VARIABLE ACCOUNT II AIG LIFE INSURANCE CO
485BPOS, 2000-05-01
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        Filed with the Securities and Exchange Commission on May 1, 2000

                            Registration No. 333-34199

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-6

                        POST-EFFECTIVE AMENDMENT NO 6 TO
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 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          Senior Vice President and General Counsel
Berenson & Johnson, LLP              American International Group, Inc.
Suite 400 East                       70 Pine Street
1025 Thomas Jefferson Street, NW     New York, NY  10270
Washington, DC  20007-0805

It is proposed that this filing will become effective (check appropriate box)

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

  X   on May 1, 2000  pursuant to paragraph (b) of Rule 485
- -----    ------------

___ 60 days after filing pursuant to paragraph (a)(i) of Rule 485

      on ______ pursuant to paragraph (a)(i) of Rule 485
- ------

___ on _____ pursuant to paragraph (a)(ii) of Rule 485

If appropriate, check the following box:

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

E.   Title and amount of securities being registered:

     Flexible Premium Variable Life Insurance Policies.

F.   Approximate date of proposed public offering:

     As  soon as  practicable  after  the  effective  date of this  Registration
     Statement.

G.   Amount of Filing Fee: N/A



<PAGE>

                                     Part I

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

              Flexible Premium Variable Universal Life Policy

AIG Life Insurance Company is offering life insurance  coverage under the policy
described in this  prospectus.  The policy is a group flexible  premium variable
universal  life  policy.  You may be issued a  certificate  as  evidence of your
coverage  under a group  arrangement.  The  description  of the  policy  in this
prospectus  is  fully  applicable  to your  certificate  and the  word  "policy"
includes  any such  certificate.  The policy  allows you,  as the owner,  within
limits, to:


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

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

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

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

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


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




                                  May 1, 2000


<PAGE>


Investment Options

Variable Investment Options

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

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

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

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

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

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

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

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




Guaranteed  Investment Option

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


<PAGE>


                                Table of Contents

Special Terms

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

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

The Investment Options

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

Death Benefit

Cash Benefits During the Insured's Life

Payment Options for Benefits

Expenses of the Policy

Supplemental  Benefits and Riders

Other Policy Provisions

Performance Information

Federal Income Tax Considerations

Distribution of the Policy

About Us and the Accounts

Our Directors and Executive Officers

Other Information

Financial Statements

Appendices

<PAGE>

                                  Special Terms


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

Accounts.   The Separate Account and the Guaranteed Account

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>


                              Summary of the Policy


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

Overview

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

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

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

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

Applying for a Policy

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

 Your policy will become effective after:

o    We accept your application.

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

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

Your Right to Cancel the Policy

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

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

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

Premium Payments

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

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

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

Policy Account Value

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

o    the premiums you pay;

o    the returns earned by the subaccounts you select;

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

o    any loans or partial surrenders; and

o    the policy charges and expenses we deduct.

Death Benefit

When you apply for a policy, you must select:

o    The Face Amount.

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

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

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

1.   The Face Amount; or

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

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

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

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

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


Cash Benefits During the Life of the Insured

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

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

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

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

Expenses of the Policy

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

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

o    upon certain transactions.

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

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

o         The administration of your policy.

o         The cost of insurance for your policy.

o         The costs associated with acquiring  and underwriting your policy.

o         The cost of any supplemental benefits or riders.

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

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

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

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

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

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

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

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

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




                          Policy Charges and Deductions

Transaction Charges

     Sales and DAC Tax Charge 5% of each premium payment

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

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

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

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


Account Value Charges (deducted monthly)

     Cost of Insurance Charge(2)

   Current                               Guaranteed

Ranges from 0.04083 per             Ranges from 0.05667 per
$1,000 of net amount at risk        $1,000 of net amount at risk
to 58.95273 per $1,000 of net       to 90.90909 per $1,000 of net
amount at risk(4)                   amount at risk(4)

Monthly Expense Charge                               Current          Guaranteed

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


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

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

         Mortality and Expense Risk Charge    Current                           Guaranteed

<S>                                           <C>                                 <C>
                                              0.90% (policy years 1-10)            0.90%
                                              0.50% (policy years 11+)
</TABLE>

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

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

(3)  A policy's  surrender  charge  premium  is based on the issue age,  sex and
     smoker  status  of the  Insured  and the  Face  Amount.  For a 45 year  old
     non-smoking  male  purchasing  $500,000  Face Amount the  surrender  charge
     premium would be $8,530.00.  For a 65 year old non-smoking  male purchasing
     $200,000 Face Amount, the surrender charge premium would be $10,762.00. The
     lowest and  highest  maximum  surrender  charge  will range from  $5.60 to
     $34.42 per $1,000 of Face Amount.  (See Appendix B for additional  examples
     of surrender charge premiums.)

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


<PAGE>


                            Annual Portfolio Expenses

                          Before Waivers/Reimbursements

                             As of December 31, 1999

The  purpose of this table is to assist the Owner in  understanding  the various
costs and expenses that will be incurred, directly or indirectly. It is based on
historical  expenses  as a  percentage  of  net  assets  before  waivers  and/or
reimbursements,  if applicable,  for the year ended December 31, 1999, except as
indicated  below.  Expenses  of the  portfolios  of the  funds  are not fixed or
specified under the terms of the policy. Actual expenses may vary.
<TABLE>

                                                             Management       Other                Total
                                                                Fees         Expenses(1)          Expenses
<S>                                                             <C>             <C>                <C>
AIM Variable Insurance Funds, Inc.
AIM V.I. Capital Appreciation Fund                              0.62%           0.11%              0.73%
AIM V.I. International Equity Fund                              0.75%           0.22%              0.97%
Alliance Variable Products Series Fund(2)
Global Bond Portfolio                                           0.65%           0.39%              1.04%
Growth Portfolio                                                0.75%           0.09%              0.84%
Growth and Income Portfolio                                     0.63%           0.08%              0.71%
Premier Growth Portfolio                                        1.00%           0.05%              1.05%
Quasar Portfolio                                                1.00%           0.19%              1.19%
Technology Portfolio                                            1.00%           0.12%              1.12%
Dreyfus Variable Investment Fund
Small Company Stock Portfolio                                   0.75%           0.22%              0.97%
Dreyfus Stock Index Fund                                        0.25%           0.01%              0.26%
Fidelity Variable Insurance Products Fund(3)
VIP Growth Portfolio                                            0.58%           0.08%              0.66%
VIP High Income Portfolio                                       0.58%           0.11%              0.69%
VIP Money Market Portfolio                                      0.18%           0.09%              0.27%
Fidelity Variable Insurance Products Fund II(4)
VIP II Asset Manager Portfolio                                  0.53%           0.10%              0.63%
VIP II Contrafund Portfolio                                     0.58%           0.09%              0.67%
VIP II Investment Grade Bond Portfolio                          0.43%           0.11%              0.54%
Van Eck Worldwide Insurance Trust(5)
Worldwide Emerging Markets Fund                                 1.00%           0.54%              1.54%
Worldwide Hard Assets Fund                                      1.00%           0.26%              1.26%

</TABLE>

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

(2)      Expenses for the following  portfolios after waivers and  reimbursement
         by Alliance  Capital  Management  for the year ended December 31, 1999,
         were as follows:

                                     Management    Other            Total
                                     Fees          Expenses        Expenses

         Global Bond Portfolio       0.65%         0.25%            0.90%
         Quasar Portfolio            0.81%         0.14%            0.95%
         Technology Portfolio        0.86%         0.09%            0.95%


(3)      Expenses for the following  portfolios after waivers and  reimbursement
         by the Fidelity Variable  Insurance  Products Fund's investment adviser
         for the year ended December 31, 1999, were as follows:

                                     Management    Other            Total
                                     Fees          Expenses         Expenses

         VIP Growth Portfolio        0.58%         0.07%            0.65%

(4)      Expenses for the following  portfolios after waivers and  reimbursement
         by the  Fidelity  Variable  Insurance  Products  Fund  II's  investment
         adviser for the year ended December 31, 1999, were as follows:

                                     Management    Other            Total
                                     Fees          Expenses         Expenses

         VIP II Asset Manager
           Portfolio                 0.53%         0.09%            0.62%
         VIP II Contrafund Portfolio 0.58%         0.07%            0.65%

(5)      Expenses for the following  portfolios after waivers and  reimbursement
         by the Van Eck Worldwide  Insurance Trust's  investment adviser for the
         year ended December 31, 1999, were as follows:

                                     Management    Other            Total
                                     Fees          Expenses         Expenses

         Worldwide Emerging
           Markets Fund              1.00%         0.34%            1.34%

Federal Tax Considerations

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


                               Purchasing a Policy


Applying for a Policy

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

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

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

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

Your policy will become effective after:

o         We accept your application.

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

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

Your Right to Cancel the Policy

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

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

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

This is your "period to examine and cancel."

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

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

Premiums

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

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

o    If it is less than $50.

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

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

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

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

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

Additional  Premiums.  Additional  premiums  are  premiums  other  than  planned
premiums.  Additional premiums may be paid in any amount and at any time subject
to the Code. Depending on the Policy Account Value at the time of an increase in
the Face Amount and the amount of the increase requested,  an additional premium
may be needed to prevent your policy from terminating.

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

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

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

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

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

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

o    A Grace Period of 61 days has begun.

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

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

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

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

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

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

o    Each allocation percentage must be a whole number; and

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

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

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

<PAGE>


                             The Investment Options

You may allocate your Policy Account Value to:

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

o    the Guaranteed Account.

Variable Investment Options

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

AIM Variable Insurance Funds, Inc.

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

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

Alliance Variable Products Series Fund, Inc.

Global  Bond  Portfolio  - seeks a high level of return  from a  combination  of
current income and capital  appreciation by investing in a globally  diversified
portfolio of high-quality  debt securities  denominated in the U.S. Dollar and a
range  of  foreign  currencies.  The  sub-adviser  for this  portfolio  is AIGAM
International Limited, an affiliate of American International Group, Inc.

Growth Portfolio - seeks to provide long term growth of capital.  Current income
is incidental to the Portfolio's objective.

Growth and Income  Portfolio - seeks  reasonable  current  income and reasonable
opportunity for appreciation  through  investments  primarily in dividend-paying
common stocks of good quality.

Premier  Growth  Portfolio  - seeks  growth of  capital by  pursuing  aggressive
investment policies.

Quasar  Portfolio - seeks  growth of capital by pursuing  aggressive  investment
policies. Current income is incidental to the Portfolio's objective.

Technology Portfolio - seeks growth of capital.  Current income is incidental to
the Portfolio's objective.

Dreyfus Variable Investment Fund

Small Company Stock Portfolio - seeks investment returns  (consisting of capital
appreciation  and income) that are greater than the total return  performance of
stocks as  represented  by the Russell  2500 TM Index.  The  portfolio  normally
invests in a blended  portfolio of growth and value stocks of small and mid-size
domestic companies, whose market values generally range between $500 million and
$5 billion.

Dreyfus  Stock  Index Fund - seeks to match the total  return of the  Standard &
Poor's 500 Composite  Stock Price Index.  The fund generally  invests in all 500
stocks in the S&P 500 in proportion to their weighting in the index. The fund is
neither  sponsored by nor  affiliated  with Standard & Poor's  Corporation.  The
Dreyfus  Corporation  has engaged its affiliate,  Mellon Equity  Associates,  to
serve as the fund's index fund manager.

Fidelity Variable Insruance Products Fund (VIP)

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

VIP High Income Portfolio - seeks high current income by investing  primarily in
income producing debt securities,  preferred stocks and convertible  securities,
with emphasis on lower-quality  debt securities  (commonly  referred to as "junk
bonds"),  while also considering growth of capital. The potential for high yield
is accompanied by higher risk. For a more detailed  discussion of the investment
risks associated with such securities,  please refer to the attached prospectus.
The sub-advisers  for this portfolio is Fidelity  Management & Research Far East
Inc. and Fidelity Management & Research (U.K.) Inc.

VIP Money Market  Portfolio - seeks to obtain as high a level of current  income
as is consistent with preserving capital and providing liquidity.  The portfolio
will invest only in high quality U.S. dollar-denominated money market securities
of domestic and foreign issuers. An investment in the VIP Money Market Portfolio
is neither  insured nor guaranteed by the U.S.  Government,  and there can be no
assurance  that the  portfolio  will  maintain a stable $1.00 share  price.  The
sub-adviser for this portfolio is Fidelity Investments Money Management, Inc., a
wholly owned subsidiary of Fidelity Management & Research Company.

Fidelity Variable Insurance Products Fund II (VIP II)

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

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

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

Van Eck Worldwide Insurance Trust

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

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



<PAGE>


Guaranteed Investment Option

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

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

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

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

The Loan Account  will only  increase or decrease in value when policy loans are
taken or repayments are made. If an amount is transferred  from the Loan Account
to the remaining  portion of the guaranteed  Policy  Account  Value,  it will be
treated as a new allocation to the Guaranteed  Account and will be credited with
interest at the rate then in effect for Guaranteed Account allocations.

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


                       Investing Your Policy Account Value


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

o         The returns earned by the Subaccounts you select.

o         Interest credited on amounts allocated to the Guaranteed Account.

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

Determining the Policy Account Value

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

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

o         Your Policy Account Value held in the subaccounts; and

o         Your Policy Account Value held in Guaranteed Account.

Your Policy Account Value will reflect:

o         the premiums you pay;

o         the returns earned by the subaccounts you select;

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

o         any loans or partial surrenders; and

o         the policy expenses we deduct.

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

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

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

o    decrease when the allocated  portion of the monthly deduction is taken from
     the  subaccount,  a loan  is  taken  from  the  subaccount,  an  amount  is
     transferred  from the  subaccount,  or a partial  surrender,  including the
     partial surrender charge, is taken from the subaccount.

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

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

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

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

o    any amounts transferred to the Guaranteed Account, plus

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

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

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

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

o    the amount of the Loan Account.

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

Net Policy  Account  Value.  The net Policy Account Value on a Valuation Date is
the Policy Account Value less outstanding loans on that date.

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

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

o    the Cash Surrender Value, less

o    the outstanding loan on that date.

Transfers


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

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

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

o    Transfers from the Guaranteed  Account -- The maximum you may transfer in a
     Policy Year is equal to 25% of your guaranteed Policy Account Value that is
     not in the Loan  Account.  Transfers  may be made only  during  the  60-day
     period within 30 days before and following the end of each Policy Year. The
     amount  transferred  must be at least $250 or the Policy Account Value held
     in the Guaranteed Account.

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

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

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

Dollar Cost Averaging

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

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

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

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

o    A  specified  number of  months--  we will  automatically  transfer  over a
     specific  number of months an amount  equal to one divided by the number of
     months remaining in the period. For example,  if you elect to transfer over
     a 12 month  period,  the first  transfer  will be 1/12 of your Money Market
     Subaccount  value, the second transfer will be for 1/11, the third transfer
     will be for 1/10 and so on until the end of the requested period.

We will begin to process your automatic transfers:

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

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

We will stop processing automatic transfers if:

o    The funds in the Money Market Subaccount are depleted;

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

o    We receive notification of death of the Insured; or

o    Your policy goes into the Grace Period.

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


                                  Death Benefit

Death Benefit

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

o    satisfactory proof of the Insured's death; and

o    the policy.

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

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

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

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

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

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

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

Death Benefit Options

You may select from two death benefit options.

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

     (1)  the Face Amount; or

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

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

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

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

Changes in Death Benefit Options

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

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

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

Once approved,  we will issue new policy  information pages and attach a copy of
your application for change. The change will take effect at the beginning of the
policy  month that  coincides  with or next  follows  the date we  approve  your
request.  We reserve the right to decline to make any changes  that we determine
would  cause  the  policy  to  fail  to  qualify  as life  insurance  under  our
interpretation of the Code.

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

Changes in Face Amount

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

Increases in Face Amount.  Any request for an increase:

     o    Must be for at least $10,000.

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

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

A written application must be submitted to our Administration  Office along with
satisfactory  evidence  of  insurability.  You must  return the policy so we can
amend it to reflect  the  increase.  The  increase  in Face  Amount  will become
effective on the Monthly  Anniversary on or next following the date the increase
is  approved,  and the  Policy  Account  Value  will be  adjusted  to the extent
necessary to reflect a monthly  deduction as of the effective  date based on the
increase in Face Amount.

Decreases in Face Amount.  Any request for a decrease:

     o    Must be at least $5,000.

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

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

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

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

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


                     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 surrenders or a full surrender.

Policy Loans

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

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

     o    90% of Your Net Cash Surrender Value, less

     o    Any outstanding loans

     o    Minimum Loan Amount -- $500

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

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

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

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

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

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

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

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

If the  outstanding  loan  exceeds the Net Cash  Surrender  Value on any Monthly
Anniversary,  the policy will be in default.  We will send you, and any assignee
of record,  notice of the default. You will have a 61-day Grace Period to submit
a sufficient  payment to avoid  termination.  The notice will specify the amount
that must be repaid to prevent termination.

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

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

     o    accrued interest not yet due.

Loan Repayment.  You may repay all or part of your  outstanding loan at any time
while the Insured is living and the policy is in force.  Loan repayments must be
sent to our Administrative Office and will be credited as of the date received.

Partial Surrenders

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

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

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

o         Minimum Partial Surrender Amount -- $500

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

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

Expenses for Partial Surrenders.  We will deduct the applicable surrender charge
on a partial  surrender.  This charge will be deducted from your Policy  Account
Value along with the amount  requested to be surrendered  and will be considered
part of the  partial  surrender  (together,  the  "partial  surrender  amount").
Currently,  we assess an administrative charge equal to the lesser of $25 of the
amount surrendered.  In certain states the charge may be the lesser of $25 or 2%
of the amount surrendered.

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

We will  reduce the Face Amount by the amount of the  partial  surrender  in the
following order:

1. The most recent increase in the Face Amount, if any, will be reduced first.

2. The next most  recent  increases  in the Face  Amount,  if any,  will then be
successively decreased.

3. The initial Face Amount will then be decreased.

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

Partial surrenders from your policy may have tax consequences.

Surrendering the Policy for Net Cash Surrender Value.

You may surrender  your policy at any time for its Net Cash  Surrender  Value by
submitting  a written  request to our  Administrative  Office.  We will  require
return of the policy.  A surrender charge may apply. We will process a surrender
request  as of the  date we  receive  your  written  request  and  all  required
documents.  Your surrender request generally will be paid within seven days. The
Net Cash  Surrender  Value  may be taken  in one sum or it may be  applied  to a
payment  option.  Your policy will  terminate  and cease to be in force if it is
surrendered for one sum. It cannot later be reinstated.


                          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.


                             Expenses of the Policy

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

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

     o    upon certain transactions.

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

Deduction From Premium

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

Monthly Deductions From Policy Account Value

On the Policy Date and each Monthly Anniversary thereafter,  we make a deduction
from the Policy Account Value.  On the Issue Date the amount deducted is for the
Policy Date and any Monthly  Anniversaries  that have  elapsed  since the Policy
Date. For this purpose, the Policy Date is treated as a Monthly Anniversary.  We
will deduct charges on each Monthly Anniversary for:

     o    The administration of your policy.

     o    The acquisition and underwriting costs of your policy.

     o    The cost of insurance for your policy.

     o    The cost of any supplemental benefits or riders.

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

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

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

                                                        Current      Guaranteed
Monthly Expense Charge Per Policy                       Charge        Charge

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

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

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

The net amount at risk is calculated as (a) minus (b) where:

(a) is the current death benefit at the beginning of the policy month divided by
1.0032737; and (b) is the current total Policy Account Value.

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

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

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

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

In order to maintain  the policy in  compliance  with  Section 7702 of the Code,
under certain  circumstances  an increase in Policy  Account Value will cause an
automatic  increase in the death  benefit.  The  Attained Age and rate class for
such increase will be the same as that used for the most recent increase in Face
Amount  (that has not been  eliminated  through a  subsequent  decrease  in Face
Amount).

The  guaranteed  cost of insurance  charges at any given time for a  substandard
policy with flat extra charges will be based on the  guaranteed  maximum cost of
insurance rate for the policy (including table rating multiples, if applicable),
the  current  Net  Amount at Risk at the time the  deduction  is made,  plus the
actual  dollar  amount of the flat extra  charge.  Our current cost of insurance
rates may be less than the guaranteed rates. Our current cost of insurance rates
will be determined based on our expectations as to future mortality, investment,
expense and persistency experience. These rates may change from time to time. In
our  discretion,  the current  charge may be  increased  in any amount up to the
maximum guaranteed charge shown in the table.

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

Legal Considerations  Relating to Sex-Distinct Premiums and Benefits.  Mortality
tables for the policy  generally  distinguish  between males and females.  Thus,
premiums and benefits  under the policy  covering  males and females of the same
age will generally differ. We do, however, also offer the policy based on unisex
mortality tables if required by state law. Employers and employee  organizations
considering  purchase  of a  policy  should  consult  their  legal  advisers  to
determine whether purchase of a policy based on sex-distinct actuarial tables is
consistent  with Title VII of the Civil  Rights Act of 1964 or other  applicable
law. Upon request,  we may offer the policy with unisex mortality tables to such
prospective purchasers.

Deduction From Subaccount Assets

Mortality  and Expense  Risk  Charge.  We deduct a daily charge from your Policy
Account  Value in the  subaccounts  for assuming  certain  mortality and expense
risks under the policy.  This charge does not apply to the amounts you  allocate
to the  Guaranteed  Account.  The  guaranteed and current charge is at an annual
rate of 0.90% of the subaccount assets. Although, the charge may be decreased to
not less than 0.50% in Policy Years 11 and later, it is guaranteed not to exceed
an annual rate of 0.90% of your Policy Account Value in the  subaccounts for the
duration of a policy.

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

Deductions Upon Policy Transactions

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

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

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

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

      Policy
      Year                  Factor

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

Surrender  Charge  Based On An  Increase  Or  Decrease  In Face  Amount.  If you
increase the Face Amount of the policy,  we will impose an additional  surrender
charge  during the 14 Policy  Years  immediately  following  the  increase.  The
additional  surrender  charge  period  will begin on the  effective  date of the
increase. If you reduce the Face Amount of the policy before the end of the 14th
Policy Year or within 14 years immediately  following a Face Amount increase, we
may also deduct a pro rata share of any  applicable  surrender  charge from your
Policy Account Value.  Reductions  will first be applied against the most recent
increase in the Face Amount of the policy. If you have made several increases in
Face  Amount,  we will apply the  surrender  charge to prior  increases  in Face
Amount of the policy in the reverse  order in which such  increases  took place,
before applying the additional  surrender  charges to the initial Face Amount of
the policy.

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

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

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

Partial  Surrender  Charge Due to  Decrease  in Face  Amount.  We will deduct an
amount equal to the applicable  surrender charge multiplied by a fraction (equal
to the decrease in Face Amount divided by the Face Amount of the policy prior to
the decrease).

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

Discount Purchase Programs

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


                        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.

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


                             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; or

(c)      within  60  days of the  effective  date of a  material  change  in the
         investment   policy  of  a  subaccount,   or  within  60  days  of  the
         notification  of such change,  if later. In the event of such a change,
         we will notify you and give you information on the options available.

When an exchange or  conversion  is  requested,  we  accomplish  the exchange by
transferring all of the Policy Account Value to the Guaranteed Account. There is
no charge for this  transfer.  Once this option is exercised,  the entire Policy
Account Value must remain in the  Guaranteed  Account for the remaining  life of
the new  Policy.  The Face  Amount in effect  at the time of the  exchange  will
remain  unchanged.  The effective date,  issue date and issue age of the Insured
will remain  unchanged.  The Owner and Beneficiary are the same as were recorded
immediately before the exchange.

Limits on our Rights to Contest the Policy

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

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

Changes in the Policy or Benefits

Misstatement of Age or Sex. If an Insured's age or sex has been misstated in the
policy,  the death  benefit and any  benefits  provided by riders shall be those
which would be purchased  at the then  current cost of insurance  charge for the
correct age and sex.

Other  Changes.  At any time we may  make  such  changes  in the  policy  as are
necessary  to  assure  compliance  at all  times  with  the  definition  of life
insurance  prescribed by the Code or to make the policy  conform with any law or
regulation issued by any government agency to which it is subject.

When Proceeds Are Paid

We will  ordinarily  pay any death  benefit,  loan  proceeds  or partial or full
surrender proceeds within seven days after receipt at our Administrative  Office
of all  the  required  documents.  Other  than  the  death  benefit,  which  are
determined as of the date of death, the amount will be determined as of the date
we receive the  required  documents.  However,  we may delay making a payment or
processing a transfer request if:

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

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

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

Reports to Owners

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

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

     o    any change of allocation of premiums;

     o    any transfer among subaccounts;

     o    any loan, interest repayment, or loan repayment;

     o    any partial surrender;

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

     o    any exercise of your right to cancel;

     o    an exchange of the policy;

     o    full surrender of the policy; or

     o    payment of the death benefit under the policy.

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

Assignment

You may assign the policy in accordance with its terms on a form provided by us.
We will not be deemed to know of an assignment  unless we receive a copy of this
assignment form at our  Administrative  Office. We assume no responsibility  for
the validity or  sufficiency  of any  assignment.  Any assignment or pledge of a
modified  endowment  contract as  collateral  for a loan may result in a taxable
event.

Reinstatement

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

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

     2.   Provide evidence of insurability satisfactory to us;

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

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

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

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


                             Performance Information


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

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

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

Performance  information may be compared, in reports and promotional literature,
to:  (i) the  Standard  &  Poor's  500  Stock  Index  ("S & P 500"),  Dow  Jones
Industrial  Average  ("DJIA"),  Shearson  Lehman  Aggregate  Bond Index or other
unmanaged  indices so that  investors  may compare the  Subaccount  results with
those of a group  of  unmanaged  securities  widely  regarded  by  investors  as
representative  of the  securities  markets in  general;  (ii)  other  groups of
variable life separate  accounts or other investment  products tracked by Lipper
Analytical  Services, a widely used independent research firm which ranks mutual
funds  and  other  investment  products  by  overall   performance,   investment
objectives, and assets, or tracked by other services,  companies,  publications,
or persons,  such as  Morningstar,  Inc., who rank such  investment  products on
overall  performance  or other  criteria;  or (iii) the Consumer  Price Index (a
measure for  inflation)  to assess the real rate of return from an investment in
the Subaccount.  Unmanaged  indices may assume the reinvestment of dividends but
generally do not reflect  deductions for administrative and management costs and
expenses. We may provide in advertising, sales literature, periodic publications
or other  materials  information  on various  topics of  interest  to Owners and
prospective Owners. These topics may include the relationship between sectors of
the  economy  and the  economy as a whole and its  effect on various  securities
markets,  investment strategies and techniques (such as value investing,  market
timing,  dollar cost averaging,  asset  allocation,  constant ratio transfer and
account   rebalancing),   the  advantages  and  disadvantages  of  investing  in
tax-deferred  and  taxable  investments,   customer  profiles  and  hypothetical
purchase and investment  scenarios,  financial management and tax and retirement
planning,  and  investment  alternatives  to  certificates  of deposit and other
financial  instruments,   including  comparisons  between  the  policy  and  the
characteristics of and market for such financial instruments.

Total  return  data may be  advertised  based  on the  period  of time  that the
portfolios  have been in  existence.  The  results  for any period  prior to the
policy being offered will be calculated as if the policy had been offered during
that period of time,  with all  charges  assumed to be those  applicable  to the
policy.  Performance  information  for any  subaccount in any  advertising  will
reflect only the  performance  of a  hypothetical  investment in the  subaccount
during  the  particular  time  period  on  which  the  calculations  are  based.
Performance  information  should  be  considered  in  light  of  the  investment
objectives and policies,  characteristics  and quality of the portfolio in which
the subaccount  invests and the market  conditions during the given time period,
and should not be considered as a representation  of what may be achieved in the
future.  Actual returns may be more or less than those shown in any  advertising
and will depend on a number of factors,  including the investment allocations by
an Owner and the different investment rates of return for the portfolios.



                        Federal Income Tax Considerations

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

Tax Status of the Policy

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

The Company

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

Diversification and Investor Control

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

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

     o    not more than 55 percent of the value of the assets of the account are
          attributable   to  cash  and  cash  items   (including   receivables),
          government  securities  and securities of other  regulated  investment
          companies.

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

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

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

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

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

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

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

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

Tax Treatment of the Policy

Section 7702 of the Code sets forth a detailed  definition  of a life  insurance
contract for federal tax purposes.  The Treasury Department has not issued final
regulations  so that the extent of the official  guidance as to how Section 7702
is to be applied is quite limited.  If a policy were determined not to be a life
insurance  contract for purposes of Section 7702,  that policy would not qualify
for the favorable tax treatment normally provided to a life insurance contract.

With  respect  to a policy  issued on the basis of a  standard  rate  class,  we
believe  that such a policy  should meet the Section 7702  definition  of a life
insurance contract.

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

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

Tax Treatment of Policy Benefits In General

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

Pre-Death Distribution

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

Policies Not Classified as Modified Endowment Contracts

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

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

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

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

 Modified Endowment Contracts

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

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

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

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

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

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

Withholding.  We are  required to withhold  federal  income taxes on the taxable
portion of any amounts  received  under the policy  unless you elect to not have
any  withholding  or in certain  other  circumstances.  You are not permitted to
elect out of withholding if you do not provide a social security number or other
taxpayer identification number. Special withholding rules apply to payments made
to non-resident aliens.

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

Generation Skipping Transfer Tax. A transfer of the policy or the designation of
a Beneficiary  who is either 37 1/2 years younger than the Owner or a grandchild
of the Owner may have generation skipping transfer tax consequences.

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

Possible Charge for the Company's Taxes

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


                           Distribution of the Policy


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

The  policy  will be  distributed  through  the  principal  underwriter  for the
Separate Account,  AIG Equity Sales Corp. (AIGESC) 70 Pine Street, New York, New
York, an affiliate of ours.  AIGESC may also enter into selling  agreements with
other broker dealers that will offer the policy.

Commissions may be paid to registered representatives based on premiums paid for
Policies sold. Other expense reimbursements,  allowances, and overrides may also
be  paid.   Registered   representatives  who  meet  certain   productivity  and
profitability standards may be eligible for additional compensation.  Additional
payments may be made for  administrative  or other services not directly related
to the sale of the policy.

Other Policies Issued by the Company

We may offer other policies similar to those offered herein.


                            About Us and the Accounts


AIG Life Insurance Company

We are a stock life  insurance  company  initially  organized  under the laws of
Pennsylvania and reorganized under the laws of Delaware. We were incorporated in
1962.  We  provide  a full  range of  individual  and  group  life,  disability,
accidental death and dismemberment  policies and annuities.  We are a subsidiary
of American  International  Group, Inc., which is a holding company for a number
of companies  engaged in the  international  insurance  business,  both life and
general, in approximately 130 countries and jurisdictions around the world.


The Separate Account

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

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

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

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

o    Change, add or delete designated investment options.

o    Add or remove subaccounts.

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

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

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

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

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

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

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

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

o    You may then change your premium allocation percentages

Voting Rights

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

The Guaranteed Account

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

We have not registered:

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

o    the Guaranteed Account as an investment company.

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





                      Our Directors and Executive Officers

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

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

Michele L. Abruzzo        Director, Senior Exec.  Senior Vice President
80 Pine Street            Vice President
13th Floor
New York, NY 10005

James a. Bambrick         Senior Vice President,  Senior Vice President, A&H
One Alico Plaza           Chief Operations        Division
600 King Street           Officer
Wilmington, DE  19801

Paul S. Bell              Director,  Senior Vice  Senior Vice President
One Alico Plaza           President, Chief        Actuary
600 King Street           Actuary
Wilmington DE 19801

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

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

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

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

John Oehmke               Chief Financial         Regional Vice President,
One Alico Plaza           Officer,                Controller American
600 King Street           Vice President          International Companies,
Wilmington, DE  19801                             Japan and Korea


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

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

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

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

Gerald Walter Wyndorf     Director, Chief         Executive Vice President
80 Pine Street            Executive Officer
13th Floor                and President
New York, NY 10038








<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

The financial  statements  which appear in this  prospectus have been audited by
PricewaterhouseCoopers  LLP, independent certified public accountants, as stated
in its reports,  and have been  included in reliance  upon the authority of such
firm as experts in accounting and auditing.

Legal Matters

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

Published Ratings

We may occasionally publish in advertisements,  sales literature and reports the
ratings and other information  assigned to us by one or more independent  rating
organizations  such as A.M.  Best  Company,  Moody's and Standard & Poor's . The
purpose of the  ratings is to reflect the rating  organization's  opinion of our
financial  strength and should not be  considered  as bearing on the  investment
performance of assets held in the Separate Account.

The ratings are not  recommendations  to purchase our life  insurance or annuity
products  or to hold or sell these  products,  and the ratings do not comment on
the  suitability  of such  products for a particular  investor.  There can be no
assurance  that any rating will remain in effect for any given period of time or
that  any  rating  will  not  be  lowered  or  withdrawn  entirely  by a  rating
organization  if,  in such  organization's  judgment,  future  circumstances  so
warrant.  The ratings do not reflect the investment  performance of the Separate
Account or the degree of risk  associated  with an  investment  in the  Separate
Account.


                              Financial Statements
<PAGE>
                           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,
1999 and 1998,  and the results of its operations and its cash flows for each of
the three years in the period  ended  December  31,  1999,  in  conformity  with
accounting  principles  generally accepted in the United States. 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
auditing standards  generally accepted in the United States,  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 3, 2000


<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, 1999, 1998 AND 1997




<PAGE>



                           AIG LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                                 (in thousands)

<TABLE>

                                                                         December 31,            December 31,
                                                                            1999                     1998
<S>                                                                         <C>                   <C>
Assets

Investments and cash:
     Fixed maturities:
        Bonds available for sale, at market value                           $ 4,702,879           $ 4,238,045
        (cost: 1999 - $4,890,022; 1998 - $4,081,008)
     Equity securities:
        Common stock

        (cost: 1999-$892; 1998 - $901)                                            2,233                 2,410
      Non-redeemable preferred stock
      (cost: 1999 - $50,794; 1998 - $18,250)                                     49,377                19,338
Mortgage loans on real estate, net                                              345,253               468,342
Real estate, net of accumulated
 depreciation of $5,041 in 1999 and $4,351 in 1998                               12,543                13,002
Policy loans                                                                    643,815             1,010,969
Other invested assets                                                            77,845                81,916
Short-term investments                                                          222,677               163,704
Cash                                                                                 86                 4,788
                                                                       ----------------         -------------

    Total investments and cash                                                6,056,708             6,002,514


Amounts due from related parties                                                  5,465                17,330
Investment income due and accrued                                                93,183                94,029
Premium and insurance balances receivable                                        64,359                56,583
Reinsurance assets                                                               99,850                72,044
Deferred policy acquisition costs                                               220,672               167,840
Federal income tax receivable                                                     9,611                 4,207
Deferred income taxes                                                            63,568                     -
Separate and variable accounts                                                3,220,806             1,971,280
Other assets                                                                      5,363                 6,228
                                                                         --------------         -------------

                                    Total assets                            $ 9,839,585           $ 8,392,055
                                                                             ==========            ==========
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>

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

                                                                             December 31,           December 31,
                                                                               1999                     1998
<S>                                                                         <C>                     <C>
Liabilities

  Policyholders' funds on deposit                                           $ 4,612,363             $ 4,472,854
  Future policy benefits                                                      1,284,568               1,002,244
  Reserve for unearned premiums                                                  21,100                  21,468
  Policy and contract claims                                                    212,627                 200,193
  Reserve for commissions, expenses and taxes                                    19,390                  25,702
  Insurance balances payable                                                     60,642                  56,263
  Amounts due to related parties                                                  6,821                   4,119
  Deferred income taxes                                                               -                  56,519
  Separate and variable accounts                                              3,220,806               1,971,280
  Minority interest                                                               5,837                   5,987
  Other liabilities                                                              75,039                  59,189
                                                                          -------------             -----------


                                    Total liabilities                         9,519,193               7,875,818
                                                                            -----------             -----------
</TABLE>
<TABLE>
<S>                                                                               <C>                     <C>
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                                                             283,908                 236,521
  Accumulated other comprehensive income                                       (121,683)                121,549
                                                                            -----------            ------------

                                    Total capital funds                         320,392                 516,237
                                                                            -----------            ------------


Total liabilities and capital funds                                         $ 9,839,585             $ 8,392,055
                                                                             ==========              ==========
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>

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


                                                                                 Years   ended   December 31,

                                                                       1999                  1998                  1997
                                                                  ------------             --------              -------
Revenues:
<S>                                                                <C>                     <C>                  <C>
  Premiums                                                         $   712,920             $  616,964           $ 437,650
  Net investment income                                                443,863                457,148             381,868
  Realized capital losses                                              (11,240)                  (334)             (3,025)
                                                                  -------------         -------------          ----------

                     Total revenues                                  1,145,543              1,073,778             816,493
                                                                    ----------             ----------            --------


Benefits and expenses:
  Benefits to policyholders                                            329,888                272,368             188,969
  Increase in future policy benefits
   and policyholders' funds on deposit                                 539,457                547,100             397,481
  Acquisition and insurance expenses                                   202,678                168,075             163,533
                                                                   -----------            -----------            --------

                    Total benefits and expenses                      1,072,023                987,543             749,983
                                                                    ----------            -----------            --------


Income before income taxes                                              73,520                 86,235              66,510
                                                                  ------------            -----------           ---------

Income taxes:
   Current                                                              15,055                 16,218              20,059
   Deferred                                                             10,884                 15,220               3,964
                                                                  ------------            -----------          ----------

      Total income taxes                                                25,939                 31,438              24,023
                                                                  ------------            -----------           ---------

Net income before minority interest                                     47,581                 54,797              42,487
Minority interest income                                                  (194)                  (163)               (128)
                                                                 --------------          -------------         ----------


Net income                                                         $    47,387            $    54,634           $  42,359
                                                                    ==========             ==========            ========
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>


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


                                                                                   Years   ended   December 31,

                                                                       1999                 1998                  1997
<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               153,283              123,283
Capital contributions                                                        -                     -               30,000
                                                               ---------------       ---------------           ----------
Balance at end of year                                                 153,283               153,283              153,283
                                                                     ---------             ---------            ---------


Retained earnings

  Balance at beginning of year                                         236,521               181,887              139,528
  Net income                                                            47,387                54,634               42,359
                                                                    ----------            ----------           ----------

  Balance at end of year                                               283,908               236,521              181,887
                                                                     ---------             ---------            ---------


Accumulated other comprehensive income

 Balance at beginning of year                                          121,549               114,490               62,814
 Unrealized appreciation (depreciation) of
      investments - net of reclassification
      adjustments                                                     (374,203)               10,860               79,497
  Deferred income tax benefit (expense) on
      changes                                                          130,971                (3,801)             (27,821)
                                                                    ----------            ----------            ---------

  Balance at end of year                                              (121,683)              121,549              114,490
                                                                    ----------             ---------            ---------


               Total capital funds                                  $  320,392            $  516,237           $  454,544
                                                                     =========             =========            =========
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>

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

                                                                           Years  ended   December 31,
                                                                             1999               1998               1997
                                                                         ------------         -------            --------

<S>                                                                       <C>               <C>                <C>
Cash flows from operating activities:

 Net income                                                               $   47,387        $     54,634       $    42,359

 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                                                294,389             250,810           121,325
 Change in premiums and insurance balances
  receivable and payable -net                                                 (3,398)               (753)           (5,346)
 Change in reinsurance assets                                                (27,806)            (11,301)          157,710
 Change in deferred policy acquisition costs                                 (52,832)            (49,305)          (34,248)
 Change in investment income due and accrued                                     846              (8,894)           22,133
 Realized capital losses                                                      11,240                 334             3,025
 Change in current and deferred income taxes -net                              5,480               9,330             2,689
 Change in reserves for commissions, expenses and taxes                       (6,312)              9,599            13,243
 Change in other assets and liabilities - net                                 26,888             (61,575)           69,582
                                                                          ----------          -----------        ---------
         Total adjustments                                                   248,495             138,245           350,113
                                                                           ---------           ---------          --------
 Net cash provided by operating activities                                   295,882             192,879           392,472
                                                                           ---------           ---------          --------

Cash flows from investing activities:

 Cost of fixed maturities, at market, sold                                   564,697             282,756            23,816
 Cost of fixed maturities, at market, matured or redeemed                    318,833             340,435           153,963
 Cost of equity securities sold                                                1,032               1,039             3,676
 Cost of real estate sold                                                          -               2,585                 -
 Realized capital losses                                                     (11,240)              1,666             1,975
 Purchase of fixed maturities                                             (1,685,038)         (1,865,768)         (804,262)
 Purchase of equity securities                                               (33,567)            (18,559)           (1,750)
 Purchase of real estate                                                           -                (341)             (413)
 Mortgage loans granted                                                     (134,988)           (202,484)          (87,690)
 Repayments of mortgage loans                                                258,159              83,035            29,298
 Change in policy loans                                                      367,154             485,868           377,124
 Change in short-term investments                                            (58,973)            504,208          (567,876)
 Change in other invested assets                                             (23,336)            (11,706)            6,294
 Other - net                                                                  (2,826)            (27,908)           11,917
                                                                          ----------          -----------       ----------
  Net cash used in investing activities                                     (440,093)           (425,174)         (853,928)
                                                                            --------           ----------        ---------

Cash flows from financing activities:

 Change in policyholders' funds on deposit                                   139,509             231,951           430,808
  Proceeds from capital contribution                                               -                   -            30,000
                                                                      --------------    ----------------        ----------
   Net cash provided by financing activities                                 139,509             231,951           460,808
                                                                            --------          ----------         ---------

Change in cash                                                                (4,702)               (344)             (648)
Cash at beginning of period                                                    4,788               5,132             5,780
                                                                          ----------        ------------        ----------
Cash at end of period                                                  $          86       $       4,788       $     5,132
                                                                        ============        ============        ==========
</TABLE>

                 See accompanying notes to financial statements.
<PAGE>

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

                                                                               Years  ended   December 31,

                                                                          1999                    1998               1997
                                                                    -----------------       ----------              ------

<S>                                                                   <C>                  <C>                 <C>
Comprehensive income

Net income                                                            $      47,387        $      54,634       $     42,359
                                                                       ------------         ------------        -----------
Other comprehensive income

Unrealized appreciation (depreciation) of
  investments - net of reclassification
  adjustments                                                              (374,203)              10,860             79,497
 Changes due to deferred income tax benefit
       (expense) on changes                                                 130,971               (3,801)          (27,821)
                                                                        -----------        -------------         ---------

  Other comprehensive income                                               (243,232)               7,059            51,676
                                                                         ----------        --------------        ---------

 Comprehensive income                                                   $  (195,845)        $     61,693        $   94,035
                                                                         ==========-         ===========         =========
</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 GAAP 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 current 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
          lives.  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 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 partnerships, which
          are recorded  using either the cost or the equity method  depending on
          the  type  of  partnership   and  the  Company's   related   ownership
          percentage.

     (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 for
          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 131 establishes  standards for the way the Company is required to
          disclose  information  about  its  operating  segments  in its  annual
          financial statements and selected information in its 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 was  effective  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  the
          Company   to  revise  its   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, 2001.

          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.  This  statement was
          effective for the year commencing January 1, 1999 and has been adopted
          herein.  SOP 97-3  did not have a  material  impact  on the  Company's
          results of operations, financial condition or liquidity.
<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.

2.   Investment Information

     (a)  Statutory Deposits: Securities with a carrying value of $2,540,000 and
          $2,448,000  were  deposited  by  the  Company  under  requirements  of
          regulatory authorities as of December 31, 1999 and 1998, respectively.

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

<TABLE>


                                                                                        Years ended  December 31,

                                                                                1999            1998              1997

<S>                                                                           <C>               <C>              <C>
        Fixed maturities                                                      $330,806          $284,267         $200,097
        Equity securities                                                        1,670               622               58
        Mortgage loans                                                          37,255            36,464           28,714
        Real estate                                                              2,253             2,406            2,254
        Policy loans                                                            55,832           120,927          148,555
        Cash and short-term investments                                          7,349             9,346            3,582
          Other invested assets                                                 15,141             8,015            2,380
                                                                             ---------         ---------        ---------
                  Total investment income                                      450,306           462,047          385,640
        Investment expenses                                                      6,443             4,899            3,772
                                                                             ---------         ---------        ---------

                  Net investment income                                       $443,863          $457,148         $381,868
                                                                               =======           =======          =======
</TABLE>


2.   Investment Information - (continued)

     (c)  Investment  Gains and Losses:  The net realized capital gains (losses)
          and change in unrealized  appreciation  (depreciation)  of investments
          for 1999,  1998 and 1997 are summarized  below (in  thousands):
<TABLE>

                                                                                        Years ended December 31,

                                                                                 1999              1998             1997
                                                                             ----------           -------          ------

    Realized (losses) gains on investments:
<S>                                                                          <C>            <C>             <C>
        Fixed maturities                                                     $ (11,100)     $          -    $          -
        Equity securities                                                           86                84            1,975
        Mortgage loans                                                               -            (2,000)          (5,000)
        Real estate                                                                  -             1,561                -
        Other invested assets                                                     (226)               21                -
                                                                           -----------         ---------     ------------
        Realized losses                                                      $ (11,240)         $   (334)       $  (3,025)
                                                                              ========           =======         =========

    Change in unrealized appreciation (depreciation) of investments:

          Fixed maturities                                                   $(344,180)         $( 1,131)        $ 77,422

        Equity securities                                                       (2,673)            1,203             (626)
          Other invested assets                                                (27,350)           10,788            2,701
                                                                             ----------          -------        ---------
        Change in unrealized appreciation
        (depreciation) of investments                                        $(374,203)          $10,860         $ 79,497
                                                                              -========           ======          =======
</TABLE>


          Proceeds from the sale of investments in fixed maturities during 1999,
          1998  and  1997  were  $564,697,000,  $282,756,000,  and  $23,816,000,
          respectively.

          During 1999,  1998 and 1997,  gross gains of  $8,603,000,  $0, and $0,
          respectively,   and  gross   losses  of   $19,703,000,   $0,  and  $0,
          respectively,   were  realized  on   dispositions  of  fixed  maturity
          investments.

          During  1999,  1998 and 1997,  gross  gains of $87,000,  $84,000,  and
          $1,975,000,  respectively,  and gross  losses of  $1,000,  $0, and $0,
          respectively, were realized on disposition of equity securities.

     (d)  Market  Value of  Fixed  Maturities  and  Unrealized  Appreciation  of
          Investments: At December 31, 1999 and 1998, unrealized appreciation of
          investments in equity  securities  (before  applicable taxes) included
          gross  gains  of  $3,635,000   and  $2,854,000  and  gross  losses  of
          $3,711,000 and $257,000, respectively.

          The amortized cost and estimated market values of investments in fixed
          maturities   at  December  31,  1999  and  1998  are  as  follows  (in
          thousands):
<TABLE>



                                                                               Gross            Gross        Estimated
        1999                                               Amortized        Unrealized       Unrealized       Market
        ----                                                 Cost              Gains           Losses         Value
                                                           --------         ----------       ----------      ---------
<S>                                                    <C>              <C>             <C>               <C>
          Fixed maturities:

          U.S. Government and government
              agencies and authorities                 $     54,114     $      10,611   $         549     $    64,176
          States, municipalities and

              political subdivisions                        298,831             8,474           2,777         304,528
          Foreign governments                                20,242               947             109          21,080
          All other corporate                             4,516,835            30,080         233,820       4,313,095
                                                          ---------       -----------        --------       ---------

        Total fixed maturities                           $4,890,022      $     50,112      $  237,255      $4,702,879
                                                          =========       ===========        ========       =========
</TABLE>
<PAGE>


2.  Investment Information - (continued)
    -----------------------------------
<TABLE>



                                                                               Gross            Gross        Estimated
        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>

     The  amortized  cost  and  estimated  market  value  of  fixed  maturities,
     available for sale at December 31, 1999, 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                                                $   320,364                $   310,060
        Due after one year through five years                                    1,431,252                  1,385,475
        Due after five years through ten years                                   1,788,798                  1,708,343
        Due after ten years                                                      1,349,608                  1,299,001
                                                                                ----------                  ---------

                                                                               $ 4,890,022                 $4,702,879
                                                                                 =========                  =========
</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, 1999 and 1998, the market value of the CMO
          portfolio  was  $577,112,000  and  $522,844,000,   respectively;   the
          estimated  amortized cost was  approximately  $586,925,000 in 1999 and
          $504,077,000   in  1998.   The  Company's  CMO  portfolio  is  readily
          marketable.  There  were no  derivative  (high  risk)  CMO  securities
          contained in the portfolio at December 31, 1999 and 1998.

     (f)  Fixed  Maturities  Below  Investment  Grade:  At December 31, 1999 and
          1998,  the  fixed  maturities  held by the  Company  that  were  below
          investment  grade had an aggregate  amortized cost of $368,018,000 and
          $344,609,000,   respectively,   and  an  aggregate   market  value  of
          $326,989,000 and $327,217,000, respectively.

     (g)  Non-income   Producing  Assets:   Non-income   producing  assets  were
          insignificant.

<PAGE>


2.  Investment Information - (continued)

     (h)  Investments  Greater than 10% Equity:  The market value of investments
          in the following companies exceeded 10% of the Company's total capital
          funds at December 31, 1999 (in thousands):

        Bankers Trust                                                 $  35,126
        Camden Property                                                  38,782
        Countrywide                                                      39,621
        Fort James                                                       36,202
        GMAC                                                             34,375
        Lehman Brothers                                                  35,698
        Morgan Stanley Capital                                           37,532
        Morgan Stanley Group                                             40,665
        RFCO                                                             33,501
        Simon Debartolo                                                  41,138
        Tower Funding                                                    49,489

        Other Invested Assets:
        Equity Linked Investors II, L.P.                              $  36,852

3.  Deferred Policy Acquisition Costs

          The  following   reflects  the  policy   acquisition   costs  deferred
          (commissions,  direct  solicitation  and other  costs)  which  will be
          amortized  against future income and the related current  amortization
          charged to income, excluding certain amounts deferred and amortized in
          the same period (in thousands).
<TABLE>

                                                                                   Years  ended   December 31,

                                                                            1999             1998               1997
                                                                         ----------        ------             -------


<S>                                                                       <C>              <C>                <C>
        Balance at beginning of year                                      $167,840         $118,535           $84,287
        Acquisition costs deferred                                          73,097           71,430            50,927
        Amortization charged to income                                     (20,265)         (22,125)          (16,679)
                                                                          --------         --------          --------
        Balance at end of year                                            $220,672         $167,840          $118,535
                                                                           =======          =======           =======
</TABLE>

4.   Future Policy Benefits and Policyholders' Funds on Deposit

     (a)  The analysis of the future policy benefits and policyholders' funds on
          deposit at December 31, 1999 and 1998 follows (in thousands):
<TABLE>

                                                                                    1999                       1998
<S>                                                                            <C>                       <C>
        Future Policy Benefits:
        Long duration contracts                                                $ 1,255,606               $    987,503
        Short duration contracts                                                    28,962                     14,741
                                                                               -----------               ------------
                                                                               $ 1,284,568                $ 1,002,244
                                                                                 =========                  =========

        Policyholders' funds on deposit:
        Annuities                                                              $ 1,598,685                $ 1,385,203
        Universal life                                                             212,907                    184,460
        Guaranteed investment contracts (GICs)                                     976,517                    669,035
        Corporate owned life insurance                                           1,816,969                  2,229,843
           Other investment contracts                                                7,285                      4,313
                                                                              ------------               ------------

                                                                                $ 4,612,363                 $ 4,472,854
                                                                                  =========                   =========
</TABLE>
<PAGE>


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

     (b)  Long duration contract liabilities included in future policy benefits,
          as  presented  in the table above,  result from  traditional  life and
          annuity 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 7.6 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 7.4
          percent.

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

     (i)  Interest rates credited on deferred annuities vary by year of issuance
          and range from 3.0  percent to 7.5  percent.  Credited  interest  rate
          guarantees are generally for a period of one year.  Withdrawal charges
          generally  range from 3.0 percent to 10.0 percent grading to zero over
          a period of 5 to 10 years.

     (ii) GICs have market value  withdrawal  provisions for any funds withdrawn
          other  than  benefit  responsive  payments.  Interest  rates  credited
          generally  range from 4.9 percent to 8.1 percent and maturities  range
          from 3 to 7 years.

     (iii)Interest  rates  on   corporate-owned   life  insurance  business  are
          guaranteed  at 4.0 percent and the weighted  average rate  credited in
          1999 was 6.7 percent.

     (iv) The universal life funds,  exclusive of corporate-owned life insurance
          business,  have credited  interest rates of 5.4 percent to 7.1 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.
<PAGE>

5.  Income Taxes

     (a)  The Federal income tax rate  applicable to ordinary  income is 35% for
          1999,  1998 and 1997.  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,


                                                 1999                         1998                        1997
                                         -----------------------         ----------------            --------------

                                               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                       $ 25,732       35.0%         $ 30,183     35.0%         $ 23,279      35.0%
        Prior year federal
             income tax benefit                 109         0.1              268      0.3                (6)        -
          State income tax                      198        0.3               599      0.7               673       1.0
        Other                                  (100)      (0.1)              388      0.5                77       0.1
                                           --------     ------         ---------    -----        ----------     -----
        Actual income tax expense           $25,939       35.3%         $ 31,438     36.5%         $ 24,023      36.1%
                                             ======     ======           =======     ====           =======      ====
</TABLE>

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

                                                                                   Years ended December 31,

                                                                                1999                     1998
<S>                                                                         <C>                     <C>
    Deferred tax assets:
        Adjustment to life policy reserves                                  $   74,579              $    59,903
        Unrealized depreciation of investments                                  65,527                        -
        Adjustments to mortgage loans and
              investment income due and accrued                                  5,009                    4,913
        Adjustment to policy and contract claims                                 1,959                    5,456
        Other                                                                    2,521                    2,406
                                                                            ----------                ---------
                                                                               149,595                   72,678
                                                                              --------                 --------
    Deferred tax liabilities:
        Deferred policy acquisition costs                                   $   74,247              $    55,308
        Unrealized appreciation on investments                                       -                   65,445
        Fixed maturities discount                                                7,744                    4,911
        Other                                                                    4,036                    3,533
                                                                            ----------              -----------
                                                                                86,027                  129,197
                                                                             ---------                ---------

        Net deferred tax (asset) liability                                  $  (63,568)              $   56,519
                                                                             =========                =========
</TABLE>

     (c)  At December 31, 1999,  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 1999,  1998,  and 1997  amounted to  $20,156,000,
          $21,184,000, and $20,311,000, respectively.
<PAGE>

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. As of December  31,  1999,  the
          Company's  unused  capital  commitment was  $5,086,000.  Contributions
          totaling $19,872,000 have been made through December 31, 1999.

          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 $2,250,000 have been made through December 31,
          1999.

          During 1999, the Company entered into a partnership  agreement with G2
          Opportunity  Fund,  L.P.  The  agreement  requires the Company to make
          capital  contributions  totaling $12,500,000.  Contributions  totaling
          $11,515,000 have been made through December 31, 1999.

          During 1999, the Company entered into a partnership agreement with CVC
          Capital  Funding  LLC.  The  agreement  requires  the  Company to make
          capital contributions totaling $10,000,000. No contributions have been
          made as of December 31, 1999.

          During 1999,  the Company  entered into a partnership  agreement  with
          Private Equity Investors,  IV L.P. The agreement  requires the Company
          to make capital contributions  totaling $73,000,000.  No contributions
          have been made as of December 31, 1999.

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.
<PAGE>

7.   Fair Value of Financial Instruments - (continued)

          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):

        1999                                        Fair               Carrying
                                                    Value               Amount


        Cash and short-term investments        $    222,763         $    222,763
        Fixed maturities                          4,702,879            4,702,879
        Equity securities                            51,610               51,610
        Mortgage and policy loans                   994,825              989,068

        Policyholders' funds on deposit         $ 4,627,170          $ 4,612,363


        1998                                        Fair               Carrying
                                                    Value                Amount

        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

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 $29,805,000 during 1999,  however,  no
          dividends were paid during the year.

     (b)  The Company's capital funds as determined in accordance with statutory
          accounting  practices  was  $298,955,000  at  December  31,  1999  and
          $298,047,000  at December 31, 1998.  Statutory net income  amounted to
          $23,517,000,  $28,789,000  and  $35,350,000  for 1999,  1998 and 1997,
          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  $(11,240,000),
          $(334,000)  and  $(3,025,000)  for December  31, 1999,  1998 and 1997,
          respectively.
<PAGE>

9.   Employee Benefits

     (a)  The  Company   participates   with  its  affiliates  in  a  qualified,
          non-contributory,  defined  benefit pension plan which is administered
          by the Parent.  All  qualified  employees who have attained age 21 and
          completed  twelve  months  of  continuous   service  are  eligible  to
          participate  in this plan. An employee with 5 or more years of service
          is entitled to pension benefits beginning at normal retirement age 65.
          Benefits are based upon a  percentage  of average  final  compensation
          multiplied  by  years  of  credited  service  limited  to 44  years of
          credited service. 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, 1999, 1998 and 1997 were approximately $89,000, $272,000,
          and  $373,000,  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,  1999  by
          $36,000,000.

          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,  1999,  provided for salary  reduction  contributions  by
          employees and matching  contributions by the Parent of up to 6 percent
          of annual salary depending on the employees' years of service.

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

     (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 provides 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.
<PAGE>

10.  Leases

    (a) The  Company  occupies  leased  space in many  locations  under  various
        long-term  leases and has  entered  into  various  leases  covering  the
        long-term use of data  processing  equipment.  At December 31, 1999, the
        future minimum lease payments under operating leases were as follows (in
        thousands):

                 Year                                         Payment

                 2000                                        $  4,714
                 2001                                           4,250
                 2002                                           3,773
                 2003                                           3,451
                 2004                                           1,831
        Remaining years after 2004                                  -
                                                              -------

                 Total                                        $18,019
                                                              =======

     Rent expense approximated  $4,983,000,  $4,450,000,  and $3,881,000 for the
     years ended December 31, 1999, 1998 and 1997, respectively.

11.  Reinsurance

     (a)  The Company  reinsures  portions of its life and  accident  and health
          insurance risks with unaffiliated companies.  Life insurance risks are
          reinsured  primarily  under  coinsurance  and  yearly  renewable  term
          treaties.  Accident and health insurance risks are reinsured primarily
          under  coinsurance,  excess of loss and quota share treaties.  Amounts
          recoverable from reinsurers are estimated in a manner  consistent with
          the  assumptions  used  for the  underlying  policy  benefits  and are
          presented as a component of reinsurance assets. A contingent liability
          exists  with  respect  to  reinsurance  ceded to the  extent  that any
          reinsurer  is  unable  to  meet  the  obligations  assumed  under  the
          reinsurance agreements.

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


<TABLE>

    December 31, 1999
                                                                                                               Percentage
                                                                                                                of Amount
                                                                                                                 Assumed
                                           Gross             Ceded             Assumed            Net             to Net


<S>                                       <C>                <C>              <C>              <C>                  <C>
      Life Insurance in Force             $55,097,927        $19,275,199      $ 850,313        $36,673,041          2.3%
                                           =============      ==========       ========         ==========

        Premiums:
          Life                                241,419             52,217          2,449            191,651          1.3%
          Accident and Health                 210,592            112,162        171,794            270,224         63.6%
          Annuity                             251,045                  -              -            251,045            -
                                         ------------      -----------------  --------------    ----------

        Total Premiums                  $     703,056       $    164,379      $ 174,243      $     712,920         24.4%
                                         ============        ===========       ========       ============

</TABLE>
<PAGE>

11.  Reinsurance - (continued)


<TABLE>

    December 31, 1998
                                                                                                               Percentage
                                                                                                                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%
                                         ============        ===========       ========       ============
</TABLE>
<TABLE>

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


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

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

        Total Premiums                  $     446,588       $    126,900      $ 117,962      $     437,650         27.0%
                                         ============        ===========       ========       ============
</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    $147,882,000,    $111,580,000,    and    $100,029,000,
          respectively,  for each of the years ended December 31, 1999, 1998 and
          1997.

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

12.  Transactions with Related Parties

     (a)  The  Company  is  party to  several  reinsurance  agreements  with its
          affiliates  covering  certain life and  accident and health  insurance
          risks.  Premium  income  and  commission  ceded for 1999  amounted  to
          $1,194,000  and $1,000,  respectively.  Premium  income and commission
          ceded  for 1998  amounted  to  $1,237,000  and  $1,000,  respectively.
          Premium  income  and  commission  ceded  to  affiliates   amounted  to
          $1,251,000  and $1,000 for the year ended  December 31, 1997.  Premium
          income  and  ceding   commission   expense   assumed  from  affiliates
          aggregated  $158,579,000  and  $31,710,000,  respectively,  for  1999,
          compared to $131,771,000 and $31,584,000,  respectively, for 1998, and
          $110,529,000 and $24,853,000, respectively for 1997.
<PAGE>

12.  Transactions with Related Parties - (continued)

     (b)  The  Company  is party to several  cost  sharing  agreements  with its
          affiliates.  Generally, these agreements provide for the allocation of
          costs upon either the specific  identification basis or a proportional
          cost allocation basis which management believes to be reasonable.  For
          the years ended  December  31,  1999,  1998 and 1997,  the Company was
          charged $38,845,000,  $40,417,000 and $37,846,000,  respectively,  for
          expenses attributed to the Company but incurred by affiliates.  During
          the same period, the Company received  reimbursements  from affiliates
          aggregating  $20,604,000,  $23,132,000 and $18,134,000,  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.


<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Policy 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  fifty-nine  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,
1999,  and the results of its  operations  and the changes in its net assets for
each of the three years in the period then ended,  in conformity with accounting
principles  generally accepted in the United States.  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
auditing standards  generally accepted in the United States,  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 10, 2000






<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                       STATEMENT OF ASSETS AND LIABILITIES
                                DECEMBER 31, 1999
<TABLE>
ASSETS:
      Investments at Market Value:

                                                     Shares              Cost              Market Value
                                              --------------------------------------------------------------
<S>                                                  <C>                 <C>                   <C>
AIM
  Capital Appreciation Fund                            13,473.865           $ 334,855             $ 479,400
  International Equity Fund                            27,571.074             554,714               807,557
Alliance
  Conservative Investors Portfolio                      2,934.676              39,465                39,415
  Global Bond Portfolio                                 1,392.310              15,739                15,665
  Global Dollar Government Portfolio                       19.951                 191                   214
  Growth Portfolio                                    135,490.669           3,302,844             4,551,131
  Growth & Income Portfolio                           118,857.542           2,496,396             2,589,910
  Growth Investors Portfolio                           14,109.342             215,377               241,693
  Money Market Portfolio                               30,956.920              30,956                30,956
  Premier Growth Portfolio                             16,401.606             541,489               663,441
  Technology Portfolio                                130,454.729           3,342,191             4,384,584
  Total Return Portfolio                                  139.972               2,413                 2,448
  Quasar Portfolio                                    100,273.238           1,262,932             1,303,552
  U.S. Government/High Grade Securities Portfolio          76.713                 935                   858
  Utility Income Portfolio                                 51.049                 920                 1,106
Anchor
  Capital Appreciation Portfolio                        1,452.187              74,567                82,804
  Government & Quality Bond Portfolio                   8,787.288             120,310               120,210
  Growth Portfolio                                        799.586              28,845                30,800
  Natural Resources Portfolio                             741.289              11,134                12,023
Dreyfus
  Small Company Stock Portfolio                        23,570.817             340,290               393,399
  Stock Index Portfolio                               132,228.166           4,151,339             5,084,173
  Zero Coupon 2000 Portfolio                            1,409.864              17,499                17,156
Fidelity
  Asset Manager Portfolio                              64,730.820           1,113,633             1,208,521
  Contrafund Portfolio                                 36,014.987             872,727             1,049,838
  Growth Portfolio                                    109,646.236           4,509,339             6,022,870
  High Income Portfolio                                42,812.152             484,672               484,205
  Investment Grade Bond Portfolio                      40,457.261             498,052               491,961
  Money Market Portfolio                            1,761,346.140           1,761,346             1,761,346
  Overseas Portfolio                                   24,504.130             495,219               672,397
SunAmerica
  Alliance Growth Portfolio                            20,057.491             690,507               769,605
  Aggressive Growth Portfolio                           6,244.706             119,770               145,877
  Asset Allocation Portfolio                            1,890.852              27,379                28,344
  Cash Management Portfolio                           169,827.747           1,835,840             1,849,423
  Corporate Bond Portfolio                                656.427               7,383                 7,300
  "Dogs" of Wall Street Portfolio                       3,708.923              33,523                33,233
  Emerging Markets Portfolio                            3,590.599              32,978                39,819
  Federated Value Portfolio                             9,834.379             156,562               162,956
  Global Bond Portfolio                                   295.259               3,194                 3,190
  Global Equities Portfolio                             1,740.013              33,657                37,914
  Growth-Income Portfolio                               4,490.075             134,696               146,241
  High-Yield Bond Portfolio                             8,942.888              92,717                93,723
  International Diversified Equities Portfolio         10,498.206             152,874               167,970
  International Growth & Income Portfolio               9,380.240             127,027               120,911
  MFS Growth & Income Portfolio                         5,738.599              77,264                80,111
  MFS Mid-Cap Growth Portfolio                          5,802.442              87,737                94,347
  MFS Total Return Portfolio                            2,900.907              41,659                41,512
  Putnam Growth Portfolio                               4,928.449             128,633               138,932
  Real Estate Portfolio                                   552.567               4,700                 4,869
  SunAmerica Balanced Portfolio                         5,042.349              90,003                99,032
  Utility Portfolio                                       752.833              10,771                10,827
  Venture Value Portfolio                               9,820.109             247,466               263,081
  Worldwide High Income Portfolio                          54.943                 566                   586
Van Eck
  Worldwide Emerging Markets Portfolio                  8,283.308              65,860               118,117
  Worldwide Hard Assets Portfolio                       6,542.928              65,819                71,708
Weiss,Peck & Greer
  Tomorrow Long Term Portfolio                          8,395.470              73,440                76,566
  Tomorrow Medium Term Portfolio                          536.633               4,911                 4,841
  Tomorrow Short Term Portfolio                           817.802               8,678                 8,186
                                                                  --------------------  --------------------
Total Investments                                                        $ 30,976,003          $ 37,162,854
     Total Assets                                                                              $ 37,162,854
                                                                                        ====================

EQUITY:
      Policy Owners' Equity                                                                    $ 37,162,854
                                                                                        ---------------------
                     Total Equity                                                              $ 37,162,854
                                                                                        =====================

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                             STATEMENT OF OPERATIONS
 For The Years Ended December 31, 1999, December 31, 1998 and December 31, 1997
<TABLE>

                  1999


                                                                      AIM                 AIM
                                                                    Capital           International
                                                                  Appreciation           Equity
                                                  Total               Fund                Fund
<S>                                             <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                    $1,332,831             $10,005            $26,327
Expenses:
    Mortality & Expense Risk Fees                   224,586               2,575              4,077
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                      1,108,245               7,430             22,250
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                  1,688,244               9,467               (658)
    Change in Unrealized Appreciation
        (Depreciation)                            4,216,974             118,713            245,104
                                              --------------     ---------------      -------------
     Net Gain (Loss) on Investments               5,905,218             128,180            244,446
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets
    Resulting From Operations                    $7,013,463            $135,610           $266,696
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                                                        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                       338                 109                  2
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                          2,973                 213                 29
                                              --------------     ---------------      -------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                        332                (472)                 1
    Change in Unrealized Appreciation
        (Depreciation)                               (1,782)               (364)                15
                                              --------------     ---------------      -------------
     Net Gain (Loss) on Investments                  (1,450)               (836)                16
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                        $1,523               ($623)               $45
                                              ==============     ===============      =============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    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                    31,382              20,015              2,024
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                        239,513             208,349             20,178
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                    153,081              59,630             11,353
    Change in Unrealized Appreciation
        (Depreciation)                              690,619             (46,210)               700
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                  843,700              13,420             12,053
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                    $1,083,213            $221,769            $32,231
                                              ==============     ===============      =============

</TABLE>
<TABLE>

                                                                    Alliance            Alliance
                                                Alliance             Money              Premier
                                              International         Market               Growth
                                                Portfolio          Portfolio           Portfolio
<S>                                              <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                       $30,720             $20,021             $4,775
Expenses:
    Mortality & Expense Risk Fees                     1,926               3,973              3,655
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                         28,794              16,048              1,120
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                    322,423                   0                896
    Change in Unrealized Appreciation
        (Depreciation)                                    0                   0            105,394
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                  322,423                   0            106,290
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                      $351,217             $16,048           $107,410
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    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                    16,479                  22              5,084
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                        (13,316)                208             (3,833)
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                    596,364                   7            143,282
    Change in Unrealized Appreciation
        (Depreciation)                              860,253                 (78)            94,963
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                1,456,617                 (71)           238,245
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                    $1,443,301                $137           $234,412
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                Alliance
                                                  U.S.
                                               Government/
                                                  High              Alliance             Anchor
                                                  Grade             Utility             Capital
                                               Securities            Income           Appreciation
                                                Portfolio          Portfolio           Portfolio
<S>                                              <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                           $60                 $44               $209
Expenses:
    Mortality & Expense Risk Fees                         8                  10                 71
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                             52                  34                138
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                         (5)                 10              5,385
    Change in Unrealized Appreciation
        (Depreciation)                                  (78)                134              8,237
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                      (83)                144             13,622
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                          ($31)               $178            $13,760
                                              ==============     ===============      =============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                 Anchor
                                               Government
                                                    &                                    Anchor
                                                 Quality             Anchor             Natural
                                                  Bond               Growth            Resources
                                                Portfolio          Portfolio           Portfolio
<S>                                               <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                        $1,993                $116                 $0
Expenses:
    Mortality & Expense Risk Fees                       145                  50                 10
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                          1,848                  66                (10)
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                     (1,988)              4,496                  1
    Change in Unrealized Appreciation
        (Depreciation)                                 (100)              1,955                890
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                   (2,088)              6,451                891
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                         ($240)             $6,517               $881
                                              ==============     ===============      =============

</TABLE>
<TABLE>

                                                 Dreyfus                                Dreyfus
                                                  Small             Dreyfus               Zero
                                                 Company             Stock               Coupon
                                                  Stock              Index                2000
                                                Portfolio             Fund             Portfolio
<S>                                              <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0             $82,801               $930
Expenses:
    Mortality & Expense Risk Fees                     2,786              35,158                155
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                         (2,786)             47,643                775
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                    (17,176)            143,876                 (4)
    Change in Unrealized Appreciation
        (Depreciation)                               49,961             534,775               (456)
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                   32,785             678,651               (460)
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                       $29,999            $726,294               $315
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                Fidelity
                                                  Asset             Fidelity            Fidelity
                                                 Manager           Contrafund            Growth
                                                Portfolio          Portfolio           Portfolio
<S>                                             <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                       $61,501             $13,299           $360,271
Expenses:
    Mortality & Expense Risk Fees                     9,130               5,958             40,086
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                         52,371               7,341            320,185
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       (138)             16,695            225,037
    Change in Unrealized Appreciation
        (Depreciation)                               50,732             139,635            916,601
                                              --------------     ---------------      -------------

    Net Gain (Loss) on Investments                   50,594             156,330          1,141,638
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                      $102,965            $163,671         $1,461,823
                                              ==============     ===============      =============

</TABLE>
<TABLE>

                                                                    Fidelity
                                                Fidelity           Investment           Fidelity
                                                  High               Grade               Money
                                                 Income               Bond               Market
                                                Portfolio          Portfolio           Portfolio
<S>                                              <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                       $25,817             $11,228           $104,828
Expenses:
    Mortality & Expense Risk Fees                     3,902               3,790             18,801
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                         21,915               7,438             86,027
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                    (12,925)             (1,112)                 0
    Change in Unrealized Appreciation
        (Depreciation)                               17,353             (12,354)                 0
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                    4,428             (13,466)                 0
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                       $26,343             ($6,028)           $86,027
                                              ==============     ===============      =============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                   SunAmerica          SunAmerica
                                                Fidelity            Alliance           Aggressive
                                                Overseas             Growth              Growth
                                                Portfolio          Portfolio           Portfolio
<S>                                              <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                       $16,156                  $0                 $0
Expenses:
    Mortality & Expense Risk Fees                     4,369                 904                123
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                         11,787                (904)              (123)
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      3,460               5,669              1,932
    Change in Unrealized Appreciation
        (Depreciation)                              173,424              79,099             26,106
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                  176,884              84,768             28,038
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                      $188,671             $83,864            $27,915
                                              ==============     ===============      =============
</TABLE>
<TABLE>



                                               SunAmerica          SunAmerica          SunAmerica
                                                  Asset               Cash             Corporate
                                               Allocation          Management             Bond
                                                Portfolio          Portfolio           Portfolio
<S>                                                 <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0             $10,746                 $0
Expenses:
    Mortality & Expense Risk Fees                        32               4,228                  6
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                            (32)              6,518                 (6)
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                         77               4,159                 24
    Change in Unrealized Appreciation
        (Depreciation)                                  965              13,584                (84)
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                    1,042              17,743                (60)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                        $1,010             $24,261               ($66)
                                              ==============     ===============      =============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                               SunAmerica
                                                 "Dogs"
                                                   of              SunAmerica          SunAmerica
                                                  Wall              Emerging           Federated
                                                 Street             Markets              Value
                                                Portfolio          Portfolio           Portfolio
<S>                                                <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0                  $0                 $0
Expenses:
    Mortality & Expense Risk Fees                        26                  44                121
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                            (26)                (44)              (121)
                                              --------------     ---------------      -------------
 Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       (403)                961                (71)
    Change in Unrealized Appreciation
        (Depreciation)                                 (291)              6,842              6,394
                                              --------------     ---------------      -------------
     Net Gain (Loss) on Investments                    (694)              7,803              6,323
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets
    Resulting From Operations                         ($720)             $7,759             $6,202
                                              ==============     ===============      =============
 </TABLE>
<TABLE>


                                               SunAmerica          SunAmerica
                                                 Global              Global            SunAmerica
                                                  Bond              Equities          Growth-Income
                                                Portfolio          Portfolio           Portfolio
<S>                                                <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0                  $0                 $0
Expenses:
    Mortality & Expense Risk Fees                         4                  64                182
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                             (4)                (64)              (182)
                                              --------------     ---------------      -------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                          0               1,580              4,088
    Change in Unrealized Appreciation
        (Depreciation)                                   (2)              4,258             11,546
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                       (2)              5,838             15,634
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets
    Resulting From Operations                           ($6)             $5,774            $15,452
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                                       SunAmerica
                                                                   SunAmerica         International
                                               SunAmerica        International           Growth
                                               High-Yield         Diversified              &
                                                  Bond              Equities             Income
                                                Portfolio          Portfolio           Portfolio
<S>                                           <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0                  $0            $10,764
Expenses:
    Mortality & Expense Risk Fees                        70                 144                100
                                              --------------     ---------------      -------------
 Net Investment Income (Loss)                           (70)               (144)             10,664
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                        315                (475)                48
    Change in Unrealized Appreciation
        (Depreciation)                                1,005              15,097             (6,115)
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                    1,320              14,622             (6,067)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                        $1,250             $14,478             $4,597
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                               SunAmerica
                                                   MFS             SunAmerica          SunAmerica
                                                 Growth               MFS                 MFS
                                                    &               Mid-Cap              Total
                                                 Income              Growth              Return
                                                Portfolio          Portfolio           Portfolio
<S>                                                <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0              $1,260                 $0
Expenses:
    Mortality & Expense Risk Fees                       122                  59                 50
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                           (122)              1,201                (50)
                                              --------------     ---------------      -------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      3,481               3,519                513
    Change in Unrealized Appreciation
        (Depreciation)                                2,847               6,611               (146)
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                    6,328              10,130                367
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                        $6,206             $11,331               $317
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                               SunAmerica          SunAmerica          SunAmerica
                                                 Putnam               Real             SunAmerica
                                                 Growth              Estate             Balanced
<S>                                             Portfolio          Portfolio           Portfolio
Investment Income (Loss):                     <C>                <C>                 <C>
    Dividends                                            $0                  $0                 $0
Expenses:
    Mortality & Expense Risk Fees                       198                   4                101
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                           (198)                 (4)              (101)
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      6,536                   0                214
    Change in Unrealized Appreciation
        (Depreciation)                               10,300                 168              9,028
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                   16,836                 168              9,242
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                       $16,638                $164             $9,141
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                                                       SunAmerica
                                                                   SunAmerica          Worldwide
                                               SunAmerica           Venture               High
                                                 Utility             Value               Income
                                                Portfolio          Portfolio           Portfolio
<S>                                               <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0                  $0                 $0
Expenses:
    Mortality & Expense Risk Fees                         5                 227                  0
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                             (5)               (227)                 0
                                              --------------     ---------------      -------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                          9                (263)                 3
    Change in Unrealized Appreciation
        (Depreciation)                                   55              15,614                 19
                                              --------------     ---------------      -------------
     Net Gain (Loss) on Investments                      64              15,351                 22
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                           $59             $15,124                $22
                                              ==============     ===============      =============
 </TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                 VanEck              VanEck               WP&G
                                                Worldwide          Worldwide            Tomorrow
                                                Emerging              Hard                Long
                                                 Markets             Assets               Term
                                                  Fund                Fund             Portfolio
<S>                                              <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0                $544             $7,635

Expenses:
     Mortality & Expense Risk Fees                      562                 405                607
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                           (562)                139              7,028
                                              --------------     ---------------      -------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      3,139              (8,908)               692
    Change in Unrealized Appreciation
        (Depreciation)                               49,606              18,485             (1,304)
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                   52,745               9,577               (612)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                       $52,183              $9,716             $6,416
                                              ==============     ===============      =============

</TABLE>
<TABLE>

                                                  WP&G                WP&G
                                                Tomorrow            Tomorrow
                                                 Medium              Short
                                                  Term                Term
                                                Portfolio          Portfolio
<S>                                              <C>                <C>
Investment Income (Loss):
    Dividends                                          $414                $598
Expenses:
    Mortality & Expense Risk Fees                        44                  64
                                              --------------     ---------------
 Net Investment Income (Loss)                           370                 534
                                              --------------     ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                         19                  68
    Change in Unrealized Appreciation
        (Depreciation)                                 (206)               (543)
                                              --------------     ---------------
    Net Gain (Loss) on Investments                     (187)               (475)
                                               --------------     ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                          $183                 $59
                                              ==============     ===============
 </TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                             STATEMENT OF OPERATIONS
 For The Years Ended December 31, 1999, December 31, 1998 and December 31, 1997
<TABLE>

                  1998

                                                                      AIM                  AIM
                                                                    Capital           International
                                                                  Appreciation            Equity
                                                  Total               Fund                 Fund
<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>


                                                                                         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>
                See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                    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>



                                                                    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>
                See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>



                                                                    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>

                                                Alliance
                                                  U.S.
                                               Government/                               Dreyfus
                                                  High              Alliance              Small
                                                  Grade             Utility              Company
                                               Securities            Income               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>
                See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                    Dreyfus
                                                 Dreyfus              Zero               Fidelity
                                                  Stock              Coupon               Asset
                                                  Index               2000               Manager
                                                  Fund             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>



                                                                                         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>
                See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                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>


                                                                     VanEck               VanEck
                                                 VanEck            Worldwide            Worldwide
                                                Worldwide           Emerging               Hard
                                                Balanced            Markets               Assets
                                                  Fund                Fund                 Fund
<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>
                See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                  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 OPERATIONS
 For The Years Ended December 31, 1999, December 31, 1998 and December 31, 1997

<TABLE>

                  1997

                                                                    Alliance
                                                                  Conservative           Alliance
                                                                   Investors              Growth
                                                  Total            Portfolio            Portfolio
<S>                                      <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                      $208,147                $306              $27,680
Expenses:
    Mortality & Expense Risk Fees                    41,401                 139                6,211
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                        166,746                 167               21,469
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                    206,207                 600               37,620
    Change in Unrealized Appreciation
        (Depreciation)                              366,321                 586              138,629
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                  572,528               1,186              176,249
                                              --------------     ---------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                      $739,274              $1,353             $197,718
                                              ==============     ===============      ===============

</TABLE>
<TABLE>

                                                Alliance
                                                 Growth             Alliance
                                                    &                Growth              Alliance
                                                 Income            Investors            Technology
                                                Portfolio          Portfolio            Portfolio
<S>                                      <C>                <C>
Investment Income (Loss):
    Dividends                                       $27,385              $2,233                 $544
Expenses:
    Mortality & Expense Risk Fees                     4,386                 756                1,659
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                         22,999               1,477               (1,115)
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                     18,395               3,687               16,995
    Change in Unrealized Appreciation
        (Depreciation)                               68,190               5,513              (15,270)
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                   86,585               9,200                1,725
                                              --------------     ---------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                      $109,584             $10,677                 $610
                                              ==============     ===============      ===============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    Dreyfus
                                                                     Small               Dreyfus
                                                Alliance            Company               Stock
                                                 Quasar              Stock                Index
                                                Portfolio          Portfolio               Fund
<S>                                      <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                          $114              $2,290              $30,945
Expenses:
    Mortality & Expense Risk Fees                     1,578                 188                4,258
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                         (1,464)              2,102               26,687
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      9,057                (107)              41,444
    Change in Unrealized Appreciation
        (Depreciation)                               11,871              (5,712)              41,726
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                   20,928              (5,819)              83,170
                                              --------------     ---------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                       $19,464             ($3,717)            $109,857
                                              ==============     ===============      ===============

</TABLE>
<TABLE>


                                                 Dreyfus
                                                  Zero              Fidelity
                                                 Coupon              Asset               Fidelity
                                                  2000              Manager               Growth
                                                Portfolio          Portfolio            Portfolio
<S>                                      <C>                                    <C>
Investment Income (Loss):
    Dividends                                          $584             $24,048              $29,644
Expenses:
    Mortality & Expense Risk Fees                        73               2,502                8,178
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                            511              21,546               21,466
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                        (71)              8,600               55,366
    Change in Unrealized Appreciation
        (Depreciation)                                   83              19,239               90,042
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                       12              27,839              145,408
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets
    Resulting From Operations                          $523             $49,385             $166,874
                                              ==============     ===============      ===============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                    Fidelity
                                                Fidelity           Investment            Fidelity
                                                  High               Grade                Money
                                                 Income               Bond                Market
                                                Portfolio          Portfolio            Portfolio
<S>                                      <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                        $4,849              $3,074              $38,596
Expenses:
    Mortality & Expense Risk Fees                     1,566                 553                6,480
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                          3,283               2,521               32,116
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                     11,481                 322                    0
    Change in Unrealized Appreciation
        (Depreciation)                               11,697               2,132                    0
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                   23,178               2,454                    0
                                              --------------     ---------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                       $26,461              $4,975              $32,116
                                              ==============     ===============      ===============

</TABLE>
<TABLE>

                                                                                          VanEck
                                                                     VanEck             Worldwide
                                                Fidelity           Worldwide               Hard
                                                Overseas            Balanced              Assets
                                                Portfolio             Fund                 Fund
<S>                                      <C>                <C>
Investment Income (Loss):
    Dividends                                       $11,804                $832                 $485
Expenses:
    Mortality & Expense Risk Fees                     2,117                 489                  166
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                          9,687                 343                  319
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      1,460                 856                  165
    Change in Unrealized Appreciation
        (Depreciation)                               (3,697)              3,097               (1,231)
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                   (2,237)              3,953               (1,066)
                                              --------------     ---------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                        $7,450              $4,296                ($747)
                                              ==============     ===============      ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                  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                                        $2,143                $335                 $256
Expenses:
    Mortality & Expense Risk Fees                        85                   4                   13
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                          2,058                 331                  243
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                        303                   2                   32
    Change in Unrealized Appreciation
        (Depreciation)                                 (304)               (254)                 (16)
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                       (1)               (252)                  16
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets
    Resulting From Operations                        $2,057                 $79                 $259
                                              ==============     ===============      ===============
</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, 1999, December 31, 1998 and December 31, 1997
<TABLE>

                  1999
                                                                      AIM                 AIM
                                                                    Capital           International
                                                                  Appreciation           Equity
                                                  Total               Fund                Fund
<S>                                              <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                 $1,108,245              $7,430            $22,250
    Realized Gain (Loss) on Investment Activity   1,688,244               9,467               (658)
    Change in Unrealized Appreciation
        (Depreciation) of Investments             4,216,974             118,713            245,104
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets Resulting
    From Operations                               7,013,463             135,610            266,696
                                              --------------     ---------------      -------------
 Capital Transactions:
    Contract Deposits and Transfers              16,057,267             191,533            350,534
    Cost Of Insurance Charge                     (2,371,415)            (34,739)           (48,131)
    Policy Loans                                   (467,311)             (6,129)            (4,309)
    Contract Withdrawals                         (1,231,246)             (7,120)            (1,849)
    Death Benefits                                  (19,183)               (532)                 0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                    11,968,112             143,013            296,245
                                              --------------     ---------------      -------------
 Total Increase (Decrease) in Net Assets         18,981,575             278,623            562,941
Net Assets, at Beginning of Year                 18,181,279             200,777            244,616
                                              --------------     ---------------      -------------
Net Assets, at End of Year                      $37,162,854            $479,400           $807,557
                                              ==============     ===============      =============
 </TABLE>
<TABLE>

                                                                                        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)                     $2,973                $213                $29
    Realized Gain (Loss) on Investment Activity         332                (472)                 1
    Change in Unrealized Appreciation
        (Depreciation) of Investments                (1,782)               (364)                15
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   1,523                (623)                45
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                   9,205               9,418                  0
    Cost Of Insurance Charge                         (3,200)             (1,677)               (53)
    Policy Loans                                     (1,019)                  0                  0
    Contract Withdrawals                                (89)                  0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         4,897               7,741                (53)
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets               6,420               7,118                 (8)
Net Assets, at Beginning of Year                     32,995               8,547                222
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $39,415             $15,665               $214
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    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)                   $239,513            $208,349            $20,178
    Realized Gain (Loss) on Investment Activity     153,081              59,630             11,353
    Change in Unrealized Appreciation
        (Depreciation) of Investments               690,619             (46,210)               700
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                               1,083,213             221,769             32,231
                                              --------------     ---------------      -------------

Capital Transactions:
    Contract Deposits and Transfers               1,119,286             155,452             44,115
    Cost Of Insurance Charge                       (281,233)           (202,332)           (14,016)
    Policy Loans                                    (67,291)            (39,707)            (6,664)
    Contract Withdrawals                           (128,553)            (55,146)            (9,348)
    Death Benefits                                   (1,534)             (1,017)              (273)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       640,675            (142,750)            13,814
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets           1,723,888              79,019             46,045
Net Assets, at Beginning of Year                  2,827,243           2,510,891            195,648
                                              --------------     ---------------      -------------
Net Assets, at End of Year                       $4,551,131          $2,589,910           $241,693
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                                    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)                    $28,794             $16,048             $1,120
    Realized Gain (Loss) on Investment Activity     322,423                   0                896
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     0                   0            105,394
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets Resulting
    From Operations                                 351,217              16,048            107,410
                                               --------------     ---------------      -------------

Capital Transactions:
    Contract Deposits and Transfers                (348,680)             20,790            475,404
    Cost Of Insurance Charge                         (2,537)            (26,366)           (64,005)
    Policy Loans                                          0                   0             (1,748)
    Contract Withdrawals                                  0                   0             (5,587)
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                      (351,217)             (5,576)           404,064
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets                   0              10,472            511,474
Net Assets, at Beginning of Year                          0              20,484            151,967
                                              --------------     ---------------      -------------

Net Assets, at End of Year                               $0             $30,956           $663,441
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    Alliance
                                                Alliance             Total              Alliance
                                               Technology           Return               Quasar
                                                Portfolio          Portfolio           Portfolio
<S>                                              <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                   ($13,316)               $208            ($3,833)
    Realized Gain (Loss) on Investment Activity     596,364                   7            143,282
    Change in Unrealized Appreciation
        (Depreciation) of Investments               860,253                 (78)            94,963
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets Resulting
    From Operations                               1,443,301                 137            234,412
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers               2,359,314                   0            804,931
    Cost Of Insurance Charge                       (159,124)               (219)           (44,995)
    Policy Loans                                    (23,231)                  0             (3,851)
    Contract Withdrawals                            (43,776)                  0            (10,477)
    Death Benefits                                        0                   0               (348)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                     2,133,183                (219)           745,260
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets           3,576,484                 (82)           979,672
Net Assets, at Beginning of Year                    808,100               2,530            323,880
                                              --------------     ---------------      -------------
Net Assets, at End of Year                       $4,384,584              $2,448         $1,303,552
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                Alliance
                                                  U.S.
                                               Government/
                                                  High              Alliance             Anchor
                                                 Grade              Utility             Capital
                                               Securities            Income           Appreciation
                                                Portfolio          Portfolio           Portfolio
<S>                                                <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                        $52                 $34               $138
    Realized Gain (Loss) on Investment Activity          (5)                 10              5,385
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   (78)                134              8,237
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                     (31)                178             13,760
                                              --------------     ---------------      -------------

Capital Transactions:
    Contract Deposits and Transfers                       0                   0             72,791
    Cost Of Insurance Charge                            (79)                (92)            (3,747)
    Policy Loans                                          0                   0                  0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           (79)                (92)            69,044
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets                (110)                 86             82,804
Net Assets, at Beginning of Year                        968               1,020                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                             $858              $1,106            $82,804
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                 Anchor
                                               Government
                                                    &                                    Anchor
                                                 Quality             Anchor             Natural
                                                  Bond               Growth            Resources
                                                Portfolio          Portfolio           Portfolio
<S>                                            <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                     $1,848                 $66               ($10)
    Realized Gain (Loss) on Investment Activity      (1,988)              4,496                  1
    Change in Unrealized Appreciation
        (Depreciation) of Investments                  (100)              1,955                890
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                    (240)              6,517                881
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                 121,869              24,961             11,419
    Cost Of Insurance Charge                         (1,419)               (678)              (277)
    Policy Loans                                          0                   0                  0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       120,450              24,283             11,142
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets             120,210              30,800             12,023
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                         $120,210             $30,800            $12,023
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                 Dreyfus                                Dreyfus
                                                  Small             Dreyfus               Zero
                                                 Company             Stock               Coupon
                                                  Stock              Index                2000
                                                Portfolio             Fund             Portfolio
<S>                                              <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    ($2,786)            $47,643               $775
    Realized Gain (Loss) on Investment Activity     (17,176)            143,876                 (4)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                49,961             534,775               (456)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  29,999             726,294                315
                                              --------------     ---------------      -------------

Capital Transactions:
    Contract Deposits and Transfers                 160,056           2,254,428              5,613
    Cost Of Insurance Charge                        (26,925)           (411,576)            (1,842)
    Policy Loans                                     (2,946)            (54,271)                 0
    Contract Withdrawals                            (14,410)           (143,533)              (488)
    Death Benefits                                     (403)             (2,534)               (21)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       115,372           1,642,514              3,262
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets             145,371           2,368,808              3,577
Net Assets, at Beginning of Year                    248,028           2,715,365             13,579
                                              --------------     ---------------      -------------
Net Assets, at End of Year                         $393,399          $5,084,173            $17,156
                                              ==============     ===============      =============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                Fidelity
                                                  Asset             Fidelity            Fidelity
                                                 Manager           Contrafund            Growth
                                                Portfolio          Portfolio           Portfolio
<S>                                               <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $52,371              $7,341           $320,185
    Realized Gain (Loss) on Investment Activity        (138)             16,695            225,037
    Change in Unrealized Appreciation
        (Depreciation) of Investments                50,732             139,635            916,601
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 102,965             163,671          1,461,823
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                 422,099             673,063          2,250,185
    Cost Of Insurance Charge                        (90,397)            (68,090)          (402,276)
    Policy Loans                                    (12,318)               (960)           (89,548)
    Contract Withdrawals                             (3,454)            (13,989)          (239,317)
    Death Benefits                                   (4,218)               (699)            (6,501)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       311,712             589,325          1,512,543
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets             414,677             752,996          2,974,366
Net Assets, at Beginning of Year                    793,844             296,842          3,048,504
                                              --------------     ---------------      -------------
Net Assets, at End of Year                       $1,208,521          $1,049,838         $6,022,870
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                                    Fidelity
                                                Fidelity           Investment           Fidelity
                                                  High               Grade               Money
                                                 Income               Bond               Market
                                                Portfolio          Portfolio           Portfolio
<S>                                           <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $21,915              $7,438            $86,027
    Realized Gain (Loss) on Investment Activity     (12,925)             (1,112)                 0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                17,353             (12,354)                 0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  26,343              (6,028)            86,027
                                              --------------     ---------------      -------------

Capital Transactions:
    Contract Deposits and Transfers                 255,870             379,969           (421,803)
    Cost Of Insurance Charge                        (32,070)            (40,235)          (183,797)
    Policy Loans                                     (4,373)             (7,710)            (2,013)
    Contract Withdrawals                            (24,692)            (42,753)          (465,487)
    Death Benefits                                     (182)                  0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       194,553             289,271         (1,073,100)
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets             220,896             283,243           (987,073)
Net Assets, at Beginning of Year                    263,309             208,718          2,748,419
                                              --------------     ---------------      -------------
Net Assets, at End of Year                         $484,205            $491,961         $1,761,346
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                   SunAmerica          SunAmerica
                                                Fidelity            Alliance           Aggressive
                                                Overseas             Growth              Growth
                                                Portfolio          Portfolio           Portfolio
<S>                                             <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $11,787               ($904)             ($123)
    Realized Gain (Loss) on Investment Activity       3,460               5,669              1,932
    Change in Unrealized Appreciation
        (Depreciation) of Investments               173,424              79,099             26,106
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 188,671              83,864             27,915
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                 175,116             700,521            127,356
    Cost Of Insurance Charge                        (47,710)            (14,780)            (5,960)
    Policy Loans                                     (7,700)                  0             (3,434)
    Contract Withdrawals                            (15,290)                  0                  0
    Death Benefits                                     (921)                  0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       103,495             685,741            117,962
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets             292,166             769,605            145,877
Net Assets, at Beginning of Year                    380,231                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                         $672,397            $769,605           $145,877
                                              ==============     ===============      =============
</TABLE>
<TABLE>



                                               SunAmerica          SunAmerica          SunAmerica
                                                  Asset               Cash             Corporate
                                               Allocation          Management             Bond
                                                Portfolio          Portfolio           Portfolio
<S>                                            <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       ($32)             $6,518                ($6)
    Realized Gain (Loss) on Investment Activity          77               4,159                 24
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   965              13,584                (84)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   1,010              24,261                (66)
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                  31,387           2,021,308              7,497
    Cost Of Insurance Charge                           (619)           (101,346)              (131)
    Policy Loans                                     (3,434)            (94,800)                 0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        27,334           1,825,162              7,366
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets              28,344           1,849,423              7,300
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $28,344          $1,849,423             $7,300
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                               SunAmerica
                                                 "Dogs"
                                                   of              SunAmerica          SunAmerica
                                                  Wall              Emerging           Federated
                                                 Street             Markets              Value
                                                Portfolio          Portfolio           Portfolio
<S>                                               <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       ($26)               ($44)             ($121)
    Realized Gain (Loss) on Investment Activity        (403)                961                (71)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                  (291)              6,842              6,394
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                    (720)              7,759              6,202
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                  35,255              34,750            157,965
    Cost Of Insurance Charge                         (1,302)             (2,690)            (1,211)
    Policy Loans                                          0                   0                  0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        33,953              32,060            156,754
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets              33,233              39,819            162,956
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $33,233             $39,819           $162,956
                                              ==============     ===============      =============

</TABLE>
<TABLE>



                                               SunAmerica          SunAmerica
                                                 Global              Global            SunAmerica
                                                  Bond              Equities          Growth-Income
                                                Portfolio          Portfolio           Portfolio
<S>                                             <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                        ($4)               ($64)             ($182)
    Realized Gain (Loss) on Investment Activity           0               1,580              4,088
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    (2)              4,258             11,546
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                      (6)              5,774             15,452
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                   3,222              33,441            151,611
    Cost Of Insurance Charge                            (26)             (1,301)            (3,677)
    Policy Loans                                          0                   0            (17,145)
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         3,196              32,140            130,789
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets               3,190              37,914            146,241
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                           $3,190             $37,914           $146,241
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                                       SunAmerica
                                                                   SunAmerica         International
                                               SunAmerica        International           Growth
                                               High-Yield         Diversified              &
                                                  Bond              Equities             Income
                                                Portfolio          Portfolio           Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       ($70)              ($144)           $10,664
    Realized Gain (Loss) on Investment Activity         315                (475)                48
    Change in Unrealized Appreciation
        (Depreciation) of Investments                 1,005              15,097             (6,115)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   1,250              14,478              4,597
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                  93,353             161,448            118,221
    Cost Of Insurance Charge                           (880)             (1,101)            (1,907)
    Policy Loans                                          0              (6,855)                 0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        92,473             153,492            116,314
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets              93,723             167,970            120,911
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $93,723            $167,970           $120,911
                                              ==============     ===============      =============
</TABLE>
<TABLE>


                                               SunAmerica
                                                   MFS             SunAmerica          SunAmerica
                                                 Growth               MFS                 MFS
                                                    &               Mid-Cap              Total
                                                 Income              Growth              Return
                                                Portfolio          Portfolio           Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                      ($122)             $1,201               ($50)
    Realized Gain (Loss) on Investment Activity       3,481               3,519                513
    Change in Unrealized Appreciation
        (Depreciation) of Investments                 2,847               6,611               (146)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   6,206              11,331                317
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                  76,010              88,561             42,507
    Cost Of Insurance Charge                         (2,105)             (2,111)            (1,312)
    Policy Loans                                          0              (3,434)                 0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        73,905              83,016             41,195
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets              80,111              94,347             41,512
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $80,111             $94,347            $41,512
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                               SunAmerica          SunAmerica          SunAmerica
                                                 Putnam               Real             SunAmerica
                                                 Growth              Estate             Balanced
                                                Portfolio          Portfolio           Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                      ($198)                ($4)             ($101)
    Realized Gain (Loss) on Investment Activity       6,536                   0                214
    Change in Unrealized Appreciation
        (Depreciation) of Investments                10,300                 168              9,028
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  16,638                 164              9,141
                                              --------------     ---------------      -------------

Capital Transactions:
    Contract Deposits and Transfers                 126,661               4,786             93,271
    Cost Of Insurance Charge                         (4,367)                (81)            (3,380)
    Policy Loans                                          0                   0                  0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       122,294               4,705             89,891
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets             138,932               4,869             99,032
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                         $138,932              $4,869            $99,032
                                              ==============     ===============      =============

</TABLE>
<TABLE>

                                                                                       SunAmerica
                                                                   SunAmerica          Worldwide
                                               SunAmerica           Venture               High
                                                 Utility             Value               Income
                                                Portfolio          Portfolio           Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                        ($5)              ($227)                $0
    Realized Gain (Loss) on Investment Activity           9                (263)                 3
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    55              15,614                 19
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                      59              15,124                 22
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                  11,073             253,251                620
    Cost Of Insurance Charge                           (305)             (5,294)               (56)
    Policy Loans                                          0                   0                  0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        10,768             247,957                564
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets              10,827             263,081                586
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $10,827            $263,081               $586
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                     VanEck              VanEck
                                                 VanEck            Worldwide           Worldwide
                                                Worldwide           Emerging              Hard
                                                Balanced            Markets              Assets
                                                  Fund                Fund                Fund
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                         $0               ($562)              $139
    Realized Gain (Loss) on Investment Activity           0               3,139             (8,908)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     0              49,606             18,485
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       0              52,183              9,716
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                       0              43,593             39,406
    Cost Of Insurance Charge                              0              (7,198)            (6,367)
    Policy Loans                                          0                   0               (298)
    Contract Withdrawals                                  0                   0             (5,309)
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                             0              36,395             27,432
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets                   0              88,578             37,148
Net Assets, at Beginning of Year                          0              29,539             34,560
                                              --------------     ---------------      -------------
Net Assets, at End of Year                               $0            $118,117            $71,708
                                              ==============     ===============      =============

</TABLE>
<TABLE>

                                                  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)                     $7,028                $370               $534
    Realized Gain (Loss) on Investment Activity         692                  19                 68
    Change in Unrealized Appreciation
        (Depreciation) of Investments                (1,304)               (206)              (543)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   6,416                 183                 59
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                  20,325                 557              2,373
    Cost Of Insurance Charge                         (6,733)               (365)              (973)
    Policy Loans                                     (1,784)               (339)                 0
    Contract Withdrawals                               (579)                  0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        11,229                (147)             1,400
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets              17,645                  36              1,459
Net Assets, at Beginning of Year                     58,921               4,805              6,727
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $76,566              $4,841             $8,186
                                              ==============     ===============      =============

</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, 1999, December 31, 1998 and December 31, 1997
<TABLE>

                  1998
                                                                      AIM                  AIM
                                                                    Capital           International
                                                                  Appreciation            Equity
                                                  Total               Fund                 Fund
<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 and Transfers              10,229,110             183,463              279,691
    Cost Of Insurance Charge                     (1,571,906)            (12,343)             (20,406)
    Policy Loans                                   (212,191)                  0                    0
    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>
<TABLE>

                                                                                         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 and Transfers                   8,717               8,748                  241
    Cost Of Insurance Charge                         (2,651)               (507)                 (31)
    Policy Loans                                          0                   0                    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>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    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 and Transfers               1,465,361           1,726,082               67,671
    Cost Of Insurance Charge                       (210,721)           (152,262)             (18,064)
    Policy Loans                                    (30,640)            (25,729)              (2,299)
    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>
<TABLE>


                                                                    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 and Transfers                 (46,424)             30,250              127,213
    Cost Of Insurance Charge                         (7,879)            (11,766)             (19,989)
    Policy Loans                                          0                   0                 (267)
    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>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                    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 and Transfers                 280,314               2,477              144,506
    Cost Of Insurance Charge                        (66,804)                (58)             (36,287)
    Policy Loans                                    (12,128)                  0              (10,340)
    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>
<TABLE>

                                                Alliance
                                                  U.S.
                                               Government/                               Dreyfus
                                                  High              Alliance              Small
                                                 Grade              Utility              Company
                                               Securities            Income               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 and Transfers                     991                 991              141,312
    Cost Of Insurance Charge                            (23)                (23)             (22,440)
    Policy Loans                                          0                   0               (1,455)
    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>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    Dreyfus
                                                 Dreyfus              Zero               Fidelity
                                                  Stock              Coupon               Asset
                                                  Index               2000               Manager
                                                  Fund             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 and Transfers               1,648,311               4,317              385,929
    Cost Of Insurance Charge                       (264,577)             (2,247)             (60,284)
    Policy Loans                                    (35,221)                  0               (1,634)
    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>
<TABLE>


                                                                                         Fidelity
                                                Fidelity            Fidelity               High
                                               Contrafund            Growth               Income
                                                Portfolio          Portfolio            Portfolio
<S>                                      <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 and Transfers                 273,708           1,519,887               18,962
    Cost Of Insurance Charge                        (18,289)           (264,617)             (31,215)
    Policy Loans                                          0             (38,305)                (541)
    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>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                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 and Transfers                 133,629           1,794,587               22,097
    Cost Of Insurance Charge                        (15,077)           (262,012)             (46,489)
    Policy Loans                                          0             (47,336)              (4,988)
    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>
<TABLE>


                                                                     VanEck               VanEck
                                                 VanEck            Worldwide            Worldwide
                                                Worldwide           Emerging               Hard
                                                Balanced            Markets               Assets
                                                  Fund                Fund                 Fund
<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 and Transfers                 (89,148)             28,877               22,362
    Cost Of Insurance Charge                         (7,250)             (1,673)              (5,001)
    Policy Loans                                          0                   0                    0
    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>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                  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 and Transfers                  38,804                 534                4,650
    Cost Of Insurance Charge                         (9,742)               (536)                (643)
    Policy Loans                                     (1,308)                  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, 1999, December 31, 1998 and December 31, 1997
<TABLE>

                  1997
                                                                    Alliance
                                                                  Conservative           Alliance
                                                                   Investors              Growth
                                                  Total            Portfolio            Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                   $166,746                $167              $21,469
    Realized Gain (Loss) on Investment Activity     206,207                 600               37,620
    Change in Unrealized Appreciation
        (Depreciation) of Investments               366,321                 586              138,629
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 739,274               1,353              197,718
                                              --------------     ---------------      ---------------

Capital Transactions:
    Contract Deposits and Transfers               5,563,491              15,647              816,168
    Cost Of Insurance Charge                       (775,349)             (2,705)            (117,612)
    Policy Loans                                    (94,631)                  0               (6,689)
    Contract Withdrawals                            (82,467)               (239)             (19,879)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                     4,611,044              12,703              671,988
                                              --------------     ---------------      ---------------
Total Increase (Decrease) in Net Assets           5,350,318              14,056              869,706
Net Assets, at Beginning of Year                  1,921,885              10,016              253,342
                                              --------------     ---------------      ---------------
Net Assets, at End of Year                       $7,272,203             $24,072           $1,123,048
                                              ==============     ===============      ===============

</TABLE>
<TABLE>

                                                Alliance
                                                 Growth             Alliance
                                                    &                Growth              Alliance
                                                 Income            Investors            Technology
                                                Portfolio          Portfolio            Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $22,999              $1,477              ($1,115)
    Realized Gain (Loss) on Investment Activity      18,395               3,687               16,995
    Change in Unrealized Appreciation
        (Depreciation) of Investments                68,190               5,513              (15,270)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 109,584              10,677                  610
                                              --------------     ---------------      ---------------

Capital Transactions:
    Contract Deposits and Transfers                 574,019              64,609              274,635
    Cost Of Insurance Charge                        (74,918)            (11,672)             (19,431)
    Policy Loans                                     (5,180)                  0                 (101)
    Contract Withdrawals                             (5,967)             (2,220)              (8,527)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       487,954              50,717              246,576
                                              --------------     ---------------      ---------------
Total Increase (Decrease) in Net Assets             597,538              61,394              247,186
Net Assets, at Beginning of Year                    166,797              56,064                7,875
                                              --------------     ---------------      ---------------
Net Assets, at End of Year                         $764,335            $117,458             $255,061
                                              ==============     ===============      ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    Dreyfus
                                                                     Small               Dreyfus
                                                Alliance            Company               Stock
                                                 Quasar              Stock                Index
                                                Portfolio          Portfolio               Fund
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    ($1,464)             $2,102              $26,687
    Realized Gain (Loss) on Investment Activity       9,057                (107)              41,444
    Change in Unrealized Appreciation
        (Depreciation) of Investments                11,871              (5,712)              41,726
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  19,464              (3,717)             109,857
                                              --------------     ---------------      ---------------

Capital Transactions:
    Contract Deposits and Transfers                 236,458             133,412              781,031
    Cost Of Insurance Charge                        (17,506)             (2,314)             (90,065)
    Policy Loans                                       (387)                  0               (1,032)
    Contract Withdrawals                             (1,093)                  0               (7,423)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       217,472             131,098              682,511
                                              --------------     ---------------      ---------------
Total Increase (Decrease) in Net Assets             236,936             127,381              792,368
Net Assets, at Beginning of Year                      4,740                   0              152,067
                                              --------------     ---------------      ---------------
Net Assets, at End of Year                         $241,676            $127,381             $944,435
                                              ==============     ===============      ===============
</TABLE>
<TABLE>

                                                 Dreyfus
                                                  Zero              Fidelity
                                                 Coupon              Asset               Fidelity
                                                  2000              Manager               Growth
                                                Portfolio          Portfolio            Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       $511             $21,546              $21,466
    Realized Gain (Loss) on Investment Activity         (71)              8,600               55,366
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    83              19,239               90,042
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                     523              49,385              166,874
                                              --------------     ---------------      ---------------
Capital Transactions:
    Contract Deposits and Transfers                  11,738             288,591              496,116
    Cost Of Insurance Charge                         (4,235)            (42,651)            (148,843)
    Policy Loans                                          0                (167)             (24,473)
    Contract Withdrawals                               (171)             (9,859)             (19,994)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         7,332             235,914              302,806
                                              --------------     ---------------      ---------------
Total Increase (Decrease) in Net Assets               7,855             285,299              469,680
Net Assets, at Beginning of Year                      2,911             102,607              694,395
                                              --------------     ---------------      ---------------
Net Assets, at End of Year                          $10,766            $387,906           $1,164,075
                                              ==============     ===============      ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    Fidelity
                                                Fidelity           Investment            Fidelity
                                                  High               Grade                Money
                                                 Income               Bond                Market
                                                Portfolio          Portfolio            Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                     $3,283              $2,521              $32,116
    Realized Gain (Loss) on Investment Activity      11,481                 322                    0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                11,697               2,132                    0
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  26,461               4,975               32,116
                                              --------------     ---------------      ---------------

Capital Transactions:
    Contract Deposits and Transfers                 228,644              30,051            1,209,442
    Cost Of Insurance Charge                        (23,779)             (6,686)            (159,431)
    Policy Loans                                          0                   0              (52,504)
    Contract Withdrawals                             (2,049)                (16)              (1,225)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       202,816              23,349              996,282
                                              --------------     ---------------      ---------------
Total Increase (Decrease) in Net Assets             229,277              28,324            1,028,398
Net Assets, at Beginning of Year                     57,904              51,172              197,492
                                              --------------     ---------------      ---------------
Net Assets, at End of Year                         $287,181             $79,496           $1,225,890
                                              ==============     ===============      ===============

</TABLE>
<TABLE>

                                                                                          VanEck
                                                                     VanEck             Worldwide
                                                Fidelity           Worldwide               Hard
                                                Overseas            Balanced              Assets
                                                Portfolio             Fund                 Fund
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                     $9,687                $343                 $319
    Realized Gain (Loss) on Investment Activity       1,460                 856                  165
    Change in Unrealized Appreciation
        (Depreciation) of Investments                (3,697)              3,097               (1,231)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   7,450               4,296                 (747)
                                              --------------     ---------------      ---------------

Capital Transactions:
    Contract Deposits and Transfers                 282,864              60,836               25,015
    Cost Of Insurance Charge                        (34,464)            (10,075)              (4,740)
    Policy Loans                                     (4,098)                  0                    0
    Contract Withdrawals                             (3,073)               (712)                 (20)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       241,229              50,049               20,255
                                              --------------     ---------------      ---------------
Total Increase (Decrease) in Net Assets             248,679              54,345               19,508
Net Assets, at Beginning of Year                    119,661              33,970               10,712
                                              --------------     ---------------      ---------------
Net Assets, at End of Year                         $368,340             $88,315              $30,220
                                              ==============     ===============      ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                  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 and Transfers                  27,235               4,185                2,795
    Cost Of Insurance Charge                         (3,562)               (124)                (536)
    Policy Loans                                          0                   0                    0
    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, Gallery
Life, and Polaris 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"), Weiss, Peck &
Greer ("WP&G Tomorrow  Fund"),  Anchor Series Trust  ("Anchor"),  and SunAmerica
Series Trust  ("SunAmerica").  The assets in the policies may be invested in the
following subaccounts:
<TABLE>
<S>                                                      <C>
AIM Fund:                                                Fidelity Trust II:
           Capital Appreciation Fund                                 Asset Manager Portfolio
           International Equity Fund                                 Contrafund Portfolio
                                                                     Investment Grade Bond Portfolio

Alliance Fund:
           Conservative Investors Portfolio              SunAmerica:
           Global Bond Portfolio                                     Alliance Growth Portfolio
           Global Dollar Government Portfolio                        Aggressive Growth Portfolio
           Growth Portfolio                                          Asset Allocation Portfolio
           Growth & Income Portfolio                                 Cash Management Portfolio
           Growth Investors Portfolio                                Corporate Bond Portfolio
           International Portfolio                                   "Dogs" of Wall Street Portfolio
           Money Market Portfolio                                    Emerging Markets Portfolio
           Premier Growth Portfolio                                  Federated Value Portfolio
           Quasar Portfolio                                          Global Bond Portfolio
           Technology Portfolio                                      Global Equities Portfolio
           Total Return Portfolio                                    Growth-Income Portfolio
           U.S. Government/High Grade Securities Portfolio           High-Yield Bond Portfolio
           Utility Income Portfolio                                  International Diversified Equities Portfolio
                                                                     International Growth & Income Portfolio
Anchor:                                                              MFS Growth & Income Portfolio
           Capital Appreciation Portfolio                            MFS Mid-Cap Growth Portfolio
           Government & Quality Bond Portfolio                       MFS Total Return Portfolio
           Growth Portfolio                                          Putnam Growth Portfolio
           Natural Resources Portfolio                               Real Estate Portfolio
                                                                     SunAmerica Balanced Portfolio
Dreyfus Fund:                                                        Utility Portfolio
           Small Company Stock Portfolio                             Venture Value Portfolio
           Stock Index Fund                                          Worldwide High Income Portfolio
           Zero Coupon 2000 Portfolio
                                                         Van Eck Trust:
Fidelity Trust:                                                      Worldwide Balanced Fund (Fund Closed 06/29/98)
           Growth Portfolio                                          Worldwide Emerging Markets Fund
           High Income Portfolio                                     Worldwide Hard Assets Fund
           Money Market Portfolio
           Overseas Portfolio                             WP&G Tomorrow Fund:
                                                                     Tomorrow Long Term Portfolio
                                                                     Tomorrow Medium Term Portfolio
                                                                     Tomorrow Short Term Portfolio
</TABLE>

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.

E. The financial  statements for 1998 and 1997 have been reclassified to conform
to the 1999 presentation.

3. Contract Charges

Vision and Gallery Life Products

There are charges  and  deductions  for which the Company  will deduct from each
policy.  The deductions  from each premium payment 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

     (d)  acquisition and underwriting charges

A transfer  charge of $25.00 will be assessed for each  transfer in excess of 12
each Policy year.

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.

Polaris Life Product

There are charges  and  deductions  for which the Company  will deduct from each
policy.  The current  deductions from each premium payment are a sales charge of
5% for the first ten  policy  years,  which  will  reduce to 3% in policy  years
eleven and  greater.  The  maximum  that will be  charged  is 8% of the  premium
payment.

Daily  charges  for  mortality  and  expense  risks  assumed by the  Company are
assessed through the daily unit value calculation and are currently  equivalent,
on an annual basis,  to .75% of the account value of the policies with a maximum
of .90%.  This  charge may be  decreased  to not less than .25% in policy  years
eleven and greater.  The maximum is  guaranteed  not to exceed an annual rate of
 .90%.

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 or riders

     (d)  acquisition and underwriting charges (first five policy years)

A transfer  charge of $25.00 will be assessed for each  transfer in excess of 12
each Policy year.

If the policy is  surrendered  during  the first ten policy  years or ten policy
years  following a Face  Amount  increase,  the Company  will deduct a surrender
charge  based on the initial  Face  Amount or the  increase  in Face  Amount.  A
surrender charge will also be deducted for a partial withdrawal or a decrease in
Face Amount.

For a partial  withdrawal or a Face Amount  Decrease,  the  surrender  charge is
equal to the applicable  surrender charge multiplied by a fraction (equal to the
amount of partial  withdrawal  plus any  administrative  charge,  if applicable,
divided  by the Net  Cash  Surrender  Value  immediately  prior  to the  partial
withdraw).  An administrative  charge upon partial surrender may 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)

4. Purchases of Investments

For the year ended  December  31, 1999,  investment  activity in the Fund was as
follows:
<TABLE>
                                                                 Cost of            Proceeds
                                                                Purchases          From Sales
<S>                                                             <C>                 <C>
Shares of
AIM Fund:
        Capital Appreciation Fund                                $ 224,923           $ 74,481
        International Equity Fund                                  367,455             48,960
Alliance Fund:
        Conservative Investors Portfolio                            13,451              5,581
        Global Bond Portfolio                                       20,849             12,897
        Global Dollar Government Portfolio                              31                 54
        Growth Portfolio                                         5,099,952          4,219,764
        Growth & Income Portfolio                                4,629,933          4,564,336
        Growth Investors Portfolio                                  89,948             55,956
        International Portfolio                                 42,790,294         43,112,716
        Money Market Portfolio                                  55,049,664         55,039,193
        Premier Growth Portfolio                                 2,005,804          1,600,619
        Technology Portfolio                                    77,489,023         75,369,157
        Total Return Portfolio                                         229                241
        Quasar Portfolio                                        30,368,359         29,626,932
        U.S. Government/High Grade Securities Portfolio                 59                 87
        Utility Income Portfolio                                        43                101
Anchor:
        Capital Appreciation Portfolio                             120,952             51,771
        Government & Quality Bond Portfolio                        164,460             42,161
        Growth Portfolio                                            64,207             39,857
        Natural Resources Portfolio                                 11,378                246
Dreyfus Fund:
        Small Company Portfolio                                    229,583            116,998
        Stock Index Fund                                         2,202,224            512,068
        Zero Coupon 2000 Portfolio                                   7,085              3,048
Fidelity Trust:
        Asset Manager Portfolio                                    495,994            131,911
        Contrafund Portfolio                                       698,379            101,713
        Growth Portfolio                                         2,741,221            908,496
        High Income Portfolio                                      310,887             94,420
        Investment Grade Bond Portfolio                            402,048            105,340
        Money Market Portfolio                                   3,705,690          4,692,763
        Overseas Portfolio                                         181,549             66,269
Sun America:
        Alliance Growth Portfolio                                  760,653             75,816
        Aggressive Growth Portfolio                                180,460             62,622
        Asset Allocation Portfolio                                  81,049             53,747
        Cash Management Portfolio                                4,383,240          2,551,560
        Corporate Bond Portfolio                                    14,726              7,367
        "Dogs" of Wall Street Portfolio                             42,758              8,833
        Emerging Markets Portfolio                                  48,389             16,373
        Federated Value Portfolio                                  160,428              3,796
        Global Bond Portfolio                                        3,220                 28
        Global Equities Portfolio                                   46,606             14,530
        Growth-Income Portfolio                                    414,879            284,271
        High-Yield Bond Portfolio                                  108,048             15,646
        International Diversified Equities Portfolio               255,839            102,490
        International Growth & Income Portfolio                    135,631              8,653
        MFS Growth & Income Portfolio                              139,771             65,987
        MFS Mid-Cap Growth Portfolio                               157,758             73,541
        MFS Total Return Portfolio                                  72,858             31,714
        Putnam Growth Portfolio                                    239,995            117,899
        Real Estate Portfolio                                        4,718                 19
        SunAmerica Balanced Portfolio                              102,293             12,503
        Utility Portfolio                                           11,722                962
        Venture Value Portfolio                                    259,867             12,138
        Worldwide High Income Portfolio                                617                 55
Van Eck Trust:
        Worldwide Emerging Markets Fund                             51,310             15,476
        Worldwide Hard Assets Fund                                  59,457             31,886
        Worldwide Balanced Fund                                          0                  0

</TABLE>
<PAGE>
<TABLE>

                     AIG LIFE INSURANCE COMPANY
                             (AIG LIFE)
                         VARIABLE ACCOUNT II

              NOTES TO FINANCIAL STATEMENTS (continued)

4. Purchases of Investments (continued)
                                                                   Cost of         Proceeds
                                                                  Purchases        From Sales
<S>                                                             <C>               <C>
Shares of
WP&G Tomorrow Fund:
        Tomorrow Long Term Portfolio                                 27,015            8,757
        Tomorrow Medium Term Portfolio                                  849              627
        Tomorrow Short Term Portfolio                                18,817           16,883
</TABLE>

<PAGE>

                     AIG LIFE INSURANCE COMPANY
                             (AIG LIFE)
                         VARIABLE ACCOUNT II

              NOTES TO FINANCIAL STATEMENTS (continued)

4. Purchases of Investments (continued)

For the year ended  December  31, 1998,  investment  activity in the Fund was as
follows:
<TABLE>

                                                                   Cost of            Proceeds
                                                                  Purchases          From Sales
<S>                                                               <C>               <C>
Shares of
AIM Fund:
        Capital Appreciation Fund                                  $ 201,598           $ 26,283
        International Equity Fund                                    499,113            240,193
Alliance Fund:
        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 Securities Portfolio                  976                  8
        Utility Income Portfolio                                         976                  8
Dreyfus Fund:
        Small Company Portfolio                                      277,608            163,341
        Stock Index Fund                                           1,719,925            387,790
        Zero Coupon 2000 Portfolio                                     7,868              5,215
Fidelity Trust:
        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 Trust:
        Worldwide Emerging Markets Fund                               31,817              4,692
        Worldwide Hard Assets Fund                                    34,521             13,551
        Worldwide Balanced Fund                                       43,581            115,939
WP&G Tomorrow Fund:
        Tomorrow Long Term Portfolio                                  43,881             17,022
        Tomorrow Medium Term Portfolio                                 1,311              1,067
        Tomorrow Short Term Portfolio                                  4,968                873
</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, 1999,  transactions in accumulation units of the
account were as follows:

<TABLE>


                                                        AIM                              AIM                          Alliance
                                                      Capital                       International                   Conservative
                                                     Appreciation                      Equity                        Investors
                                               1        Fund             1              Fund              3          Portfolio

                                                 -------------------            ----------------------           -------------------
<S>                                                     <C>                               <C>                              <C>
Units Purchased                                           11,820.14                         15,051.27                        735.54
Units Withdrawn                                           (4,004.68)                        (4,365.68)                      (309.69)
Units Transferred Between Funds                            3,934.12                         13,591.17                        (70.70)
Units Transferred From (To) AIG Life                           4.63                              0.00                          0.00

                                                 -------------------            ----------------------           -------------------
Net Increase (Decrease)                                   11,754.21                         24,276.76                        355.15
Units, at Beginning of the Year                           17,648.32                         21,138.24                      2,405.91

                                                 -------------------            ----------------------           -------------------
Units, at End of the Year                                 29,402.53                         45,415.00                      2,761.06

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

Unit Value at December 31, 1999                  $            16.30           $                 17.78          $              14.27

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


                                                                                       Alliance
                                                        Alliance                       Global
                                                         Global                        Dollar                         Alliance
                                                          Bond                       Government                        Growth
                                                 1     Portfolio              2       Portfolio                3     Portfolio

                                                   -------------------          ----------------------           -------------------
<S>                                                            <C>                               <C>                      <C>
Units Purchased                                                575.04                            0.00                     39,776.31
Units Withdrawn                                               (159.18)                          (6.60)                   (19,671.92)
Units Transferred Between Funds                                327.26                            0.00                      6,129.06
Units Transferred From (To) AIG Life                             0.00                            0.00                          0.00

                                                   -------------------          ----------------------           -------------------
Net Increase (Decrease)                                        743.12                           (6.60)                    26,233.45
Units, at Beginning of the Year                                766.18                           29.13                    126,178.00

                                                   -------------------          ----------------------           -------------------
Units, at End of the Year                                    1,509.30                           22.53                    152,411.45

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

Unit Value at December 31, 1999                  $              10.38         $                  9.55          $              29.86

                                                   ===================          ======================           ===================
</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>

<TABLE>

                                                        Alliance
                                                         Growth                       Alliance
                                                           &                           Growth                         Alliance
                                                         Income                       Investors                    International
                                                 3     Portfolio              3       Portfolio                2     Portfolio

                                                   -------------------          ----------------------           -------------------
<S>                                                         <C>                              <C>                               <C>
Units Purchased                                             30,461.06                        2,631.85                          0.00
Units Withdrawn                                            (13,838.55)                      (1,720.71)                      (209.31)
Units Transferred Between Funds                            (24,624.69)                         (47.78)                       209.31
Units Transferred From (To) AIG Life                             0.00                            0.00                          0.00

                                                   -------------------          ----------------------           -------------------
Net Increase (Decrease)                                     (8,002.18)                         863.36                          0.00
Units, at Beginning of the Year                            122,262.66                       11,986.03                          0.00

                                                   -------------------          ----------------------           -------------------
Units, at End of the Year                                  114,260.48                       12,849.39                          0.00

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

Unit Value at December 31, 1999                  $              22.67         $                 18.81          $              15.37

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

<TABLE>



                                                        Alliance                        Alliance                    Alliance
                                                         Money                           Premier                    Premier
                                                         Market                          Growth                      Growth
                                                 2     Portfolio                1       Portfolio            2     Portfolio

                                                   -------------------            ----------------------       -------------------
<S>                                                         <C>                               <C>                          <C>
Units Purchased                                             28,076.48                         13,246.88                    219.15
Units Withdrawn                                             (2,456.46)                        (4,175.01)                   (59.22)
Units Transferred Between Funds                            (24,733.45)                        13,952.49                    305.94
Units Transferred From (To) AIG Life                             0.00                              0.00                      0.00

                                                   -------------------            ----------------------       -------------------
Net Increase (Decrease)                                        886.57                         23,024.36                    465.87
Units, at Beginning of the Year                              1,941.33                          9,710.77                    369.56

                                                   -------------------            ----------------------       -------------------
Units, at End of the Year                                    2,827.90                         32,735.13                    835.43

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

Unit Value at December 31, 1999                  $              10.95           $                 19.75      $              20.26

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

</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>

                                                                                         Alliance
                                                        Alliance                          Total                       Alliance
                                                       Technology                        Return                        Quasar
                                                 3     Portfolio                2       Portfolio              1     Portfolio

                                                   -------------------            ----------------------         -------------------
<S>                                                         <C>                                    <C>                    <C>
Units Purchased                                             28,350.64                              0.00                   13,753.83
Units Withdrawn                                            (10,962.54)                           (17.38)                  (5,066.89)
Units Transferred Between Funds                             80,037.83                              0.00                    1,179.61
Units Transferred From (To) AIG Life                             0.00                              0.00                        0.00

                                                   -------------------            ----------------------         -------------------
Net Increase (Decrease)                                     97,425.93                            (17.38)                   9,866.55
Units, at Beginning of the Year                             46,047.66                            207.79                   28,150.24

                                                   -------------------            ----------------------         -------------------
Units, at End of the Year                                  143,473.59                            190.41                   38,016.79

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

Unit Value at December 31, 1999                  $              30.56           $                 12.86        $              13.15

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

</TABLE>
<TABLE>

                                                                                        Alliance
                                                                                          U.S.
                                                                                       Government/
                                                                                          High                       Alliance
                                                        Alliance                          Grade                      Utility
                                                         Quasar                        Securities                     Income
                                                 2     Portfolio                2       Portfolio             2     Portfolio
                                                   -------------------            ----------------------         -------------------
<S>                                                         <C>                                    <C>                        <C>
Units Purchased                                             55,757.99                              0.00                       0.00
Units Withdrawn                                               (561.44)                            (7.28)                     (5.90)
Units Transferred Between Funds                             19,980.30                              0.00                       0.00
Units Transferred From (To) AIG Life                             0.00                              0.00                       0.00
                                                   -------------------            ----------------------         -------------------
Net Increase (Decrease)                                     75,176.85                             (7.28)                     (5.90)
Units, at Beginning of the Year                                523.73                             87.06                      70.48
                                                   -------------------            ----------------------         -------------------
Units, at End of the Year                                   75,700.58                             79.78                      64.58

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

Unit Value at December 31, 1999                  $              10.61           $                 10.75       $              17.12

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

</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>

                                                                                         Anchor
                                                                                       Government
                                                         Anchor                             &
                                                        Capital                          Quality                      Anchor
                                                      Appreciation                        Bond                        Growth
                                                 4     Portfolio                4       Portfolio             4     Portfolio

                                                   -------------------            ----------------------        -------------------
<S>                                                          <C>                                 <C>                      <C>
Units Purchased                                              3,087.57                            535.06                   3,649.48
Units Withdrawn                                               (317.29)                          (140.82)                    (63.16)
Units Transferred Between Funds                              2,983.66                         11,532.73                    (954.91)
Units Transferred From (To) AIG Life                             0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Net Increase (Decrease)                                      5,753.94                         11,926.97                   2,631.41
Units, at Beginning of the Year                                  0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Units, at End of the Year                                    5,753.94                         11,926.97                   2,631.41

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

Unit Value at December 31, 1999                     $           14.39              $              10.08          $           11.70

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

</TABLE>

<TABLE>


                                                                                          Dreyfus
                                                          Anchor                           Small                     Dreyfus
                                                         Natural                          Company                     Stock
                                                        Resources                          Stock                      Index
                                                  4     Portfolio                1       Portfolio            1        Fund

                                                    -------------------            ----------------------       -------------------
<S>                                                             <C>                             <C>                      <C>
Units Purchased                                                 725.94                          9,227.64                 63,725.74
Units Withdrawn                                                 (27.11)                        (4,839.00)               (26,081.49)
Units Transferred Between Funds                                 384.56                          7,091.34                 31,946.11
Units Transferred From (To) AIG Life                              0.00                              0.00                      0.00

                                                    -------------------            ----------------------       -------------------
Net Increase (Decrease)                                       1,083.39                         11,479.98                 69,590.36
Units, at Beginning of the Year                                   0.00                         25,681.64                122,837.64

                                                    -------------------            ----------------------       -------------------
Units, at End of the Year                                     1,083.39                         37,161.62                192,428.00

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

Unit Value at December 31, 1999                   $              11.10           $                 10.59      $              26.42

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

</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>


                                                         Dreyfus
                                                           Zero                          Fidelity
                                                          Coupon                           Asset                     Fidelity
                                                           2000                           Manager                   Contrafund
                                                  1     Portfolio                1       Portfolio            1     Portfolio

                                                    -------------------            ----------------------       -------------------
<S>                                                             <C>                            <C>                       <C>
Units Purchased                                                 597.22                         20,837.92                 23,741.45
Units Withdrawn                                                (199.21)                        (6,305.74)                (5,987.55)
Units Transferred Between Funds                                (118.80)                         3,327.67                 25,139.94
Units Transferred From (To) AIG Life                              0.00                              0.00                      0.00

                                                    -------------------            ----------------------       -------------------
Net Increase (Decrease)                                         279.21                         17,859.85                 42,893.84
Units, at Beginning of the Year                               1,158.47                         46,661.29                 22,912.64

                                                    -------------------            ----------------------       -------------------
Units, at End of the Year                                     1,437.68                         64,521.14                 65,806.48

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

Unit Value at December 31, 1999                   $              11.93           $                 18.73      $              15.95

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



                                                                                                                     Fidelity
                                                                                        Fidelity                    Investment
                                                        Fidelity                          High                        Grade
                                                         Growth                          Income                        Bond
                                                 1     Portfolio                1       Portfolio             1     Portfolio

                                                   -------------------            ----------------------        -------------------
<S>                                                         <C>                                <C>                        <C>
Units Purchased                                             62,187.99                          7,127.52                   8,032.99
Units Withdrawn                                            (31,295.73)                        (4,628.72)                 (7,463.52)
Units Transferred Between Funds                             34,441.26                         12,402.97                  23,182.68
Units Transferred From (To) AIG Life                             0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Net Increase (Decrease)                                     65,333.52                         14,901.77                  23,752.15
Units, at Beginning of the Year                            145,023.28                         20,823.30                  16,922.34

                                                   -------------------            ----------------------        -------------------
Units, at End of the Year                                  210,356.80                         35,725.07                  40,674.49

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

Unit Value at December 31, 1999                  $              28.63           $                 13.55       $              12.10

                                                   ===================            ======================        ===================
</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>

                                                        Fidelity                                                    SunAmerica
                                                         Money                          Fidelity                     Alliance
                                                         Market                         Overseas                      Growth
                                                 1     Portfolio                1       Portfolio             3     Portfolio

                                                   -------------------            ----------------------        -------------------
<S>                                                        <C>                                <C>                        <C>
Units Purchased                                            296,852.47                         10,267.86                  18,144.56
Units Withdrawn                                            (54,093.36)                        (4,680.67)                 (1,330.02)
Units Transferred Between Funds                           (322,250.00)                         1,268.85                  46,463.38
Units Transferred From (To) AIG Life                       (10,676.10)                             0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Net Increase (Decrease)                                    (90,166.99)                         6,856.04                  63,277.92
Units, at Beginning of the Year                            234,124.50                         27,306.95                       0.00

                                                   -------------------            ----------------------        -------------------
Units, at End of the Year                                  143,957.51                         34,162.99                  63,277.92

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

Unit Value at December 31, 1999                  $              12.24           $                 19.68       $              12.16

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

</TABLE>
<TABLE>


                                                        SunAmerica                      SunAmerica                  SunAmerica
                                                        Aggressive                         Asset                       Cash
                                                          Growth                        Allocation                  Management
                                                  4     Portfolio                4       Portfolio            4     Portfolio

                                                    -------------------            ----------------------       -------------------
<S>                                                           <C>                               <C>                     <C>
Units Purchased                                               4,657.50                          3,037.65                377,272.01
Units Withdrawn                                                (795.85)                          (419.16)               (19,378.82)
Units Transferred Between Funds                               5,268.91                             80.70               (176,841.62)
Units Transferred From (To) AIG Life                              0.00                              0.00                      0.00

                                                    -------------------            ----------------------       -------------------
Net Increase (Decrease)                                       9,130.56                          2,699.19                181,051.57
Units, at Beginning of the Year                                   0.00                              0.00                      0.00

                                                    -------------------            ----------------------       -------------------
Units, at End of the Year                                     9,130.56                          2,699.19                181,051.57

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

Unit Value at December 31, 1999                   $              15.98           $                 10.50      $              10.21

                                                    ===================            ======================       ===================
</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>


                                                                                      SunAmerica
                                                                                         "Dogs"
                                                       SunAmerica                          of                      SunAmerica
                                                       Corporate                          Wall                      Emerging
                                                          Bond                           Street                     Markets
                                                 4     Portfolio                4       Portfolio            4     Portfolio

                                                   -------------------            ----------------------       -------------------
<S>                                                            <C>                             <C>                         <C>
Units Purchased                                                724.19                          1,668.19                    872.79
Units Withdrawn                                                (12.96)                          (142.27)                  (248.45)
Units Transferred Between Funds                                 15.91                          2,212.54                  2,399.71
Units Transferred From (To) AIG Life                             0.00                              0.00                      0.00

                                                   -------------------            ----------------------       -------------------
Net Increase (Decrease)                                        727.14                          3,738.46                  3,024.05
Units, at Beginning of the Year                                  0.00                              0.00                      0.00

                                                   -------------------            ----------------------       -------------------
Units, at End of the Year                                      727.14                          3,738.46                  3,024.05

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

Unit Value at December 31, 1999                  $              10.04           $                  8.89      $              13.17

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

</TABLE>
<TABLE>


                                                       SunAmerica                      SunAmerica                   SunAmerica
                                                       Federated                         Global                       Global
                                                         Value                            Bond                       Equities
                                                 4     Portfolio                4       Portfolio             4     Portfolio

                                                   -------------------            ----------------------        -------------------
<S>                                                          <C>                                 <C>                      <C>
Units Purchased                                              1,006.86                            276.98                   1,535.29
Units Withdrawn                                               (129.17)                            (2.51)                   (117.79)
Units Transferred Between Funds                             15,996.89                             44.15                   1,647.90
Units Transferred From (To) AIG Life                             0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Net Increase (Decrease)                                     16,874.58                            318.62                   3,065.40
Units, at Beginning of the Year                                  0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Units, at End of the Year                                   16,874.58                            318.62                   3,065.40

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

Unit Value at December 31, 1999                  $               9.66           $                 10.02       $              12.37

                                                   ===================            ======================        ===================
</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>

                                                                                                                    SunAmerica
                                                                                       SunAmerica                 International
                                                       SunAmerica                      High-Yield                  Diversified
                                                     Growth-Income                        Bond                       Equities
                                                 4     Portfolio                4       Portfolio             4     Portfolio

                                                   -------------------            ----------------------        -------------------
<S>                                                         <C>                                <C>                        <C>
Units Purchased                                             14,384.17                          1,529.97                   3,783.70
Units Withdrawn                                             (2,071.27)                           (88.19)                   (769.37)
Units Transferred Between Funds                                201.87                          7,829.61                  10,963.49
Units Transferred From (To) AIG Life                             0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Net Increase (Decrease)                                     12,514.77                          9,271.39                  13,977.82
Units, at Beginning of the Year                                  0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Units, at End of the Year                                   12,514.77                          9,271.39                  13,977.82

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

Unit Value at December 31, 1999                  $              11.69           $                 10.11       $              12.02

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

</TABLE>
<TABLE>


                                                       SunAmerica                      SunAmerica
                                                     International                         MFS                     SunAmerica
                                                         Growth                          Growth                       MFS
                                                           &                                &                       Mid-Cap
                                                         Income                          Income                      Growth
                                                 4     Portfolio                4       Portfolio            4     Portfolio

                                                   -------------------            ----------------------       -------------------
<S>                                                          <C>                               <C>                       <C>
Units Purchased                                              2,525.66                          5,651.50                  2,679.50
Units Withdrawn                                               (179.23)                          (212.55)                  (479.49)
Units Transferred Between Funds                              8,689.76                          2,300.44                  4,150.47
Units Transferred From (To) AIG Life                             0.00                              0.00                      0.00

                                                   -------------------            ----------------------       -------------------
Net Increase (Decrease)                                     11,036.19                          7,739.39                  6,350.48
Units, at Beginning of the Year                                  0.00                              0.00                      0.00

                                                   -------------------            ----------------------       -------------------
Units, at End of the Year                                   11,036.19                          7,739.39                  6,350.48

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

Unit Value at December 31, 1999                  $              10.96           $                 10.35      $              14.86

                                                   ===================            ======================       ===================
</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>


                                                        SunAmerica
                                                           MFS                          SunAmerica                 SunAmerica
                                                          Total                           Putnam                      Real
                                                          Return                          Growth                     Estate
                                                  4     Portfolio                4       Portfolio           4     Portfolio

                                                    -------------------            ----------------------      -------------------
<S>                                                           <C>                               <C>                        <C>
Units Purchased                                               2,758.75                          5,169.67                   535.79
Units Withdrawn                                                (133.20)                          (398.54)                   (9.36)
Units Transferred Between Funds                               1,555.02                          6,397.61                    14.33
Units Transferred From (To) AIG Life                              0.00                              0.00                     0.00

                                                    -------------------            ----------------------      -------------------
Net Increase (Decrease)                                       4,180.57                         11,168.74                   540.76
Units, at Beginning of the Year                                   0.00                              0.00                     0.00

                                                    -------------------            ----------------------      -------------------
Units, at End of the Year                                     4,180.57                         11,168.74                   540.76

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

Unit Value at December 31, 1999                   $               9.93           $                 12.44     $               9.00

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

</TABLE>
<TABLE>



                                                        SunAmerica                                                  SunAmerica
                                                        SunAmerica                      SunAmerica                   Venture
                                                         Balanced                         Utility                     Value
                                                  4     Portfolio                4       Portfolio            4     Portfolio

                                                    -------------------            ----------------------       -------------------
<S>                                                           <C>                                 <C>                     <C>
Units Purchased                                               2,025.43                            940.53                  2,388.04
Units Withdrawn                                                (314.84)                           (30.75)                  (354.26)
Units Transferred Between Funds                               6,861.07                            182.90                 14,867.32
Units Transferred From (To) AIG Life                              0.00                              0.00                      0.00

                                                    -------------------            ----------------------       -------------------
Net Increase (Decrease)                                       8,571.66                          1,092.68                 16,901.10
Units, at Beginning of the Year                                   0.00                              0.00                      0.00

                                                    -------------------            ----------------------       -------------------
Units, at End of the Year                                     8,571.66                          1,092.68                 16,901.10

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

Unit Value at December 31, 1999                   $              11.55           $                  9.91      $              15.57

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

</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>

                                                       SunAmerica                        Van Eck                     Van Eck
                                                       Worldwide                        Worldwide                   Worldwide
                                                          High                          Emerging                       Hard
                                                         Income                          Markets                      Assets
                                                 4     Portfolio                1         Fund                1        Fund

                                                   -------------------            ----------------------        -------------------
<S>                                                              <C>                           <C>                        <C>
Units Purchased                                                  0.00                          4,269.29                   2,973.26
Units Withdrawn                                                 (5.36)                          (915.31)                 (1,397.63)
Units Transferred Between Funds                                 58.37                          1,585.65                   1,670.14
Units Transferred From (To) AIG Life                             0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Net Increase (Decrease)                                         53.01                          4,939.63                   3,245.77
Units, at Beginning of the Year                                  0.00                          4,869.09                   4,444.97

                                                   -------------------            ----------------------        -------------------
Units, at End of the Year                                       53.01                          9,808.72                   7,690.74

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

Unit Value at December 31, 1999                  $              11.03           $                 12.04       $               9.32

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

</TABLE>
<TABLE>


                                                          WP&G                            WP&G                        WP&G
                                                        Tomorrow                        Tomorrow                    Tomorrow
                                                          Long                           Medium                      Short
                                                          Term                            Term                        Term
                                                 1     Portfolio                1       Portfolio            1     Portfolio

                                                   -------------------            ----------------------       -------------------
<S>                                                          <C>                                  <C>                      <C>
Units Purchased                                              1,256.59                             39.61                    170.66
Units Withdrawn                                               (684.64)                           (49.77)                   (71.65)
Units Transferred Between Funds                                184.88                              0.00                      0.00
Units Transferred From (To) AIG Life                             0.00                              0.00                      0.00

                                                   -------------------            ----------------------       -------------------
Net Increase (Decrease)                                        756.83                            (10.16)                    99.01
Units, at Beginning of the Year                              3,957.97                            341.05                    497.25

                                                   -------------------            ----------------------       -------------------
Units, at End of the Year                                    4,714.80                            330.89                    596.26

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

Unit Value at December 31, 1999                  $              16.24           $                 14.63      $              13.73

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

</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.





<PAGE>



                                   APPENDIX A

Minimum Premiums

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

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

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

</TABLE>


                                       A-1


<PAGE>

                                   APPENDIX B

Surrender Charge Premium

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

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

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

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




                                       B-1


<PAGE>



                                   APPENDIX C

                          AVERAGE ANNUAL TOTAL RETURNS

                             As of December 31, 1999
<TABLE>

  Portfolio                    Inception Date       YTD        1 Year     3 Years      5 Years      10 Years      Since
                                                                         Annualized   Annualized   Annualized   Inception
                                                                                                                Annualized

  AIM
<S>                              <C>   <C>         <C>         <C>         <C>          <C>                       <C>
    Capital Appreciation         05/05/1993        43.32%      43.32%      24.04%       24.43%        N/A          21.11%
    International Equity         05/07/1993        53.66%      53.66%      23.11%       20.75%        N/A          17.63%

  ALLIANCE

    Global Bond                  07/15/1991        -6.96%      -6.96%      -1.79%       2.16%         N/A           0.68%
    Growth                       09/15/1994        33.27%      33.27%      29.88%       30.14%        N/A          29.47%
    Growth & Income              01/14/1991        10.37%      10.37%      19.06%       22.78%        N/A          14.44%
    Premier Growth               06/26/1992        31.13%      31.13%      35.43%       25.34%        N/A          19.25%
    Quasar                       08/14/1996        16.03%      16.03%       8.88%        N/A          N/A           9.73%
    Technology                   01/11/1996        74.14%      74.14%      43.95%        N/A          N/A          34.69%

  DREYFUS

    Stock Index                  09/29/1989        19.52%      19.52%      26.02%       26.42%      16.41%         16.19%
    Zero Coupon 2000             08/31/1990        1.81%        1.81%       4.73%       6.22%         N/A           7.76%
    Small Company Stock          04/30/1996        9.61%        9.61%       7.22%        N/A          N/A           8.13%

  FIDELITY

    Asset Manager                09/06/1989        10.10%      10.10%      14.50%       14.58%      12.12%         11.79%
    Contrafund                   01/03/1995        23.14%      23.14%      23.28%       25.27%        N/A          25.27%
    Growth                       10/09/1986        36.21%      36.21%      32.08%       28.54%      18.84%         17.70%
    Investment Grade Bond        12/05/1988        -1.94%      -1.94%       4.57%       6.33%        6.22%          6.50%
    High Income                  09/19/1985        7.19%        7.19%       5.82%       9.84%       11.39%          9.88%
    Money Market                 04/01/1982        4.23%        4.23%       4.43%       4.43%        4.29%          5.73%

  VAN ECK

    Emerging Markets             12/27/1995        98.49%      98.49%       4.22%        N/A          N/A           8.95%
    Worldwide Hard Assets        09/01/1989        19.92%      19.92%      -7.19%       0.39%        2.04%          2.77%


</TABLE>
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 expenses),  plus capital gains and losses,  realized or unrealized and
the Policy's  mortality and expense risk charge,  except for this latter charge,
the performance  results do not reflect charges  deducted from premium,  Account
Value,  or Variable  Account assets (for example,  monthly  deductions,  cost of
insurance,  surrender  charge,  sales  load,  DAC taxes,  and any state or local
premium taxes).  If these charges were included,  the total return figures would
be lower.


<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.
<PAGE>
                                                      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 Policy

AIG Life Insurance Company is offering life insurance  coverage under the policy
described in this  prospectus.  The policy is a group flexible  premium variable
universal  life  policy.  You may be issued a  certificate  as  evidence of your
coverage  under a group  arrangement.  The  description  of the  policy  in this
prospectus  is  fully  applicable  to your  certificate  and the  word  "policy"
includes  any such  certificate.  The policy  allows you,  as the owner,  within
limits, to:

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

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

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

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

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


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




                                  May 1, 2000


<PAGE>


Investment Options

Variable Investment Options

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

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

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


Guaranteed  Investment Option

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


<PAGE>


                                Table of Contents

Special Terms

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

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

The Investment Options

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

Death Benefit

Cash Benefits During the Insured's Life

Payment Options for Benefits

Expenses of the Policy

Supplemental  Benefits and Riders

Other Policy Provisions

Performance Information

Federal Income Tax Considerations

Distribution of the Policy

About Us and the Accounts

Our Directors and Executive Officers

Other Information

Financial Statements

Appendices

<PAGE>

                                  Special Terms


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

Accounts.   The Separate Account and the Guaranteed Account

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>


                              Summary of the Policy


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

Overview

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

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

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

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

Applying for a Policy

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

 Your policy will become effective after:

o    We accept your application.

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

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

Your Right to Cancel the Policy

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

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

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

Premium Payments

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

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

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

Policy Account Value

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

o    the premiums you pay;

o    the returns earned by the subaccounts you select;

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

o    any loans or partial surrenders; and

o    the policy charges and expenses we deduct.

Death Benefit

When you apply for a policy, you must select:

o    The Face Amount.

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

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

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

1.   The Face Amount; or

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

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

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

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

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


Cash Benefits During the Life of the Insured

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

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

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

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

Expenses of the Policy

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

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

o    upon certain transactions.

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

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

o         The administration of your policy.

o         The cost of insurance for your policy.

o         The costs associated with acquiring  and underwriting your policy.

o         The cost of any supplemental benefits or riders.

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

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

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

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

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

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

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

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

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



                          Policy Charges and Deductions

Transaction Charges

     Sales and DAC Tax Charge 5% of each premium payment

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

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

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

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


Account Value Charges (deducted monthly)

     Cost of Insurance Charge(2)

   Current                               Guaranteed

Ranges from 0.04083 per             Ranges from 0.05667 per
$1,000 of net amount at risk        $1,000 of net amount at risk
to 58.95273 per $1,000 of net       to 90.90909 per $1,000 of net
amount at risk(4)                   amount at risk(4)

Monthly Expense Charge                               Current          Guaranteed

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


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

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

         Mortality and Expense Risk Charge    Current                           Guaranteed

<S>                                           <C>                                 <C>
                                              0.90% (policy years 1-10)            0.90%
                                              0.50% (policy years 11+)
</TABLE>

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

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

(3)  A policy's  surrender  charge  premium  is based on the issue age,  sex and
     smoker  status  of the  Insured  and the  Face  Amount.  For a 45 year  old
     non-smoking  male  purchasing  $500,000  Face Amount the  surrender  charge
     premium would be $8,530.00.  For a 65 year old non-smoking  male purchasing
     $200,000 Face Amount, the surrender charge premium would be $10,762.00. The
     lowest and  highest  maximum  surrender  charge  will range from  $5.60 to
     $34.42 per $1,000 of Face Amount.  (See Appendix B for additional  examples
     of surrender charge premiums.)

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


<PAGE>




                            ANNUAL PORTFOLIO EXPENSES

                          Before Waivers/Reimbursement

                             As of December 31, 1999

The  purpose of this table is to assist the Owner in  understanding  the various
costs and expenses that will be incurred, directly or indirectly. It is based on
historical  expenses  as a  percentage  of  net  assets  before  waivers  and/or
reimbursements,  if applicable,  for the year ended December 31, 1999, except as
indicated  below.  Expenses  of the  portfolios  of the  Funds  are not fixed or
specified under the terms of the Policy. Actual expenses may vary.
<TABLE>

                                                             Management         Other             Total
                                                             Fees             Expenses(1)        Expenses

Alliance Variable Products Series Fund(2)
<S>                                                                 <C>            <C>              <C>
Conservative Investors Portfolio                                    0.75%          0.43%            1.18%
Global Bond Portfolio                                               0.65%          0.39%            1.04%
Global Dollar Government Portfolio                                  0.75%          1.54%            2.29%
Growth Portfolio                                                    0.75%          0.09%            0.84%
Growth Investors Portfolio                                          0.75%          0.72%            1.47%
Growth and Income Portfolio                                         0.63%          0.08%            0.71%
High-Yield Portfolio                                                0.75%          0.65%            1.40%
International Portfolio                                             1.00%          0.36%            1.36%
Money Market Portfolio                                              0.50%          0.14%            0.64%
North American Government Income Portfolio                          0.65%          0.55%            1.20%
Premier Growth Portfolio                                            1.00%          0.05%            1.05%
Quasar Portfolio                                                    1.00%          0.19%            1.19%
Real Estate Investment Portfolio                                    0.90%          0.82%            1.72%
Short-Term Multi Market Portfolio                                   0.55%          2.10%            2.65%
Technology Portfolio                                                1.00%          0.12%            1.12%
Total Return Portfolio                                              0.63%          0.23%            0.86%
U.S. Government/High Grade Securities Portfolio                     0.60%          0.26%            0.86%
Utility Income Portfolio                                            0.75%          0.39%            1.14%
Worldwide Privatization Portfolio                                   1.00%          0.46%            1.46%
</TABLE>

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

(2)  Expenses for the following  portfolios  after waivers and  reimbursement by
     the Alliance  Variable  Products Series Fund's  investment  adviser for the
     year ended December 31, 1999, were as follows:
<TABLE>

                                                                Management       Other              Total
                                                                   Fees         Expenses         Expenses

Alliance Variable Products Series Fund(2)
<S>                                                                 <C>            <C>              <C>
Conservative Investors Portfolio                                    0.70%          0.25%            0.95%
Global Bond Portfolio                                               0.65%          0.25%            0.90%
Global Dollar Government Portfolio                                  0.12%          0.83%            0.95%
Growth Investors Portfolio                                          0.55%          0.40%            0.95%
High-Yield Portfolio                                                0.60%          0.35%            0.95%
International Portfolio                                             0.69%          0.26%            0.95%
Money Market Portfolio                                              0.50%          0.14%            0.64%
North American Government Income Portfolio                          0.61%          0.34%            0.95%
Quasar Portfolio                                                    0.81%          0.14%            0.95%
Real Estate Investment Portfolio                                    0.49%          0.46%            0.95%
Short-Term Multi Market Portfolio                                   0.55%          0.40%            0.95%
Technology Portfolio                                                0.71%          0.24%            0.95%
Utility Income Portfolio                                            0.72%          0.23%            0.95%
Worldwide Privatization Portfolio                                   0.63%          0.32%            0.95%

</TABLE>


<PAGE>


Federal Tax Considerations

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


                               Purchasing a Policy


Applying for a Policy

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

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

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

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

Your policy will become effective after:

o         We accept your application.

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

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

Your Right to Cancel the Policy

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

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

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

This is your "period to examine and cancel."

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

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

Premiums

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

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

o    If it is less than $50.

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

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

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

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

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

Additional  Premiums.  Additional  premiums  are  premiums  other  than  planned
premiums.  Additional premiums may be paid in any amount and at any time subject
to the Code. Depending on the Policy Account Value at the time of an increase in
the Face Amount and the amount of the increase requested,  an additional premium
may be needed to prevent your policy from terminating.

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

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

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

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

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

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

o    A Grace Period of 61 days has begun.

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

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

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

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

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

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

o    Each allocation percentage must be a whole number; and

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

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

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

<PAGE>

                             The Investment Options


You may allocate your Policy Account Value to:

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

o        the Guaranteed Account.



Variable Investment Options

Under the Policy,  you may currently allocate your Policy Account Value into any
of the available Subaccounts. Each Subaccount invests in a distinct portfolio of
the Alliance Variable  Products Series Fund. These portfolios  operate similarly
to a  mutual  fund  but are only  available  through  the  purchase  of  certain
insurance contracts.

Alliance Variable Products Series Fund, Inc.

Conservative Investors Portfolio - seeks to achieve a high total return without,
in the view of Alliance, undue risk to principal.

Global  Bond  Portfolio  - seeks a high level of return  from a  combination  of
current income and capital  appreciation by investing in a globally  diversified
portfolio of high-quality  debt securities  denominated in the U.S. Dollar and a
range  of  foreign  currencies.  The  sub-adviser  for this  portfolio  is AIGAM
International Limited, an affiliate of American International Group, Inc.

Global Dollar  Government  Portfolio - seeks a high level of current income and,
secondarily, capital appreciation.

Growth Portfolio - seeks to provide long term growth of capital.  Current income
is incidental to the Portfolio's objective.

Growth and Income  Portfolio - seeks  reasonable  current  income and reasonable
opportunity for appreciation  through  investments  primarily in dividend-paying
common stocks of good quality.

Growth  Investors  Portfolio  -  seeks  to  achieve  the  highest  total  return
consistent with what Alliance considers to be reasonable risk.

High-Yield Portfolio - seeks to earn the highest level of current income without
assuming  undue risk by  investing  principally  in  high-yielding  fixed income
securities  rated Baa or lower by Moody's or BBB or lower by S&P,  Duff & Phelps
or Fitch or, if unrated, of comparable quality.

Money Market  Portfolio - seeks safety of  principal,  excellent  liquidity  and
maximum current income to the extent consistent with the first two objectives.

North American  Government Income Portfolio - seeks the highest level of current
income,  consistent with what Alliance  considers to be prudent investment risk,
that is available  from a portfolio of debt  securities  issued or guaranteed by
the United States,  Canada and Mexico, their political  subdivisions  (including
Canadian  provinces,  but excluding the states of the United States),  agencies,
instrumentalities or authorities.

International  Portfolio  - seeks to obtain a total  return on its  assets  from
long-term growth of capital  principally through a broad portfolio of marketable
securities of  established  non-U.S.  companies  (i.e.,  companies  incorporated
outside the U.S.),  companies  participating in foreign economies with prospects
for growth, and foreign government securities.

Premier  Growth  Portfolio  - seeks  growth of  capital by  pursuing  aggressive
investment policies.

Quasar  Portfolio - seeks  growth of capital by pursuing  aggressive  investment
policies. Current income is incidental to the Portfolio's objective.

Real Estate  Investment  Portfolio - seeks total return from long-term growth of
capital and from income  principally  through  investing in equity securities of
companies that are primarily engaged in or related to the real estate industry.

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

Technology Portfolio - seeks growth of capital.  Current income is incidental to
the Portfolio's objective.

Total Return Portfolio - seeks to achieve a high return through a combination of
current income and capital appreciation.

U.S.  Government/High  Grade  Securities  Portfolio - seeks high current  income
consistent with preservation of capital.

Utility  Income  Portfolio - seeks current  income and capital  appreciation  by
investing  primarily in equity and  fixed-income  securities of companies in the
utilities industry.

Worldwide Privatization Portfolio - seeks long-term capital appreciation.


Guaranteed Investment Option

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

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

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

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

The Loan Account  will only  increase or decrease in value when policy loans are
taken or repayments are made. If an amount is transferred  from the Loan Account
to the remaining  portion of the guaranteed  Policy  Account  Value,  it will be
treated as a new allocation to the Guaranteed  Account and will be credited with
interest at the rate then in effect for Guaranteed Account allocations.

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


                       Investing Your Policy Account Value


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

o         The returns earned by the Subaccounts you select.

o         Interest credited on amounts allocated to the Guaranteed Account.

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

Determining the Policy Account Value

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

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

o         Your Policy Account Value held in the subaccounts; and

o         Your Policy Account Value held in Guaranteed Account.

Your Policy Account Value will reflect:

o         the premiums you pay;

o         the returns earned by the subaccounts you select;

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

o         any loans or partial surrenders; and

o         the policy expenses we deduct.

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

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

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

o    decrease when the allocated  portion of the monthly deduction is taken from
     the  subaccount,  a loan  is  taken  from  the  subaccount,  an  amount  is
     transferred  from the  subaccount,  or a partial  surrender,  including the
     partial surrender charge, is taken from the subaccount.

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

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

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

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

o    any amounts transferred to the Guaranteed Account, plus

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

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

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

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

o    the amount of the Loan Account.

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

Net Policy  Account  Value.  The net Policy Account Value on a Valuation Date is
the Policy Account Value less outstanding loans on that date.

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

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

o    the Cash Surrender Value, less

o    the outstanding loan on that date.

Transfers


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

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

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

o    Transfers from the Guaranteed  Account -- The maximum you may transfer in a
     Policy Year is equal to 25% of your guaranteed Policy Account Value that is
     not in the Loan  Account.  Transfers  may be made only  during  the  60-day
     period within 30 days before and following the end of each Policy Year. The
     amount  transferred  must be at least $250 or the Policy Account Value held
     in the Guaranteed Account.

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

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

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

Dollar Cost Averaging

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

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

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

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

o    A  specified  number of  months--  we will  automatically  transfer  over a
     specific  number of months an amount  equal to one divided by the number of
     months remaining in the period. For example,  if you elect to transfer over
     a 12 month  period,  the first  transfer  will be 1/12 of your Money Market
     Subaccount  value, the second transfer will be for 1/11, the third transfer
     will be for 1/10 and so on until the end of the requested period.

We will begin to process your automatic transfers:

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

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

We will stop processing automatic transfers if:

o    The funds in the Money Market Subaccount are depleted;

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

o    We receive notification of death of the Insured; or

o    Your policy goes into the Grace Period.

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


                                  Death Benefit

Death Benefit

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

o    satisfactory proof of the Insured's death; and

o    the policy.

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

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

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

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

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

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

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

Death Benefit Options

You may select from two death benefit options.

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

     (1)  the Face Amount; or

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

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

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

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

Changes in Death Benefit Options

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

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

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

Once approved,  we will issue new policy  information pages and attach a copy of
your application for change. The change will take effect at the beginning of the
policy  month that  coincides  with or next  follows  the date we  approve  your
request.  We reserve the right to decline to make any changes  that we determine
would  cause  the  policy  to  fail  to  qualify  as life  insurance  under  our
interpretation of the Code.

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

Changes in Face Amount

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

Increases in Face Amount.  Any request for an increase:

     o    Must be for at least $10,000.

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

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

A written application must be submitted to our Administration  Office along with
satisfactory  evidence  of  insurability.  You must  return the policy so we can
amend it to reflect  the  increase.  The  increase  in Face  Amount  will become
effective on the Monthly  Anniversary on or next following the date the increase
is  approved,  and the  Policy  Account  Value  will be  adjusted  to the extent
necessary to reflect a monthly  deduction as of the effective  date based on the
increase in Face Amount.

Decreases in Face Amount.  Any request for a decrease:

     o    Must be at least $5,000.

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

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

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

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

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


                     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 surrenders or a full surrender.

Policy Loans

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

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

     o    90% of Your Net Cash Surrender Value, less

     o    Any outstanding loans

     o    Minimum Loan Amount -- $500

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

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

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

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

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

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

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

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

If the  outstanding  loan  exceeds the Net Cash  Surrender  Value on any Monthly
Anniversary,  the policy will be in default.  We will send you, and any assignee
of record,  notice of the default. You will have a 61-day Grace Period to submit
a sufficient  payment to avoid  termination.  The notice will specify the amount
that must be repaid to prevent termination.

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

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

     o    accrued interest not yet due.

Loan Repayment.  You may repay all or part of your  outstanding loan at any time
while the Insured is living and the policy is in force.  Loan repayments must be
sent to our Administrative Office and will be credited as of the date received.

Partial Surrenders

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

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

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

o         Minimum Partial Surrender Amount -- $500

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

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

Expenses for Partial Surrenders.  We will deduct the applicable surrender charge
on a partial  surrender.  This charge will be deducted from your Policy  Account
Value along with the amount  requested to be surrendered  and will be considered
part of the  partial  surrender  (together,  the  "partial  surrender  amount").
Currently,  we assess an administrative charge equal to the lesser of $25 of the
amount surrendered.  In certain states the charge may be the lesser of $25 or 2%
of the amount surrendered.

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

We will  reduce the Face Amount by the amount of the  partial  surrender  in the
following order:

1. The most recent increase in the Face Amount, if any, will be reduced first.

2. The next most  recent  increases  in the Face  Amount,  if any,  will then be
successively decreased.

3. The initial Face Amount will then be decreased.

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

Partial surrenders from your policy may have tax consequences.

Surrendering the Policy for Net Cash Surrender Value.

You may surrender  your policy at any time for its Net Cash  Surrender  Value by
submitting  a written  request to our  Administrative  Office.  We will  require
return of the policy.  A surrender charge may apply. We will process a surrender
request  as of the  date we  receive  your  written  request  and  all  required
documents.  Your surrender request generally will be paid within seven days. The
Net Cash  Surrender  Value  may be taken  in one sum or it may be  applied  to a
payment  option.  Your policy will  terminate  and cease to be in force if it is
surrendered for one sum. It cannot later be reinstated.


                          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.


                             Expenses of the Policy

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

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

     o    upon certain transactions.

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

Deduction From Premium

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

Monthly Deductions From Policy Account Value

On the Policy Date and each Monthly Anniversary thereafter,  we make a deduction
from the Policy Account Value.  On the Issue Date the amount deducted is for the
Policy Date and any Monthly  Anniversaries  that have  elapsed  since the Policy
Date. For this purpose, the Policy Date is treated as a Monthly Anniversary.  We
will deduct charges on each Monthly Anniversary for:

     o    The administration of your policy.

     o    The acquisition and underwriting costs of your policy.

     o    The cost of insurance for your policy.

     o    The cost of any supplemental benefits or riders.

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

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

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

                                                        Current      Guaranteed
Monthly Expense Charge Per Policy                       Charge        Charge

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

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

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

The net amount at risk is calculated as (a) minus (b) where:

(a) is the current death benefit at the beginning of the policy month divided by
1.0032737; and (b) is the current total Policy Account Value.

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

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

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

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

In order to maintain  the policy in  compliance  with  Section 7702 of the Code,
under certain  circumstances  an increase in Policy  Account Value will cause an
automatic  increase in the death  benefit.  The  Attained Age and rate class for
such increase will be the same as that used for the most recent increase in Face
Amount  (that has not been  eliminated  through a  subsequent  decrease  in Face
Amount).

The  guaranteed  cost of insurance  charges at any given time for a  substandard
policy with flat extra charges will be based on the  guaranteed  maximum cost of
insurance rate for the policy (including table rating multiples, if applicable),
the  current  Net  Amount at Risk at the time the  deduction  is made,  plus the
actual  dollar  amount of the flat extra  charge.  Our current cost of insurance
rates may be less than the guaranteed rates. Our current cost of insurance rates
will be determined based on our expectations as to future mortality, investment,
expense and persistency experience. These rates may change from time to time. In
our  discretion,  the current  charge may be  increased  in any amount up to the
maximum guaranteed charge shown in the table.

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

Legal Considerations  Relating to Sex-Distinct Premiums and Benefits.  Mortality
tables for the policy  generally  distinguish  between males and females.  Thus,
premiums and benefits  under the policy  covering  males and females of the same
age will generally differ. We do, however, also offer the policy based on unisex
mortality tables if required by state law. Employers and employee  organizations
considering  purchase  of a  policy  should  consult  their  legal  advisers  to
determine whether purchase of a policy based on sex-distinct actuarial tables is
consistent  with Title VII of the Civil  Rights Act of 1964 or other  applicable
law. Upon request,  we may offer the policy with unisex mortality tables to such
prospective purchasers.

Deduction From Subaccount Assets

Mortality  and Expense  Risk  Charge.  We deduct a daily charge from your Policy
Account  Value in the  subaccounts  for assuming  certain  mortality and expense
risks under the policy.  This charge does not apply to the amounts you  allocate
to the  Guaranteed  Account.  The  guaranteed and current charge is at an annual
rate of 0.90% of the subaccount assets. Although, the charge may be decreased to
not less than 0.50% in Policy Years 11 and later, it is guaranteed not to exceed
an annual rate of 0.90% of your Policy Account Value in the  subaccounts for the
duration of a policy.

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

Deductions Upon Policy Transactions

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

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

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

(1)  is equal to 25% of the first year paid premium up to the  surrender  charge
     premium (see Appendix B); and

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

(3)  is a factor based on the Policy Year when the surrender occurs as described
     in the following table:

      Policy
      Year                  Factor

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

Surrender  Charge  Based On An  Increase  Or  Decrease  In Face  Amount.  If you
increase the Face Amount of the policy,  we will impose an additional  surrender
charge  during the 14 Policy  Years  immediately  following  the  increase.  The
additional  surrender  charge  period  will begin on the  effective  date of the
increase. If you reduce the Face Amount of the policy before the end of the 14th
Policy Year or within 14 years immediately  following a Face Amount increase, we
may also deduct a pro rata share of any  applicable  surrender  charge from your
Policy Account Value.  Reductions  will first be applied against the most recent
increase in the Face Amount of the policy. If you have made several increases in
Face  Amount,  we will apply the  surrender  charge to prior  increases  in Face
Amount of the policy in the reverse  order in which such  increases  took place,
before applying the additional  surrender  charges to the initial Face Amount of
the policy.

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

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

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

Partial  Surrender  Charge Due to  Decrease  in Face  Amount.  We will deduct an
amount equal to the applicable  surrender charge multiplied by a fraction (equal
to the decrease in Face Amount divided by the Face Amount of the policy prior to
the decrease).

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

Discount Purchase Programs

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


                        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.

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


                             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; or

(c)      within  60  days of the  effective  date of a  material  change  in the
         investment   policy  of  a  subaccount,   or  within  60  days  of  the
         notification  of such change,  if later. In the event of such a change,
         we will notify you and give you information on the options available.

When an exchange or  conversion  is  requested,  we  accomplish  the exchange by
transferring all of the Policy Account Value to the Guaranteed Account. There is
no charge for this  transfer.  Once this option is exercised,  the entire Policy
Account Value must remain in the  Guaranteed  Account for the remaining  life of
the new  Policy.  The Face  Amount in effect  at the time of the  exchange  will
remain  unchanged.  The effective date,  issue date and issue age of the Insured
will remain  unchanged.  The Owner and Beneficiary are the same as were recorded
immediately before the exchange.

Limits on our Rights to Contest the Policy

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

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

Changes in the Policy or Benefits

Misstatement of Age or Sex. If an Insured's age or sex has been misstated in the
policy,  the death  benefit and any  benefits  provided by riders shall be those
which would be purchased  at the then  current cost of insurance  charge for the
correct age and sex.

Other  Changes.  At any time we may  make  such  changes  in the  policy  as are
necessary  to  assure  compliance  at all  times  with  the  definition  of life
insurance  prescribed by the Code or to make the policy  conform with any law or
regulation issued by any government agency to which it is subject.

When Proceeds Are Paid

We will  ordinarily  pay any death  benefit,  loan  proceeds  or partial or full
surrender proceeds within seven days after receipt at our Administrative  Office
of all  the  required  documents.  Other  than  the  death  benefit,  which  are
determined as of the date of death, the amount will be determined as of the date
we receive the  required  documents.  However,  we may delay making a payment or
processing a transfer request if:

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

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

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

Reports to Owners

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

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

     o    any change of allocation of premiums;

     o    any transfer among subaccounts;

     o    any loan, interest repayment, or loan repayment;

     o    any partial surrender;

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

     o    any exercise of your right to cancel;

     o    an exchange of the policy;

     o    full surrender of the policy; or

     o    payment of the death benefit under the policy.

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

Assignment

You may assign the policy in accordance with its terms on a form provided by us.
We will not be deemed to know of an assignment  unless we receive a copy of this
assignment form at our  Administrative  Office. We assume no responsibility  for
the validity or  sufficiency  of any  assignment.  Any assignment or pledge of a
modified  endowment  contract as  collateral  for a loan may result in a taxable
event.

Reinstatement

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

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

     2.   Provide evidence of insurability satisfactory to us;

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

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

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

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


                             Performance Information


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

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

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

Performance  information may be compared, in reports and promotional literature,
to:  (i) the  Standard  &  Poor's  500  Stock  Index  ("S & P 500"),  Dow  Jones
Industrial  Average  ("DJIA"),  Shearson  Lehman  Aggregate  Bond Index or other
unmanaged  indices so that  investors  may compare the  Subaccount  results with
those of a group  of  unmanaged  securities  widely  regarded  by  investors  as
representative  of the  securities  markets in  general;  (ii)  other  groups of
variable life separate  accounts or other investment  products tracked by Lipper
Analytical  Services, a widely used independent research firm which ranks mutual
funds  and  other  investment  products  by  overall   performance,   investment
objectives, and assets, or tracked by other services,  companies,  publications,
or persons,  such as  Morningstar,  Inc., who rank such  investment  products on
overall  performance  or other  criteria;  or (iii) the Consumer  Price Index (a
measure for  inflation)  to assess the real rate of return from an investment in
the Subaccount.  Unmanaged  indices may assume the reinvestment of dividends but
generally do not reflect  deductions for administrative and management costs and
expenses. We may provide in advertising, sales literature, periodic publications
or other  materials  information  on various  topics of  interest  to Owners and
prospective Owners. These topics may include the relationship between sectors of
the  economy  and the  economy as a whole and its  effect on various  securities
markets,  investment strategies and techniques (such as value investing,  market
timing,  dollar cost averaging,  asset  allocation,  constant ratio transfer and
account   rebalancing),   the  advantages  and  disadvantages  of  investing  in
tax-deferred  and  taxable  investments,   customer  profiles  and  hypothetical
purchase and investment  scenarios,  financial management and tax and retirement
planning,  and  investment  alternatives  to  certificates  of deposit and other
financial  instruments,   including  comparisons  between  the  policy  and  the
characteristics of and market for such financial instruments.

Total  return  data may be  advertised  based  on the  period  of time  that the
portfolios  have been in  existence.  The  results  for any period  prior to the
policy being offered will be calculated as if the policy had been offered during
that period of time,  with all  charges  assumed to be those  applicable  to the
policy.  Performance  information  for any  subaccount in any  advertising  will
reflect only the  performance  of a  hypothetical  investment in the  subaccount
during  the  particular  time  period  on  which  the  calculations  are  based.
Performance  information  should  be  considered  in  light  of  the  investment
objectives and policies,  characteristics  and quality of the portfolio in which
the subaccount  invests and the market  conditions during the given time period,
and should not be considered as a representation  of what may be achieved in the
future.  Actual returns may be more or less than those shown in any  advertising
and will depend on a number of factors,  including the investment allocations by
an Owner and the different investment rates of return for the portfolios.



                        Federal Income Tax Considerations

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

Tax Status of the Policy

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

The Company

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

Diversification and Investor Control

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

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

     o    not more than 55 percent of the value of the assets of the account are
          attributable   to  cash  and  cash  items   (including   receivables),
          government  securities  and securities of other  regulated  investment
          companies.

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

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

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

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

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

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

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

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

Tax Treatment of the Policy

Section 7702 of the Code sets forth a detailed  definition  of a life  insurance
contract for federal tax purposes.  The Treasury Department has not issued final
regulations  so that the extent of the official  guidance as to how Section 7702
is to be applied is quite limited.  If a policy were determined not to be a life
insurance  contract for purposes of Section 7702,  that policy would not qualify
for the favorable tax treatment normally provided to a life insurance contract.

With  respect  to a policy  issued on the basis of a  standard  rate  class,  we
believe  that such a policy  should meet the Section 7702  definition  of a life
insurance contract.

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

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

Tax Treatment of Policy Benefits In General

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

Pre-Death Distribution

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

Policies Not Classified as Modified Endowment Contracts

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

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

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

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

 Modified Endowment Contracts

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

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

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

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

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

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

Withholding.  We are  required to withhold  federal  income taxes on the taxable
portion of any amounts  received  under the policy  unless you elect to not have
any  withholding  or in certain  other  circumstances.  You are not permitted to
elect out of withholding if you do not provide a social security number or other
taxpayer identification number. Special withholding rules apply to payments made
to non-resident aliens.

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

Generation Skipping Transfer Tax. A transfer of the policy or the designation of
a Beneficiary  who is either 37 1/2 years younger than the Owner or a grandchild
of the Owner may have generation skipping transfer tax consequences.

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

Possible Charge for the Company's Taxes

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


                           Distribution of the Policy


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

The  policy  will be  distributed  through  the  principal  underwriter  for the
Separate Account,  AIG Equity Sales Corp. (AIGESC) 70 Pine Street, New York, New
York, an affiliate of ours.  AIGESC may also enter into selling  agreements with
other broker dealers that will offer the policy.

Commissions may be paid to registered representatives based on premiums paid for
Policies sold. Other expense reimbursements,  allowances, and overrides may also
be  paid.   Registered   representatives  who  meet  certain   productivity  and
profitability standards may be eligible for additional compensation.  Additional
payments may be made for  administrative  or other services not directly related
to the sale of the policy.

Other Policies Issued by the Company

We may offer other policies similar to those offered herein.


                            About Us and the Accounts


AIG Life Insurance Company

We are a stock life  insurance  company  initially  organized  under the laws of
Pennsylvania and reorganized under the laws of Delaware. We were incorporated in
1962.  We  provide  a full  range of  individual  and  group  life,  disability,
accidental death and dismemberment  policies and annuities.  We are a subsidiary
of American  International  Group, Inc., which is a holding company for a number
of companies  engaged in the  international  insurance  business,  both life and
general, in approximately 130 countries and jurisdictions around the world.


The Separate Account

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

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

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

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

o    Change, add or delete designated investment options.

o    Add or remove subaccounts.

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

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

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

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

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

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

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

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

o    You may then change your premium allocation percentages

Voting Rights

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

The Guaranteed Account

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

We have not registered:

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

o    the Guaranteed Account as an investment company.

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





                      Our Directors and Executive Officers

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

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

Michele L. Abruzzo        Director, Senior Exec.  Senior Vice President
80 Pine Street            Vice President
13th Floor
New York, NY 10005

James a. Bambrick         Senior Vice President,  Senior Vice President, A&H
One Alico Plaza           Chief Operations        Division
600 King Street           Officer
Wilmington, DE  19801

Paul S. Bell              Director,  Senior Vice  Senior Vice President
One Alico Plaza           President, Chief        Actuary
600 King Street           Actuary
Wilmington DE 19801

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

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

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

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

John Oehmke               Chief Financial         Regional Vice President,
One Alico Plaza           Officer,                Controller American
600 King Street           Vice President          International Companies,
Wilmington, DE  19801                             Japan and Korea


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

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

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

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

Gerald Walter Wyndorf     Director, Chief         Executive Vice President
80 Pine Street            Executive Officer
13th Floor                and President
New York, NY 10038








<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

The financial  statements  which appear in this  prospectus have been audited by
PricewaterhouseCoopers  LLP, independent certified public accountants, as stated
in its reports,  and have been  included in reliance  upon the authority of such
firm as experts in accounting and auditing.

Legal Matters

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

Published Ratings

We may occasionally publish in advertisements,  sales literature and reports the
ratings and other information  assigned to us by one or more independent  rating
organizations  such as A.M.  Best  Company,  Moody's and Standard & Poor's . The
purpose of the  ratings is to reflect the rating  organization's  opinion of our
financial  strength and should not be  considered  as bearing on the  investment
performance of assets held in the Separate Account.

The ratings are not  recommendations  to purchase our life  insurance or annuity
products  or to hold or sell these  products,  and the ratings do not comment on
the  suitability  of such  products for a particular  investor.  There can be no
assurance  that any rating will remain in effect for any given period of time or
that  any  rating  will  not  be  lowered  or  withdrawn  entirely  by a  rating
organization  if,  in such  organization's  judgment,  future  circumstances  so
warrant.  The ratings do not reflect the investment  performance of the Separate
Account or the degree of risk  associated  with an  investment  in the  Separate
Account.


                              Financial Statements
<PAGE>
                           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,
1999 and 1998,  and the results of its operations and its cash flows for each of
the three years in the period  ended  December  31,  1999,  in  conformity  with
accounting  principles  generally accepted in the United States. 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
auditing standards  generally accepted in the United States,  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 3, 2000


<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, 1999, 1998 AND 1997




<PAGE>



                           AIG LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                                 (in thousands)

<TABLE>

                                                                         December 31,            December 31,
                                                                            1999                     1998
<S>                                                                         <C>                   <C>
Assets

Investments and cash:
     Fixed maturities:
        Bonds available for sale, at market value                           $ 4,702,879           $ 4,238,045
        (cost: 1999 - $4,890,022; 1998 - $4,081,008)
     Equity securities:
        Common stock

        (cost: 1999-$892; 1998 - $901)                                            2,233                 2,410
      Non-redeemable preferred stock
      (cost: 1999 - $50,794; 1998 - $18,250)                                     49,377                19,338
Mortgage loans on real estate, net                                              345,253               468,342
Real estate, net of accumulated
 depreciation of $5,041 in 1999 and $4,351 in 1998                               12,543                13,002
Policy loans                                                                    643,815             1,010,969
Other invested assets                                                            77,845                81,916
Short-term investments                                                          222,677               163,704
Cash                                                                                 86                 4,788
                                                                       ----------------         -------------

    Total investments and cash                                                6,056,708             6,002,514


Amounts due from related parties                                                  5,465                17,330
Investment income due and accrued                                                93,183                94,029
Premium and insurance balances receivable                                        64,359                56,583
Reinsurance assets                                                               99,850                72,044
Deferred policy acquisition costs                                               220,672               167,840
Federal income tax receivable                                                     9,611                 4,207
Deferred income taxes                                                            63,568                     -
Separate and variable accounts                                                3,220,806             1,971,280
Other assets                                                                      5,363                 6,228
                                                                         --------------         -------------

                                    Total assets                            $ 9,839,585           $ 8,392,055
                                                                             ==========            ==========
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>

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

                                                                             December 31,           December 31,
                                                                               1999                     1998
<S>                                                                         <C>                     <C>
Liabilities

  Policyholders' funds on deposit                                           $ 4,612,363             $ 4,472,854
  Future policy benefits                                                      1,284,568               1,002,244
  Reserve for unearned premiums                                                  21,100                  21,468
  Policy and contract claims                                                    212,627                 200,193
  Reserve for commissions, expenses and taxes                                    19,390                  25,702
  Insurance balances payable                                                     60,642                  56,263
  Amounts due to related parties                                                  6,821                   4,119
  Deferred income taxes                                                               -                  56,519
  Separate and variable accounts                                              3,220,806               1,971,280
  Minority interest                                                               5,837                   5,987
  Other liabilities                                                              75,039                  59,189
                                                                          -------------             -----------


                                    Total liabilities                         9,519,193               7,875,818
                                                                            -----------             -----------
</TABLE>
<TABLE>
<S>                                                                               <C>                     <C>
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                                                             283,908                 236,521
  Accumulated other comprehensive income                                       (121,683)                121,549
                                                                            -----------            ------------

                                    Total capital funds                         320,392                 516,237
                                                                            -----------            ------------


Total liabilities and capital funds                                         $ 9,839,585             $ 8,392,055
                                                                             ==========              ==========
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>

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


                                                                                 Years   ended   December 31,

                                                                       1999                  1998                  1997
                                                                  ------------             --------              -------
Revenues:
<S>                                                                <C>                     <C>                  <C>
  Premiums                                                         $   712,920             $  616,964           $ 437,650
  Net investment income                                                443,863                457,148             381,868
  Realized capital losses                                              (11,240)                  (334)             (3,025)
                                                                  -------------         -------------          ----------

                     Total revenues                                  1,145,543              1,073,778             816,493
                                                                    ----------             ----------            --------


Benefits and expenses:
  Benefits to policyholders                                            329,888                272,368             188,969
  Increase in future policy benefits
   and policyholders' funds on deposit                                 539,457                547,100             397,481
  Acquisition and insurance expenses                                   202,678                168,075             163,533
                                                                   -----------            -----------            --------

                    Total benefits and expenses                      1,072,023                987,543             749,983
                                                                    ----------            -----------            --------


Income before income taxes                                              73,520                 86,235              66,510
                                                                  ------------            -----------           ---------

Income taxes:
   Current                                                              15,055                 16,218              20,059
   Deferred                                                             10,884                 15,220               3,964
                                                                  ------------            -----------          ----------

      Total income taxes                                                25,939                 31,438              24,023
                                                                  ------------            -----------           ---------

Net income before minority interest                                     47,581                 54,797              42,487
Minority interest income                                                  (194)                  (163)               (128)
                                                                 --------------          -------------         ----------


Net income                                                         $    47,387            $    54,634           $  42,359
                                                                    ==========             ==========            ========
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>


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


                                                                                   Years   ended   December 31,

                                                                       1999                 1998                  1997
<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               153,283              123,283
Capital contributions                                                        -                     -               30,000
                                                               ---------------       ---------------           ----------
Balance at end of year                                                 153,283               153,283              153,283
                                                                     ---------             ---------            ---------


Retained earnings

  Balance at beginning of year                                         236,521               181,887              139,528
  Net income                                                            47,387                54,634               42,359
                                                                    ----------            ----------           ----------

  Balance at end of year                                               283,908               236,521              181,887
                                                                     ---------             ---------            ---------


Accumulated other comprehensive income

 Balance at beginning of year                                          121,549               114,490               62,814
 Unrealized appreciation (depreciation) of
      investments - net of reclassification
      adjustments                                                     (374,203)               10,860               79,497
  Deferred income tax benefit (expense) on
      changes                                                          130,971                (3,801)             (27,821)
                                                                    ----------            ----------            ---------

  Balance at end of year                                              (121,683)              121,549              114,490
                                                                    ----------             ---------            ---------


               Total capital funds                                  $  320,392            $  516,237           $  454,544
                                                                     =========             =========            =========
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>

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

                                                                           Years  ended   December 31,
                                                                             1999               1998               1997
                                                                         ------------         -------            --------

<S>                                                                       <C>               <C>                <C>
Cash flows from operating activities:

 Net income                                                               $   47,387        $     54,634       $    42,359

 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                                                294,389             250,810           121,325
 Change in premiums and insurance balances
  receivable and payable -net                                                 (3,398)               (753)           (5,346)
 Change in reinsurance assets                                                (27,806)            (11,301)          157,710
 Change in deferred policy acquisition costs                                 (52,832)            (49,305)          (34,248)
 Change in investment income due and accrued                                     846              (8,894)           22,133
 Realized capital losses                                                      11,240                 334             3,025
 Change in current and deferred income taxes -net                              5,480               9,330             2,689
 Change in reserves for commissions, expenses and taxes                       (6,312)              9,599            13,243
 Change in other assets and liabilities - net                                 26,888             (61,575)           69,582
                                                                          ----------          -----------        ---------
         Total adjustments                                                   248,495             138,245           350,113
                                                                           ---------           ---------          --------
 Net cash provided by operating activities                                   295,882             192,879           392,472
                                                                           ---------           ---------          --------

Cash flows from investing activities:

 Cost of fixed maturities, at market, sold                                   564,697             282,756            23,816
 Cost of fixed maturities, at market, matured or redeemed                    318,833             340,435           153,963
 Cost of equity securities sold                                                1,032               1,039             3,676
 Cost of real estate sold                                                          -               2,585                 -
 Realized capital losses                                                     (11,240)              1,666             1,975
 Purchase of fixed maturities                                             (1,685,038)         (1,865,768)         (804,262)
 Purchase of equity securities                                               (33,567)            (18,559)           (1,750)
 Purchase of real estate                                                           -                (341)             (413)
 Mortgage loans granted                                                     (134,988)           (202,484)          (87,690)
 Repayments of mortgage loans                                                258,159              83,035            29,298
 Change in policy loans                                                      367,154             485,868           377,124
 Change in short-term investments                                            (58,973)            504,208          (567,876)
 Change in other invested assets                                             (23,336)            (11,706)            6,294
 Other - net                                                                  (2,826)            (27,908)           11,917
                                                                          ----------          -----------       ----------
  Net cash used in investing activities                                     (440,093)           (425,174)         (853,928)
                                                                            --------           ----------        ---------

Cash flows from financing activities:

 Change in policyholders' funds on deposit                                   139,509             231,951           430,808
  Proceeds from capital contribution                                               -                   -            30,000
                                                                      --------------    ----------------        ----------
   Net cash provided by financing activities                                 139,509             231,951           460,808
                                                                            --------          ----------         ---------

Change in cash                                                                (4,702)               (344)             (648)
Cash at beginning of period                                                    4,788               5,132             5,780
                                                                          ----------        ------------        ----------
Cash at end of period                                                  $          86       $       4,788       $     5,132
                                                                        ============        ============        ==========
</TABLE>

                 See accompanying notes to financial statements.
<PAGE>

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

                                                                               Years  ended   December 31,

                                                                          1999                    1998               1997
                                                                    -----------------       ----------              ------

<S>                                                                   <C>                  <C>                 <C>
Comprehensive income

Net income                                                            $      47,387        $      54,634       $     42,359
                                                                       ------------         ------------        -----------
Other comprehensive income

Unrealized appreciation (depreciation) of
  investments - net of reclassification
  adjustments                                                              (374,203)              10,860             79,497
 Changes due to deferred income tax benefit
       (expense) on changes                                                 130,971               (3,801)          (27,821)
                                                                        -----------        -------------         ---------

  Other comprehensive income                                               (243,232)               7,059            51,676
                                                                         ----------        --------------        ---------

 Comprehensive income                                                   $  (195,845)        $     61,693        $   94,035
                                                                         ==========-         ===========         =========
</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 GAAP 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 current 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
          lives.  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 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 partnerships, which
          are recorded  using either the cost or the equity method  depending on
          the  type  of  partnership   and  the  Company's   related   ownership
          percentage.

     (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 for
          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 131 establishes  standards for the way the Company is required to
          disclose  information  about  its  operating  segments  in its  annual
          financial statements and selected information in its 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 was  effective  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  the
          Company   to  revise  its   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, 2001.

          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.  This  statement was
          effective for the year commencing January 1, 1999 and has been adopted
          herein.  SOP 97-3  did not have a  material  impact  on the  Company's
          results of operations, financial condition or liquidity.
<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.

2.   Investment Information

     (a)  Statutory Deposits: Securities with a carrying value of $2,540,000 and
          $2,448,000  were  deposited  by  the  Company  under  requirements  of
          regulatory authorities as of December 31, 1999 and 1998, respectively.

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

<TABLE>


                                                                                        Years ended  December 31,

                                                                                1999            1998              1997

<S>                                                                           <C>               <C>              <C>
        Fixed maturities                                                      $330,806          $284,267         $200,097
        Equity securities                                                        1,670               622               58
        Mortgage loans                                                          37,255            36,464           28,714
        Real estate                                                              2,253             2,406            2,254
        Policy loans                                                            55,832           120,927          148,555
        Cash and short-term investments                                          7,349             9,346            3,582
          Other invested assets                                                 15,141             8,015            2,380
                                                                             ---------         ---------        ---------
                  Total investment income                                      450,306           462,047          385,640
        Investment expenses                                                      6,443             4,899            3,772
                                                                             ---------         ---------        ---------

                  Net investment income                                       $443,863          $457,148         $381,868
                                                                               =======           =======          =======
</TABLE>


2.   Investment Information - (continued)

     (c)  Investment  Gains and Losses:  The net realized capital gains (losses)
          and change in unrealized  appreciation  (depreciation)  of investments
          for 1999,  1998 and 1997 are summarized  below (in  thousands):
<TABLE>

                                                                                        Years ended December 31,

                                                                                 1999              1998             1997
                                                                             ----------           -------          ------

    Realized (losses) gains on investments:
<S>                                                                          <C>            <C>             <C>
        Fixed maturities                                                     $ (11,100)     $          -    $          -
        Equity securities                                                           86                84            1,975
        Mortgage loans                                                               -            (2,000)          (5,000)
        Real estate                                                                  -             1,561                -
        Other invested assets                                                     (226)               21                -
                                                                           -----------         ---------     ------------
        Realized losses                                                      $ (11,240)         $   (334)       $  (3,025)
                                                                              ========           =======         =========

    Change in unrealized appreciation (depreciation) of investments:

          Fixed maturities                                                   $(344,180)         $( 1,131)        $ 77,422

        Equity securities                                                       (2,673)            1,203             (626)
          Other invested assets                                                (27,350)           10,788            2,701
                                                                             ----------          -------        ---------
        Change in unrealized appreciation
        (depreciation) of investments                                        $(374,203)          $10,860         $ 79,497
                                                                              -========           ======          =======
</TABLE>


          Proceeds from the sale of investments in fixed maturities during 1999,
          1998  and  1997  were  $564,697,000,  $282,756,000,  and  $23,816,000,
          respectively.

          During 1999,  1998 and 1997,  gross gains of  $8,603,000,  $0, and $0,
          respectively,   and  gross   losses  of   $19,703,000,   $0,  and  $0,
          respectively,   were  realized  on   dispositions  of  fixed  maturity
          investments.

          During  1999,  1998 and 1997,  gross  gains of $87,000,  $84,000,  and
          $1,975,000,  respectively,  and gross  losses of  $1,000,  $0, and $0,
          respectively, were realized on disposition of equity securities.

     (d)  Market  Value of  Fixed  Maturities  and  Unrealized  Appreciation  of
          Investments: At December 31, 1999 and 1998, unrealized appreciation of
          investments in equity  securities  (before  applicable taxes) included
          gross  gains  of  $3,635,000   and  $2,854,000  and  gross  losses  of
          $3,711,000 and $257,000, respectively.

          The amortized cost and estimated market values of investments in fixed
          maturities   at  December  31,  1999  and  1998  are  as  follows  (in
          thousands):
<TABLE>



                                                                               Gross            Gross        Estimated
        1999                                               Amortized        Unrealized       Unrealized       Market
        ----                                                 Cost              Gains           Losses         Value
                                                           --------         ----------       ----------      ---------
<S>                                                    <C>              <C>             <C>               <C>
          Fixed maturities:

          U.S. Government and government
              agencies and authorities                 $     54,114     $      10,611   $         549     $    64,176
          States, municipalities and

              political subdivisions                        298,831             8,474           2,777         304,528
          Foreign governments                                20,242               947             109          21,080
          All other corporate                             4,516,835            30,080         233,820       4,313,095
                                                          ---------       -----------        --------       ---------

        Total fixed maturities                           $4,890,022      $     50,112      $  237,255      $4,702,879
                                                          =========       ===========        ========       =========
</TABLE>
<PAGE>


2.  Investment Information - (continued)
    -----------------------------------
<TABLE>



                                                                               Gross            Gross        Estimated
        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>

     The  amortized  cost  and  estimated  market  value  of  fixed  maturities,
     available for sale at December 31, 1999, 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                                                $   320,364                $   310,060
        Due after one year through five years                                    1,431,252                  1,385,475
        Due after five years through ten years                                   1,788,798                  1,708,343
        Due after ten years                                                      1,349,608                  1,299,001
                                                                                ----------                  ---------

                                                                               $ 4,890,022                 $4,702,879
                                                                                 =========                  =========
</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, 1999 and 1998, the market value of the CMO
          portfolio  was  $577,112,000  and  $522,844,000,   respectively;   the
          estimated  amortized cost was  approximately  $586,925,000 in 1999 and
          $504,077,000   in  1998.   The  Company's  CMO  portfolio  is  readily
          marketable.  There  were no  derivative  (high  risk)  CMO  securities
          contained in the portfolio at December 31, 1999 and 1998.

     (f)  Fixed  Maturities  Below  Investment  Grade:  At December 31, 1999 and
          1998,  the  fixed  maturities  held by the  Company  that  were  below
          investment  grade had an aggregate  amortized cost of $368,018,000 and
          $344,609,000,   respectively,   and  an  aggregate   market  value  of
          $326,989,000 and $327,217,000, respectively.

     (g)  Non-income   Producing  Assets:   Non-income   producing  assets  were
          insignificant.

<PAGE>


2.  Investment Information - (continued)

     (h)  Investments  Greater than 10% Equity:  The market value of investments
          in the following companies exceeded 10% of the Company's total capital
          funds at December 31, 1999 (in thousands):

        Bankers Trust                                                 $  35,126
        Camden Property                                                  38,782
        Countrywide                                                      39,621
        Fort James                                                       36,202
        GMAC                                                             34,375
        Lehman Brothers                                                  35,698
        Morgan Stanley Capital                                           37,532
        Morgan Stanley Group                                             40,665
        RFCO                                                             33,501
        Simon Debartolo                                                  41,138
        Tower Funding                                                    49,489

        Other Invested Assets:
        Equity Linked Investors II, L.P.                              $  36,852

3.  Deferred Policy Acquisition Costs

          The  following   reflects  the  policy   acquisition   costs  deferred
          (commissions,  direct  solicitation  and other  costs)  which  will be
          amortized  against future income and the related current  amortization
          charged to income, excluding certain amounts deferred and amortized in
          the same period (in thousands).
<TABLE>

                                                                                   Years  ended   December 31,

                                                                            1999             1998               1997
                                                                         ----------        ------             -------


<S>                                                                       <C>              <C>                <C>
        Balance at beginning of year                                      $167,840         $118,535           $84,287
        Acquisition costs deferred                                          73,097           71,430            50,927
        Amortization charged to income                                     (20,265)         (22,125)          (16,679)
                                                                          --------         --------          --------
        Balance at end of year                                            $220,672         $167,840          $118,535
                                                                           =======          =======           =======
</TABLE>

4.   Future Policy Benefits and Policyholders' Funds on Deposit

     (a)  The analysis of the future policy benefits and policyholders' funds on
          deposit at December 31, 1999 and 1998 follows (in thousands):
<TABLE>

                                                                                    1999                       1998
<S>                                                                            <C>                       <C>
        Future Policy Benefits:
        Long duration contracts                                                $ 1,255,606               $    987,503
        Short duration contracts                                                    28,962                     14,741
                                                                               -----------               ------------
                                                                               $ 1,284,568                $ 1,002,244
                                                                                 =========                  =========

        Policyholders' funds on deposit:
        Annuities                                                              $ 1,598,685                $ 1,385,203
        Universal life                                                             212,907                    184,460
        Guaranteed investment contracts (GICs)                                     976,517                    669,035
        Corporate owned life insurance                                           1,816,969                  2,229,843
           Other investment contracts                                                7,285                      4,313
                                                                              ------------               ------------

                                                                                $ 4,612,363                 $ 4,472,854
                                                                                  =========                   =========
</TABLE>
<PAGE>


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

     (b)  Long duration contract liabilities included in future policy benefits,
          as  presented  in the table above,  result from  traditional  life and
          annuity 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 7.6 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 7.4
          percent.

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

     (i)  Interest rates credited on deferred annuities vary by year of issuance
          and range from 3.0  percent to 7.5  percent.  Credited  interest  rate
          guarantees are generally for a period of one year.  Withdrawal charges
          generally  range from 3.0 percent to 10.0 percent grading to zero over
          a period of 5 to 10 years.

     (ii) GICs have market value  withdrawal  provisions for any funds withdrawn
          other  than  benefit  responsive  payments.  Interest  rates  credited
          generally  range from 4.9 percent to 8.1 percent and maturities  range
          from 3 to 7 years.

     (iii)Interest  rates  on   corporate-owned   life  insurance  business  are
          guaranteed  at 4.0 percent and the weighted  average rate  credited in
          1999 was 6.7 percent.

     (iv) The universal life funds,  exclusive of corporate-owned life insurance
          business,  have credited  interest rates of 5.4 percent to 7.1 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.
<PAGE>

5.  Income Taxes

     (a)  The Federal income tax rate  applicable to ordinary  income is 35% for
          1999,  1998 and 1997.  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,


                                                 1999                         1998                        1997
                                         -----------------------         ----------------            --------------

                                               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                       $ 25,732       35.0%         $ 30,183     35.0%         $ 23,279      35.0%
        Prior year federal
             income tax benefit                 109         0.1              268      0.3                (6)        -
          State income tax                      198        0.3               599      0.7               673       1.0
        Other                                  (100)      (0.1)              388      0.5                77       0.1
                                           --------     ------         ---------    -----        ----------     -----
        Actual income tax expense           $25,939       35.3%         $ 31,438     36.5%         $ 24,023      36.1%
                                             ======     ======           =======     ====           =======      ====
</TABLE>

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

                                                                                   Years ended December 31,

                                                                                1999                     1998
<S>                                                                         <C>                     <C>
    Deferred tax assets:
        Adjustment to life policy reserves                                  $   74,579              $    59,903
        Unrealized depreciation of investments                                  65,527                        -
        Adjustments to mortgage loans and
              investment income due and accrued                                  5,009                    4,913
        Adjustment to policy and contract claims                                 1,959                    5,456
        Other                                                                    2,521                    2,406
                                                                            ----------                ---------
                                                                               149,595                   72,678
                                                                              --------                 --------
    Deferred tax liabilities:
        Deferred policy acquisition costs                                   $   74,247              $    55,308
        Unrealized appreciation on investments                                       -                   65,445
        Fixed maturities discount                                                7,744                    4,911
        Other                                                                    4,036                    3,533
                                                                            ----------              -----------
                                                                                86,027                  129,197
                                                                             ---------                ---------

        Net deferred tax (asset) liability                                  $  (63,568)              $   56,519
                                                                             =========                =========
</TABLE>

     (c)  At December 31, 1999,  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 1999,  1998,  and 1997  amounted to  $20,156,000,
          $21,184,000, and $20,311,000, respectively.
<PAGE>

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. As of December  31,  1999,  the
          Company's  unused  capital  commitment was  $5,086,000.  Contributions
          totaling $19,872,000 have been made through December 31, 1999.

          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 $2,250,000 have been made through December 31,
          1999.

          During 1999, the Company entered into a partnership  agreement with G2
          Opportunity  Fund,  L.P.  The  agreement  requires the Company to make
          capital  contributions  totaling $12,500,000.  Contributions  totaling
          $11,515,000 have been made through December 31, 1999.

          During 1999, the Company entered into a partnership agreement with CVC
          Capital  Funding  LLC.  The  agreement  requires  the  Company to make
          capital contributions totaling $10,000,000. No contributions have been
          made as of December 31, 1999.

          During 1999,  the Company  entered into a partnership  agreement  with
          Private Equity Investors,  IV L.P. The agreement  requires the Company
          to make capital contributions  totaling $73,000,000.  No contributions
          have been made as of December 31, 1999.

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.
<PAGE>

7.   Fair Value of Financial Instruments - (continued)

          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):

        1999                                        Fair               Carrying
                                                    Value               Amount


        Cash and short-term investments        $    222,763         $    222,763
        Fixed maturities                          4,702,879            4,702,879
        Equity securities                            51,610               51,610
        Mortgage and policy loans                   994,825              989,068

        Policyholders' funds on deposit         $ 4,627,170          $ 4,612,363


        1998                                        Fair               Carrying
                                                    Value                Amount

        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

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 $29,805,000 during 1999,  however,  no
          dividends were paid during the year.

     (b)  The Company's capital funds as determined in accordance with statutory
          accounting  practices  was  $298,955,000  at  December  31,  1999  and
          $298,047,000  at December 31, 1998.  Statutory net income  amounted to
          $23,517,000,  $28,789,000  and  $35,350,000  for 1999,  1998 and 1997,
          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  $(11,240,000),
          $(334,000)  and  $(3,025,000)  for December  31, 1999,  1998 and 1997,
          respectively.
<PAGE>

9.   Employee Benefits

     (a)  The  Company   participates   with  its  affiliates  in  a  qualified,
          non-contributory,  defined  benefit pension plan which is administered
          by the Parent.  All  qualified  employees who have attained age 21 and
          completed  twelve  months  of  continuous   service  are  eligible  to
          participate  in this plan. An employee with 5 or more years of service
          is entitled to pension benefits beginning at normal retirement age 65.
          Benefits are based upon a  percentage  of average  final  compensation
          multiplied  by  years  of  credited  service  limited  to 44  years of
          credited service. 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, 1999, 1998 and 1997 were approximately $89,000, $272,000,
          and  $373,000,  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,  1999  by
          $36,000,000.

          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,  1999,  provided for salary  reduction  contributions  by
          employees and matching  contributions by the Parent of up to 6 percent
          of annual salary depending on the employees' years of service.

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

     (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 provides 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.
<PAGE>

10.  Leases

    (a) The  Company  occupies  leased  space in many  locations  under  various
        long-term  leases and has  entered  into  various  leases  covering  the
        long-term use of data  processing  equipment.  At December 31, 1999, the
        future minimum lease payments under operating leases were as follows (in
        thousands):

                 Year                                         Payment

                 2000                                        $  4,714
                 2001                                           4,250
                 2002                                           3,773
                 2003                                           3,451
                 2004                                           1,831
        Remaining years after 2004                                  -
                                                              -------

                 Total                                        $18,019
                                                              =======

     Rent expense approximated  $4,983,000,  $4,450,000,  and $3,881,000 for the
     years ended December 31, 1999, 1998 and 1997, respectively.

11.  Reinsurance

     (a)  The Company  reinsures  portions of its life and  accident  and health
          insurance risks with unaffiliated companies.  Life insurance risks are
          reinsured  primarily  under  coinsurance  and  yearly  renewable  term
          treaties.  Accident and health insurance risks are reinsured primarily
          under  coinsurance,  excess of loss and quota share treaties.  Amounts
          recoverable from reinsurers are estimated in a manner  consistent with
          the  assumptions  used  for the  underlying  policy  benefits  and are
          presented as a component of reinsurance assets. A contingent liability
          exists  with  respect  to  reinsurance  ceded to the  extent  that any
          reinsurer  is  unable  to  meet  the  obligations  assumed  under  the
          reinsurance agreements.

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


<TABLE>

    December 31, 1999
                                                                                                               Percentage
                                                                                                                of Amount
                                                                                                                 Assumed
                                           Gross             Ceded             Assumed            Net             to Net


<S>                                       <C>                <C>              <C>              <C>                  <C>
      Life Insurance in Force             $55,097,927        $19,275,199      $ 850,313        $36,673,041          2.3%
                                           =============      ==========       ========         ==========

        Premiums:
          Life                                241,419             52,217          2,449            191,651          1.3%
          Accident and Health                 210,592            112,162        171,794            270,224         63.6%
          Annuity                             251,045                  -              -            251,045            -
                                         ------------      -----------------  --------------    ----------

        Total Premiums                  $     703,056       $    164,379      $ 174,243      $     712,920         24.4%
                                         ============        ===========       ========       ============

</TABLE>
<PAGE>

11.  Reinsurance - (continued)


<TABLE>

    December 31, 1998
                                                                                                               Percentage
                                                                                                                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%
                                         ============        ===========       ========       ============
</TABLE>
<TABLE>

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


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

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

        Total Premiums                  $     446,588       $    126,900      $ 117,962      $     437,650         27.0%
                                         ============        ===========       ========       ============
</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    $147,882,000,    $111,580,000,    and    $100,029,000,
          respectively,  for each of the years ended December 31, 1999, 1998 and
          1997.

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

12.  Transactions with Related Parties

     (a)  The  Company  is  party to  several  reinsurance  agreements  with its
          affiliates  covering  certain life and  accident and health  insurance
          risks.  Premium  income  and  commission  ceded for 1999  amounted  to
          $1,194,000  and $1,000,  respectively.  Premium  income and commission
          ceded  for 1998  amounted  to  $1,237,000  and  $1,000,  respectively.
          Premium  income  and  commission  ceded  to  affiliates   amounted  to
          $1,251,000  and $1,000 for the year ended  December 31, 1997.  Premium
          income  and  ceding   commission   expense   assumed  from  affiliates
          aggregated  $158,579,000  and  $31,710,000,  respectively,  for  1999,
          compared to $131,771,000 and $31,584,000,  respectively, for 1998, and
          $110,529,000 and $24,853,000, respectively for 1997.
<PAGE>

12.  Transactions with Related Parties - (continued)

     (b)  The  Company  is party to several  cost  sharing  agreements  with its
          affiliates.  Generally, these agreements provide for the allocation of
          costs upon either the specific  identification basis or a proportional
          cost allocation basis which management believes to be reasonable.  For
          the years ended  December  31,  1999,  1998 and 1997,  the Company was
          charged $38,845,000,  $40,417,000 and $37,846,000,  respectively,  for
          expenses attributed to the Company but incurred by affiliates.  During
          the same period, the Company received  reimbursements  from affiliates
          aggregating  $20,604,000,  $23,132,000 and $18,134,000,  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.


<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Policy 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  fifty-nine  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,
1999,  and the results of its  operations  and the changes in its net assets for
each of the three years in the period then ended,  in conformity with accounting
principles  generally accepted in the United States.  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
auditing standards  generally accepted in the United States,  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 10, 2000






<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                       STATEMENT OF ASSETS AND LIABILITIES
                                DECEMBER 31, 1999
<TABLE>
ASSETS:
      Investments at Market Value:

                                                     Shares              Cost              Market Value
                                              --------------------------------------------------------------
<S>                                                  <C>                 <C>                   <C>
AIM
  Capital Appreciation Fund                            13,473.865           $ 334,855             $ 479,400
  International Equity Fund                            27,571.074             554,714               807,557
Alliance
  Conservative Investors Portfolio                      2,934.676              39,465                39,415
  Global Bond Portfolio                                 1,392.310              15,739                15,665
  Global Dollar Government Portfolio                       19.951                 191                   214
  Growth Portfolio                                    135,490.669           3,302,844             4,551,131
  Growth & Income Portfolio                           118,857.542           2,496,396             2,589,910
  Growth Investors Portfolio                           14,109.342             215,377               241,693
  Money Market Portfolio                               30,956.920              30,956                30,956
  Premier Growth Portfolio                             16,401.606             541,489               663,441
  Technology Portfolio                                130,454.729           3,342,191             4,384,584
  Total Return Portfolio                                  139.972               2,413                 2,448
  Quasar Portfolio                                    100,273.238           1,262,932             1,303,552
  U.S. Government/High Grade Securities Portfolio          76.713                 935                   858
  Utility Income Portfolio                                 51.049                 920                 1,106
Anchor
  Capital Appreciation Portfolio                        1,452.187              74,567                82,804
  Government & Quality Bond Portfolio                   8,787.288             120,310               120,210
  Growth Portfolio                                        799.586              28,845                30,800
  Natural Resources Portfolio                             741.289              11,134                12,023
Dreyfus
  Small Company Stock Portfolio                        23,570.817             340,290               393,399
  Stock Index Portfolio                               132,228.166           4,151,339             5,084,173
  Zero Coupon 2000 Portfolio                            1,409.864              17,499                17,156
Fidelity
  Asset Manager Portfolio                              64,730.820           1,113,633             1,208,521
  Contrafund Portfolio                                 36,014.987             872,727             1,049,838
  Growth Portfolio                                    109,646.236           4,509,339             6,022,870
  High Income Portfolio                                42,812.152             484,672               484,205
  Investment Grade Bond Portfolio                      40,457.261             498,052               491,961
  Money Market Portfolio                            1,761,346.140           1,761,346             1,761,346
  Overseas Portfolio                                   24,504.130             495,219               672,397
SunAmerica
  Alliance Growth Portfolio                            20,057.491             690,507               769,605
  Aggressive Growth Portfolio                           6,244.706             119,770               145,877
  Asset Allocation Portfolio                            1,890.852              27,379                28,344
  Cash Management Portfolio                           169,827.747           1,835,840             1,849,423
  Corporate Bond Portfolio                                656.427               7,383                 7,300
  "Dogs" of Wall Street Portfolio                       3,708.923              33,523                33,233
  Emerging Markets Portfolio                            3,590.599              32,978                39,819
  Federated Value Portfolio                             9,834.379             156,562               162,956
  Global Bond Portfolio                                   295.259               3,194                 3,190
  Global Equities Portfolio                             1,740.013              33,657                37,914
  Growth-Income Portfolio                               4,490.075             134,696               146,241
  High-Yield Bond Portfolio                             8,942.888              92,717                93,723
  International Diversified Equities Portfolio         10,498.206             152,874               167,970
  International Growth & Income Portfolio               9,380.240             127,027               120,911
  MFS Growth & Income Portfolio                         5,738.599              77,264                80,111
  MFS Mid-Cap Growth Portfolio                          5,802.442              87,737                94,347
  MFS Total Return Portfolio                            2,900.907              41,659                41,512
  Putnam Growth Portfolio                               4,928.449             128,633               138,932
  Real Estate Portfolio                                   552.567               4,700                 4,869
  SunAmerica Balanced Portfolio                         5,042.349              90,003                99,032
  Utility Portfolio                                       752.833              10,771                10,827
  Venture Value Portfolio                               9,820.109             247,466               263,081
  Worldwide High Income Portfolio                          54.943                 566                   586
Van Eck
  Worldwide Emerging Markets Portfolio                  8,283.308              65,860               118,117
  Worldwide Hard Assets Portfolio                       6,542.928              65,819                71,708
Weiss,Peck & Greer
  Tomorrow Long Term Portfolio                          8,395.470              73,440                76,566
  Tomorrow Medium Term Portfolio                          536.633               4,911                 4,841
  Tomorrow Short Term Portfolio                           817.802               8,678                 8,186
                                                                  --------------------  --------------------
Total Investments                                                        $ 30,976,003          $ 37,162,854
     Total Assets                                                                              $ 37,162,854
                                                                                        ====================

EQUITY:
      Policy Owners' Equity                                                                    $ 37,162,854
                                                                                        ---------------------
                     Total Equity                                                              $ 37,162,854
                                                                                        =====================

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                             STATEMENT OF OPERATIONS
 For The Years Ended December 31, 1999, December 31, 1998 and December 31, 1997
<TABLE>

                  1999


                                                                      AIM                 AIM
                                                                    Capital           International
                                                                  Appreciation           Equity
                                                  Total               Fund                Fund
<S>                                             <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                    $1,332,831             $10,005            $26,327
Expenses:
    Mortality & Expense Risk Fees                   224,586               2,575              4,077
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                      1,108,245               7,430             22,250
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                  1,688,244               9,467               (658)
    Change in Unrealized Appreciation
        (Depreciation)                            4,216,974             118,713            245,104
                                              --------------     ---------------      -------------
     Net Gain (Loss) on Investments               5,905,218             128,180            244,446
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets
    Resulting From Operations                    $7,013,463            $135,610           $266,696
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                                                        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                       338                 109                  2
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                          2,973                 213                 29
                                              --------------     ---------------      -------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                        332                (472)                 1
    Change in Unrealized Appreciation
        (Depreciation)                               (1,782)               (364)                15
                                              --------------     ---------------      -------------
     Net Gain (Loss) on Investments                  (1,450)               (836)                16
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                        $1,523               ($623)               $45
                                              ==============     ===============      =============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    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                    31,382              20,015              2,024
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                        239,513             208,349             20,178
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                    153,081              59,630             11,353
    Change in Unrealized Appreciation
        (Depreciation)                              690,619             (46,210)               700
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                  843,700              13,420             12,053
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                    $1,083,213            $221,769            $32,231
                                              ==============     ===============      =============

</TABLE>
<TABLE>

                                                                    Alliance            Alliance
                                                Alliance             Money              Premier
                                              International         Market               Growth
                                                Portfolio          Portfolio           Portfolio
<S>                                              <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                       $30,720             $20,021             $4,775
Expenses:
    Mortality & Expense Risk Fees                     1,926               3,973              3,655
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                         28,794              16,048              1,120
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                    322,423                   0                896
    Change in Unrealized Appreciation
        (Depreciation)                                    0                   0            105,394
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                  322,423                   0            106,290
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                      $351,217             $16,048           $107,410
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    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                    16,479                  22              5,084
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                        (13,316)                208             (3,833)
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                    596,364                   7            143,282
    Change in Unrealized Appreciation
        (Depreciation)                              860,253                 (78)            94,963
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                1,456,617                 (71)           238,245
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                    $1,443,301                $137           $234,412
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                Alliance
                                                  U.S.
                                               Government/
                                                  High              Alliance             Anchor
                                                  Grade             Utility             Capital
                                               Securities            Income           Appreciation
                                                Portfolio          Portfolio           Portfolio
<S>                                              <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                           $60                 $44               $209
Expenses:
    Mortality & Expense Risk Fees                         8                  10                 71
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                             52                  34                138
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                         (5)                 10              5,385
    Change in Unrealized Appreciation
        (Depreciation)                                  (78)                134              8,237
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                      (83)                144             13,622
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                          ($31)               $178            $13,760
                                              ==============     ===============      =============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                 Anchor
                                               Government
                                                    &                                    Anchor
                                                 Quality             Anchor             Natural
                                                  Bond               Growth            Resources
                                                Portfolio          Portfolio           Portfolio
<S>                                               <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                        $1,993                $116                 $0
Expenses:
    Mortality & Expense Risk Fees                       145                  50                 10
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                          1,848                  66                (10)
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                     (1,988)              4,496                  1
    Change in Unrealized Appreciation
        (Depreciation)                                 (100)              1,955                890
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                   (2,088)              6,451                891
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                         ($240)             $6,517               $881
                                              ==============     ===============      =============

</TABLE>
<TABLE>

                                                 Dreyfus                                Dreyfus
                                                  Small             Dreyfus               Zero
                                                 Company             Stock               Coupon
                                                  Stock              Index                2000
                                                Portfolio             Fund             Portfolio
<S>                                              <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0             $82,801               $930
Expenses:
    Mortality & Expense Risk Fees                     2,786              35,158                155
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                         (2,786)             47,643                775
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                    (17,176)            143,876                 (4)
    Change in Unrealized Appreciation
        (Depreciation)                               49,961             534,775               (456)
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                   32,785             678,651               (460)
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                       $29,999            $726,294               $315
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                Fidelity
                                                  Asset             Fidelity            Fidelity
                                                 Manager           Contrafund            Growth
                                                Portfolio          Portfolio           Portfolio
<S>                                             <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                       $61,501             $13,299           $360,271
Expenses:
    Mortality & Expense Risk Fees                     9,130               5,958             40,086
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                         52,371               7,341            320,185
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       (138)             16,695            225,037
    Change in Unrealized Appreciation
        (Depreciation)                               50,732             139,635            916,601
                                              --------------     ---------------      -------------

    Net Gain (Loss) on Investments                   50,594             156,330          1,141,638
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                      $102,965            $163,671         $1,461,823
                                              ==============     ===============      =============

</TABLE>
<TABLE>

                                                                    Fidelity
                                                Fidelity           Investment           Fidelity
                                                  High               Grade               Money
                                                 Income               Bond               Market
                                                Portfolio          Portfolio           Portfolio
<S>                                              <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                       $25,817             $11,228           $104,828
Expenses:
    Mortality & Expense Risk Fees                     3,902               3,790             18,801
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                         21,915               7,438             86,027
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                    (12,925)             (1,112)                 0
    Change in Unrealized Appreciation
        (Depreciation)                               17,353             (12,354)                 0
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                    4,428             (13,466)                 0
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                       $26,343             ($6,028)           $86,027
                                              ==============     ===============      =============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                   SunAmerica          SunAmerica
                                                Fidelity            Alliance           Aggressive
                                                Overseas             Growth              Growth
                                                Portfolio          Portfolio           Portfolio
<S>                                              <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                       $16,156                  $0                 $0
Expenses:
    Mortality & Expense Risk Fees                     4,369                 904                123
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                         11,787                (904)              (123)
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      3,460               5,669              1,932
    Change in Unrealized Appreciation
        (Depreciation)                              173,424              79,099             26,106
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                  176,884              84,768             28,038
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                      $188,671             $83,864            $27,915
                                              ==============     ===============      =============
</TABLE>
<TABLE>



                                               SunAmerica          SunAmerica          SunAmerica
                                                  Asset               Cash             Corporate
                                               Allocation          Management             Bond
                                                Portfolio          Portfolio           Portfolio
<S>                                                 <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0             $10,746                 $0
Expenses:
    Mortality & Expense Risk Fees                        32               4,228                  6
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                            (32)              6,518                 (6)
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                         77               4,159                 24
    Change in Unrealized Appreciation
        (Depreciation)                                  965              13,584                (84)
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                    1,042              17,743                (60)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                        $1,010             $24,261               ($66)
                                              ==============     ===============      =============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                               SunAmerica
                                                 "Dogs"
                                                   of              SunAmerica          SunAmerica
                                                  Wall              Emerging           Federated
                                                 Street             Markets              Value
                                                Portfolio          Portfolio           Portfolio
<S>                                                <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0                  $0                 $0
Expenses:
    Mortality & Expense Risk Fees                        26                  44                121
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                            (26)                (44)              (121)
                                              --------------     ---------------      -------------
 Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       (403)                961                (71)
    Change in Unrealized Appreciation
        (Depreciation)                                 (291)              6,842              6,394
                                              --------------     ---------------      -------------
     Net Gain (Loss) on Investments                    (694)              7,803              6,323
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets
    Resulting From Operations                         ($720)             $7,759             $6,202
                                              ==============     ===============      =============
 </TABLE>
<TABLE>


                                               SunAmerica          SunAmerica
                                                 Global              Global            SunAmerica
                                                  Bond              Equities          Growth-Income
                                                Portfolio          Portfolio           Portfolio
<S>                                                <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0                  $0                 $0
Expenses:
    Mortality & Expense Risk Fees                         4                  64                182
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                             (4)                (64)              (182)
                                              --------------     ---------------      -------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                          0               1,580              4,088
    Change in Unrealized Appreciation
        (Depreciation)                                   (2)              4,258             11,546
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                       (2)              5,838             15,634
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets
    Resulting From Operations                           ($6)             $5,774            $15,452
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                                       SunAmerica
                                                                   SunAmerica         International
                                               SunAmerica        International           Growth
                                               High-Yield         Diversified              &
                                                  Bond              Equities             Income
                                                Portfolio          Portfolio           Portfolio
<S>                                           <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0                  $0            $10,764
Expenses:
    Mortality & Expense Risk Fees                        70                 144                100
                                              --------------     ---------------      -------------
 Net Investment Income (Loss)                           (70)               (144)             10,664
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                        315                (475)                48
    Change in Unrealized Appreciation
        (Depreciation)                                1,005              15,097             (6,115)
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                    1,320              14,622             (6,067)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                        $1,250             $14,478             $4,597
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                               SunAmerica
                                                   MFS             SunAmerica          SunAmerica
                                                 Growth               MFS                 MFS
                                                    &               Mid-Cap              Total
                                                 Income              Growth              Return
                                                Portfolio          Portfolio           Portfolio
<S>                                                <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0              $1,260                 $0
Expenses:
    Mortality & Expense Risk Fees                       122                  59                 50
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                           (122)              1,201                (50)
                                              --------------     ---------------      -------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      3,481               3,519                513
    Change in Unrealized Appreciation
        (Depreciation)                                2,847               6,611               (146)
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                    6,328              10,130                367
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                        $6,206             $11,331               $317
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                               SunAmerica          SunAmerica          SunAmerica
                                                 Putnam               Real             SunAmerica
                                                 Growth              Estate             Balanced
<S>                                             Portfolio          Portfolio           Portfolio
Investment Income (Loss):                     <C>                <C>                 <C>
    Dividends                                            $0                  $0                 $0
Expenses:
    Mortality & Expense Risk Fees                       198                   4                101
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                           (198)                 (4)              (101)
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      6,536                   0                214
    Change in Unrealized Appreciation
        (Depreciation)                               10,300                 168              9,028
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                   16,836                 168              9,242
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                       $16,638                $164             $9,141
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                                                       SunAmerica
                                                                   SunAmerica          Worldwide
                                               SunAmerica           Venture               High
                                                 Utility             Value               Income
                                                Portfolio          Portfolio           Portfolio
<S>                                               <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0                  $0                 $0
Expenses:
    Mortality & Expense Risk Fees                         5                 227                  0
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                             (5)               (227)                 0
                                              --------------     ---------------      -------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                          9                (263)                 3
    Change in Unrealized Appreciation
        (Depreciation)                                   55              15,614                 19
                                              --------------     ---------------      -------------
     Net Gain (Loss) on Investments                      64              15,351                 22
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                           $59             $15,124                $22
                                              ==============     ===============      =============
 </TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                 VanEck              VanEck               WP&G
                                                Worldwide          Worldwide            Tomorrow
                                                Emerging              Hard                Long
                                                 Markets             Assets               Term
                                                  Fund                Fund             Portfolio
<S>                                              <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0                $544             $7,635

Expenses:
     Mortality & Expense Risk Fees                      562                 405                607
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                           (562)                139              7,028
                                              --------------     ---------------      -------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      3,139              (8,908)               692
    Change in Unrealized Appreciation
        (Depreciation)                               49,606              18,485             (1,304)
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                   52,745               9,577               (612)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                       $52,183              $9,716             $6,416
                                              ==============     ===============      =============

</TABLE>
<TABLE>

                                                  WP&G                WP&G
                                                Tomorrow            Tomorrow
                                                 Medium              Short
                                                  Term                Term
                                                Portfolio          Portfolio
<S>                                              <C>                <C>
Investment Income (Loss):
    Dividends                                          $414                $598
Expenses:
    Mortality & Expense Risk Fees                        44                  64
                                              --------------     ---------------
 Net Investment Income (Loss)                           370                 534
                                              --------------     ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                         19                  68
    Change in Unrealized Appreciation
        (Depreciation)                                 (206)               (543)
                                              --------------     ---------------
    Net Gain (Loss) on Investments                     (187)               (475)
                                               --------------     ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                          $183                 $59
                                              ==============     ===============
 </TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                             STATEMENT OF OPERATIONS
 For The Years Ended December 31, 1999, December 31, 1998 and December 31, 1997
<TABLE>

                  1998

                                                                      AIM                  AIM
                                                                    Capital           International
                                                                  Appreciation            Equity
                                                  Total               Fund                 Fund
<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>


                                                                                         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>
                See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                    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>



                                                                    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>
                See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>



                                                                    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>

                                                Alliance
                                                  U.S.
                                               Government/                               Dreyfus
                                                  High              Alliance              Small
                                                  Grade             Utility              Company
                                               Securities            Income               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>
                See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                    Dreyfus
                                                 Dreyfus              Zero               Fidelity
                                                  Stock              Coupon               Asset
                                                  Index               2000               Manager
                                                  Fund             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>



                                                                                         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>
                See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                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>


                                                                     VanEck               VanEck
                                                 VanEck            Worldwide            Worldwide
                                                Worldwide           Emerging               Hard
                                                Balanced            Markets               Assets
                                                  Fund                Fund                 Fund
<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>
                See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                  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 OPERATIONS
 For The Years Ended December 31, 1999, December 31, 1998 and December 31, 1997

<TABLE>

                  1997

                                                                    Alliance
                                                                  Conservative           Alliance
                                                                   Investors              Growth
                                                  Total            Portfolio            Portfolio
<S>                                      <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                      $208,147                $306              $27,680
Expenses:
    Mortality & Expense Risk Fees                    41,401                 139                6,211
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                        166,746                 167               21,469
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                    206,207                 600               37,620
    Change in Unrealized Appreciation
        (Depreciation)                              366,321                 586              138,629
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                  572,528               1,186              176,249
                                              --------------     ---------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                      $739,274              $1,353             $197,718
                                              ==============     ===============      ===============

</TABLE>
<TABLE>

                                                Alliance
                                                 Growth             Alliance
                                                    &                Growth              Alliance
                                                 Income            Investors            Technology
                                                Portfolio          Portfolio            Portfolio
<S>                                      <C>                <C>
Investment Income (Loss):
    Dividends                                       $27,385              $2,233                 $544
Expenses:
    Mortality & Expense Risk Fees                     4,386                 756                1,659
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                         22,999               1,477               (1,115)
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                     18,395               3,687               16,995
    Change in Unrealized Appreciation
        (Depreciation)                               68,190               5,513              (15,270)
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                   86,585               9,200                1,725
                                              --------------     ---------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                      $109,584             $10,677                 $610
                                              ==============     ===============      ===============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    Dreyfus
                                                                     Small               Dreyfus
                                                Alliance            Company               Stock
                                                 Quasar              Stock                Index
                                                Portfolio          Portfolio               Fund
<S>                                      <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                          $114              $2,290              $30,945
Expenses:
    Mortality & Expense Risk Fees                     1,578                 188                4,258
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                         (1,464)              2,102               26,687
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      9,057                (107)              41,444
    Change in Unrealized Appreciation
        (Depreciation)                               11,871              (5,712)              41,726
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                   20,928              (5,819)              83,170
                                              --------------     ---------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                       $19,464             ($3,717)            $109,857
                                              ==============     ===============      ===============

</TABLE>
<TABLE>


                                                 Dreyfus
                                                  Zero              Fidelity
                                                 Coupon              Asset               Fidelity
                                                  2000              Manager               Growth
                                                Portfolio          Portfolio            Portfolio
<S>                                      <C>                                    <C>
Investment Income (Loss):
    Dividends                                          $584             $24,048              $29,644
Expenses:
    Mortality & Expense Risk Fees                        73               2,502                8,178
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                            511              21,546               21,466
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                        (71)              8,600               55,366
    Change in Unrealized Appreciation
        (Depreciation)                                   83              19,239               90,042
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                       12              27,839              145,408
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets
    Resulting From Operations                          $523             $49,385             $166,874
                                              ==============     ===============      ===============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                    Fidelity
                                                Fidelity           Investment            Fidelity
                                                  High               Grade                Money
                                                 Income               Bond                Market
                                                Portfolio          Portfolio            Portfolio
<S>                                      <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                        $4,849              $3,074              $38,596
Expenses:
    Mortality & Expense Risk Fees                     1,566                 553                6,480
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                          3,283               2,521               32,116
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                     11,481                 322                    0
    Change in Unrealized Appreciation
        (Depreciation)                               11,697               2,132                    0
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                   23,178               2,454                    0
                                              --------------     ---------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                       $26,461              $4,975              $32,116
                                              ==============     ===============      ===============

</TABLE>
<TABLE>

                                                                                          VanEck
                                                                     VanEck             Worldwide
                                                Fidelity           Worldwide               Hard
                                                Overseas            Balanced              Assets
                                                Portfolio             Fund                 Fund
<S>                                      <C>                <C>
Investment Income (Loss):
    Dividends                                       $11,804                $832                 $485
Expenses:
    Mortality & Expense Risk Fees                     2,117                 489                  166
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                          9,687                 343                  319
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      1,460                 856                  165
    Change in Unrealized Appreciation
        (Depreciation)                               (3,697)              3,097               (1,231)
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                   (2,237)              3,953               (1,066)
                                              --------------     ---------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                        $7,450              $4,296                ($747)
                                              ==============     ===============      ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                  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                                        $2,143                $335                 $256
Expenses:
    Mortality & Expense Risk Fees                        85                   4                   13
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                          2,058                 331                  243
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                        303                   2                   32
    Change in Unrealized Appreciation
        (Depreciation)                                 (304)               (254)                 (16)
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                       (1)               (252)                  16
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets
    Resulting From Operations                        $2,057                 $79                 $259
                                              ==============     ===============      ===============
</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, 1999, December 31, 1998 and December 31, 1997
<TABLE>

                  1999
                                                                      AIM                 AIM
                                                                    Capital           International
                                                                  Appreciation           Equity
                                                  Total               Fund                Fund
<S>                                              <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                 $1,108,245              $7,430            $22,250
    Realized Gain (Loss) on Investment Activity   1,688,244               9,467               (658)
    Change in Unrealized Appreciation
        (Depreciation) of Investments             4,216,974             118,713            245,104
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets Resulting
    From Operations                               7,013,463             135,610            266,696
                                              --------------     ---------------      -------------
 Capital Transactions:
    Contract Deposits and Transfers              16,057,267             191,533            350,534
    Cost Of Insurance Charge                     (2,371,415)            (34,739)           (48,131)
    Policy Loans                                   (467,311)             (6,129)            (4,309)
    Contract Withdrawals                         (1,231,246)             (7,120)            (1,849)
    Death Benefits                                  (19,183)               (532)                 0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                    11,968,112             143,013            296,245
                                              --------------     ---------------      -------------
 Total Increase (Decrease) in Net Assets         18,981,575             278,623            562,941
Net Assets, at Beginning of Year                 18,181,279             200,777            244,616
                                              --------------     ---------------      -------------
Net Assets, at End of Year                      $37,162,854            $479,400           $807,557
                                              ==============     ===============      =============
 </TABLE>
<TABLE>

                                                                                        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)                     $2,973                $213                $29
    Realized Gain (Loss) on Investment Activity         332                (472)                 1
    Change in Unrealized Appreciation
        (Depreciation) of Investments                (1,782)               (364)                15
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   1,523                (623)                45
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                   9,205               9,418                  0
    Cost Of Insurance Charge                         (3,200)             (1,677)               (53)
    Policy Loans                                     (1,019)                  0                  0
    Contract Withdrawals                                (89)                  0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         4,897               7,741                (53)
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets               6,420               7,118                 (8)
Net Assets, at Beginning of Year                     32,995               8,547                222
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $39,415             $15,665               $214
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    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)                   $239,513            $208,349            $20,178
    Realized Gain (Loss) on Investment Activity     153,081              59,630             11,353
    Change in Unrealized Appreciation
        (Depreciation) of Investments               690,619             (46,210)               700
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                               1,083,213             221,769             32,231
                                              --------------     ---------------      -------------

Capital Transactions:
    Contract Deposits and Transfers               1,119,286             155,452             44,115
    Cost Of Insurance Charge                       (281,233)           (202,332)           (14,016)
    Policy Loans                                    (67,291)            (39,707)            (6,664)
    Contract Withdrawals                           (128,553)            (55,146)            (9,348)
    Death Benefits                                   (1,534)             (1,017)              (273)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       640,675            (142,750)            13,814
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets           1,723,888              79,019             46,045
Net Assets, at Beginning of Year                  2,827,243           2,510,891            195,648
                                              --------------     ---------------      -------------
Net Assets, at End of Year                       $4,551,131          $2,589,910           $241,693
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                                    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)                    $28,794             $16,048             $1,120
    Realized Gain (Loss) on Investment Activity     322,423                   0                896
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     0                   0            105,394
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets Resulting
    From Operations                                 351,217              16,048            107,410
                                               --------------     ---------------      -------------

Capital Transactions:
    Contract Deposits and Transfers                (348,680)             20,790            475,404
    Cost Of Insurance Charge                         (2,537)            (26,366)           (64,005)
    Policy Loans                                          0                   0             (1,748)
    Contract Withdrawals                                  0                   0             (5,587)
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                      (351,217)             (5,576)           404,064
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets                   0              10,472            511,474
Net Assets, at Beginning of Year                          0              20,484            151,967
                                              --------------     ---------------      -------------

Net Assets, at End of Year                               $0             $30,956           $663,441
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    Alliance
                                                Alliance             Total              Alliance
                                               Technology           Return               Quasar
                                                Portfolio          Portfolio           Portfolio
<S>                                              <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                   ($13,316)               $208            ($3,833)
    Realized Gain (Loss) on Investment Activity     596,364                   7            143,282
    Change in Unrealized Appreciation
        (Depreciation) of Investments               860,253                 (78)            94,963
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets Resulting
    From Operations                               1,443,301                 137            234,412
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers               2,359,314                   0            804,931
    Cost Of Insurance Charge                       (159,124)               (219)           (44,995)
    Policy Loans                                    (23,231)                  0             (3,851)
    Contract Withdrawals                            (43,776)                  0            (10,477)
    Death Benefits                                        0                   0               (348)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                     2,133,183                (219)           745,260
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets           3,576,484                 (82)           979,672
Net Assets, at Beginning of Year                    808,100               2,530            323,880
                                              --------------     ---------------      -------------
Net Assets, at End of Year                       $4,384,584              $2,448         $1,303,552
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                Alliance
                                                  U.S.
                                               Government/
                                                  High              Alliance             Anchor
                                                 Grade              Utility             Capital
                                               Securities            Income           Appreciation
                                                Portfolio          Portfolio           Portfolio
<S>                                                <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                        $52                 $34               $138
    Realized Gain (Loss) on Investment Activity          (5)                 10              5,385
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   (78)                134              8,237
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                     (31)                178             13,760
                                              --------------     ---------------      -------------

Capital Transactions:
    Contract Deposits and Transfers                       0                   0             72,791
    Cost Of Insurance Charge                            (79)                (92)            (3,747)
    Policy Loans                                          0                   0                  0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           (79)                (92)            69,044
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets                (110)                 86             82,804
Net Assets, at Beginning of Year                        968               1,020                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                             $858              $1,106            $82,804
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                 Anchor
                                               Government
                                                    &                                    Anchor
                                                 Quality             Anchor             Natural
                                                  Bond               Growth            Resources
                                                Portfolio          Portfolio           Portfolio
<S>                                            <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                     $1,848                 $66               ($10)
    Realized Gain (Loss) on Investment Activity      (1,988)              4,496                  1
    Change in Unrealized Appreciation
        (Depreciation) of Investments                  (100)              1,955                890
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                    (240)              6,517                881
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                 121,869              24,961             11,419
    Cost Of Insurance Charge                         (1,419)               (678)              (277)
    Policy Loans                                          0                   0                  0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       120,450              24,283             11,142
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets             120,210              30,800             12,023
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                         $120,210             $30,800            $12,023
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                 Dreyfus                                Dreyfus
                                                  Small             Dreyfus               Zero
                                                 Company             Stock               Coupon
                                                  Stock              Index                2000
                                                Portfolio             Fund             Portfolio
<S>                                              <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    ($2,786)            $47,643               $775
    Realized Gain (Loss) on Investment Activity     (17,176)            143,876                 (4)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                49,961             534,775               (456)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  29,999             726,294                315
                                              --------------     ---------------      -------------

Capital Transactions:
    Contract Deposits and Transfers                 160,056           2,254,428              5,613
    Cost Of Insurance Charge                        (26,925)           (411,576)            (1,842)
    Policy Loans                                     (2,946)            (54,271)                 0
    Contract Withdrawals                            (14,410)           (143,533)              (488)
    Death Benefits                                     (403)             (2,534)               (21)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       115,372           1,642,514              3,262
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets             145,371           2,368,808              3,577
Net Assets, at Beginning of Year                    248,028           2,715,365             13,579
                                              --------------     ---------------      -------------
Net Assets, at End of Year                         $393,399          $5,084,173            $17,156
                                              ==============     ===============      =============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                Fidelity
                                                  Asset             Fidelity            Fidelity
                                                 Manager           Contrafund            Growth
                                                Portfolio          Portfolio           Portfolio
<S>                                               <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $52,371              $7,341           $320,185
    Realized Gain (Loss) on Investment Activity        (138)             16,695            225,037
    Change in Unrealized Appreciation
        (Depreciation) of Investments                50,732             139,635            916,601
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 102,965             163,671          1,461,823
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                 422,099             673,063          2,250,185
    Cost Of Insurance Charge                        (90,397)            (68,090)          (402,276)
    Policy Loans                                    (12,318)               (960)           (89,548)
    Contract Withdrawals                             (3,454)            (13,989)          (239,317)
    Death Benefits                                   (4,218)               (699)            (6,501)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       311,712             589,325          1,512,543
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets             414,677             752,996          2,974,366
Net Assets, at Beginning of Year                    793,844             296,842          3,048,504
                                              --------------     ---------------      -------------
Net Assets, at End of Year                       $1,208,521          $1,049,838         $6,022,870
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                                    Fidelity
                                                Fidelity           Investment           Fidelity
                                                  High               Grade               Money
                                                 Income               Bond               Market
                                                Portfolio          Portfolio           Portfolio
<S>                                           <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $21,915              $7,438            $86,027
    Realized Gain (Loss) on Investment Activity     (12,925)             (1,112)                 0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                17,353             (12,354)                 0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  26,343              (6,028)            86,027
                                              --------------     ---------------      -------------

Capital Transactions:
    Contract Deposits and Transfers                 255,870             379,969           (421,803)
    Cost Of Insurance Charge                        (32,070)            (40,235)          (183,797)
    Policy Loans                                     (4,373)             (7,710)            (2,013)
    Contract Withdrawals                            (24,692)            (42,753)          (465,487)
    Death Benefits                                     (182)                  0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       194,553             289,271         (1,073,100)
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets             220,896             283,243           (987,073)
Net Assets, at Beginning of Year                    263,309             208,718          2,748,419
                                              --------------     ---------------      -------------
Net Assets, at End of Year                         $484,205            $491,961         $1,761,346
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                   SunAmerica          SunAmerica
                                                Fidelity            Alliance           Aggressive
                                                Overseas             Growth              Growth
                                                Portfolio          Portfolio           Portfolio
<S>                                             <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $11,787               ($904)             ($123)
    Realized Gain (Loss) on Investment Activity       3,460               5,669              1,932
    Change in Unrealized Appreciation
        (Depreciation) of Investments               173,424              79,099             26,106
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 188,671              83,864             27,915
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                 175,116             700,521            127,356
    Cost Of Insurance Charge                        (47,710)            (14,780)            (5,960)
    Policy Loans                                     (7,700)                  0             (3,434)
    Contract Withdrawals                            (15,290)                  0                  0
    Death Benefits                                     (921)                  0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       103,495             685,741            117,962
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets             292,166             769,605            145,877
Net Assets, at Beginning of Year                    380,231                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                         $672,397            $769,605           $145,877
                                              ==============     ===============      =============
</TABLE>
<TABLE>



                                               SunAmerica          SunAmerica          SunAmerica
                                                  Asset               Cash             Corporate
                                               Allocation          Management             Bond
                                                Portfolio          Portfolio           Portfolio
<S>                                            <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       ($32)             $6,518                ($6)
    Realized Gain (Loss) on Investment Activity          77               4,159                 24
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   965              13,584                (84)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   1,010              24,261                (66)
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                  31,387           2,021,308              7,497
    Cost Of Insurance Charge                           (619)           (101,346)              (131)
    Policy Loans                                     (3,434)            (94,800)                 0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        27,334           1,825,162              7,366
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets              28,344           1,849,423              7,300
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $28,344          $1,849,423             $7,300
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                               SunAmerica
                                                 "Dogs"
                                                   of              SunAmerica          SunAmerica
                                                  Wall              Emerging           Federated
                                                 Street             Markets              Value
                                                Portfolio          Portfolio           Portfolio
<S>                                               <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       ($26)               ($44)             ($121)
    Realized Gain (Loss) on Investment Activity        (403)                961                (71)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                  (291)              6,842              6,394
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                    (720)              7,759              6,202
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                  35,255              34,750            157,965
    Cost Of Insurance Charge                         (1,302)             (2,690)            (1,211)
    Policy Loans                                          0                   0                  0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        33,953              32,060            156,754
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets              33,233              39,819            162,956
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $33,233             $39,819           $162,956
                                              ==============     ===============      =============

</TABLE>
<TABLE>



                                               SunAmerica          SunAmerica
                                                 Global              Global            SunAmerica
                                                  Bond              Equities          Growth-Income
                                                Portfolio          Portfolio           Portfolio
<S>                                             <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                        ($4)               ($64)             ($182)
    Realized Gain (Loss) on Investment Activity           0               1,580              4,088
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    (2)              4,258             11,546
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                      (6)              5,774             15,452
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                   3,222              33,441            151,611
    Cost Of Insurance Charge                            (26)             (1,301)            (3,677)
    Policy Loans                                          0                   0            (17,145)
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         3,196              32,140            130,789
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets               3,190              37,914            146,241
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                           $3,190             $37,914           $146,241
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                                       SunAmerica
                                                                   SunAmerica         International
                                               SunAmerica        International           Growth
                                               High-Yield         Diversified              &
                                                  Bond              Equities             Income
                                                Portfolio          Portfolio           Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       ($70)              ($144)           $10,664
    Realized Gain (Loss) on Investment Activity         315                (475)                48
    Change in Unrealized Appreciation
        (Depreciation) of Investments                 1,005              15,097             (6,115)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   1,250              14,478              4,597
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                  93,353             161,448            118,221
    Cost Of Insurance Charge                           (880)             (1,101)            (1,907)
    Policy Loans                                          0              (6,855)                 0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        92,473             153,492            116,314
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets              93,723             167,970            120,911
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $93,723            $167,970           $120,911
                                              ==============     ===============      =============
</TABLE>
<TABLE>


                                               SunAmerica
                                                   MFS             SunAmerica          SunAmerica
                                                 Growth               MFS                 MFS
                                                    &               Mid-Cap              Total
                                                 Income              Growth              Return
                                                Portfolio          Portfolio           Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                      ($122)             $1,201               ($50)
    Realized Gain (Loss) on Investment Activity       3,481               3,519                513
    Change in Unrealized Appreciation
        (Depreciation) of Investments                 2,847               6,611               (146)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   6,206              11,331                317
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                  76,010              88,561             42,507
    Cost Of Insurance Charge                         (2,105)             (2,111)            (1,312)
    Policy Loans                                          0              (3,434)                 0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        73,905              83,016             41,195
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets              80,111              94,347             41,512
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $80,111             $94,347            $41,512
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                               SunAmerica          SunAmerica          SunAmerica
                                                 Putnam               Real             SunAmerica
                                                 Growth              Estate             Balanced
                                                Portfolio          Portfolio           Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                      ($198)                ($4)             ($101)
    Realized Gain (Loss) on Investment Activity       6,536                   0                214
    Change in Unrealized Appreciation
        (Depreciation) of Investments                10,300                 168              9,028
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  16,638                 164              9,141
                                              --------------     ---------------      -------------

Capital Transactions:
    Contract Deposits and Transfers                 126,661               4,786             93,271
    Cost Of Insurance Charge                         (4,367)                (81)            (3,380)
    Policy Loans                                          0                   0                  0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       122,294               4,705             89,891
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets             138,932               4,869             99,032
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                         $138,932              $4,869            $99,032
                                              ==============     ===============      =============

</TABLE>
<TABLE>

                                                                                       SunAmerica
                                                                   SunAmerica          Worldwide
                                               SunAmerica           Venture               High
                                                 Utility             Value               Income
                                                Portfolio          Portfolio           Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                        ($5)              ($227)                $0
    Realized Gain (Loss) on Investment Activity           9                (263)                 3
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    55              15,614                 19
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                      59              15,124                 22
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                  11,073             253,251                620
    Cost Of Insurance Charge                           (305)             (5,294)               (56)
    Policy Loans                                          0                   0                  0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        10,768             247,957                564
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets              10,827             263,081                586
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $10,827            $263,081               $586
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                     VanEck              VanEck
                                                 VanEck            Worldwide           Worldwide
                                                Worldwide           Emerging              Hard
                                                Balanced            Markets              Assets
                                                  Fund                Fund                Fund
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                         $0               ($562)              $139
    Realized Gain (Loss) on Investment Activity           0               3,139             (8,908)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     0              49,606             18,485
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       0              52,183              9,716
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                       0              43,593             39,406
    Cost Of Insurance Charge                              0              (7,198)            (6,367)
    Policy Loans                                          0                   0               (298)
    Contract Withdrawals                                  0                   0             (5,309)
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                             0              36,395             27,432
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets                   0              88,578             37,148
Net Assets, at Beginning of Year                          0              29,539             34,560
                                              --------------     ---------------      -------------
Net Assets, at End of Year                               $0            $118,117            $71,708
                                              ==============     ===============      =============

</TABLE>
<TABLE>

                                                  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)                     $7,028                $370               $534
    Realized Gain (Loss) on Investment Activity         692                  19                 68
    Change in Unrealized Appreciation
        (Depreciation) of Investments                (1,304)               (206)              (543)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   6,416                 183                 59
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                  20,325                 557              2,373
    Cost Of Insurance Charge                         (6,733)               (365)              (973)
    Policy Loans                                     (1,784)               (339)                 0
    Contract Withdrawals                               (579)                  0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        11,229                (147)             1,400
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets              17,645                  36              1,459
Net Assets, at Beginning of Year                     58,921               4,805              6,727
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $76,566              $4,841             $8,186
                                              ==============     ===============      =============

</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, 1999, December 31, 1998 and December 31, 1997
<TABLE>

                  1998
                                                                      AIM                  AIM
                                                                    Capital           International
                                                                  Appreciation            Equity
                                                  Total               Fund                 Fund
<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 and Transfers              10,229,110             183,463              279,691
    Cost Of Insurance Charge                     (1,571,906)            (12,343)             (20,406)
    Policy Loans                                   (212,191)                  0                    0
    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>
<TABLE>

                                                                                         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 and Transfers                   8,717               8,748                  241
    Cost Of Insurance Charge                         (2,651)               (507)                 (31)
    Policy Loans                                          0                   0                    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>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    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 and Transfers               1,465,361           1,726,082               67,671
    Cost Of Insurance Charge                       (210,721)           (152,262)             (18,064)
    Policy Loans                                    (30,640)            (25,729)              (2,299)
    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>
<TABLE>


                                                                    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 and Transfers                 (46,424)             30,250              127,213
    Cost Of Insurance Charge                         (7,879)            (11,766)             (19,989)
    Policy Loans                                          0                   0                 (267)
    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>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                    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 and Transfers                 280,314               2,477              144,506
    Cost Of Insurance Charge                        (66,804)                (58)             (36,287)
    Policy Loans                                    (12,128)                  0              (10,340)
    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>
<TABLE>

                                                Alliance
                                                  U.S.
                                               Government/                               Dreyfus
                                                  High              Alliance              Small
                                                 Grade              Utility              Company
                                               Securities            Income               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 and Transfers                     991                 991              141,312
    Cost Of Insurance Charge                            (23)                (23)             (22,440)
    Policy Loans                                          0                   0               (1,455)
    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>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    Dreyfus
                                                 Dreyfus              Zero               Fidelity
                                                  Stock              Coupon               Asset
                                                  Index               2000               Manager
                                                  Fund             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 and Transfers               1,648,311               4,317              385,929
    Cost Of Insurance Charge                       (264,577)             (2,247)             (60,284)
    Policy Loans                                    (35,221)                  0               (1,634)
    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>
<TABLE>


                                                                                         Fidelity
                                                Fidelity            Fidelity               High
                                               Contrafund            Growth               Income
                                                Portfolio          Portfolio            Portfolio
<S>                                      <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 and Transfers                 273,708           1,519,887               18,962
    Cost Of Insurance Charge                        (18,289)           (264,617)             (31,215)
    Policy Loans                                          0             (38,305)                (541)
    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>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                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 and Transfers                 133,629           1,794,587               22,097
    Cost Of Insurance Charge                        (15,077)           (262,012)             (46,489)
    Policy Loans                                          0             (47,336)              (4,988)
    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>
<TABLE>


                                                                     VanEck               VanEck
                                                 VanEck            Worldwide            Worldwide
                                                Worldwide           Emerging               Hard
                                                Balanced            Markets               Assets
                                                  Fund                Fund                 Fund
<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 and Transfers                 (89,148)             28,877               22,362
    Cost Of Insurance Charge                         (7,250)             (1,673)              (5,001)
    Policy Loans                                          0                   0                    0
    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>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                  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 and Transfers                  38,804                 534                4,650
    Cost Of Insurance Charge                         (9,742)               (536)                (643)
    Policy Loans                                     (1,308)                  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, 1999, December 31, 1998 and December 31, 1997
<TABLE>

                  1997
                                                                    Alliance
                                                                  Conservative           Alliance
                                                                   Investors              Growth
                                                  Total            Portfolio            Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                   $166,746                $167              $21,469
    Realized Gain (Loss) on Investment Activity     206,207                 600               37,620
    Change in Unrealized Appreciation
        (Depreciation) of Investments               366,321                 586              138,629
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 739,274               1,353              197,718
                                              --------------     ---------------      ---------------

Capital Transactions:
    Contract Deposits and Transfers               5,563,491              15,647              816,168
    Cost Of Insurance Charge                       (775,349)             (2,705)            (117,612)
    Policy Loans                                    (94,631)                  0               (6,689)
    Contract Withdrawals                            (82,467)               (239)             (19,879)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                     4,611,044              12,703              671,988
                                              --------------     ---------------      ---------------
Total Increase (Decrease) in Net Assets           5,350,318              14,056              869,706
Net Assets, at Beginning of Year                  1,921,885              10,016              253,342
                                              --------------     ---------------      ---------------
Net Assets, at End of Year                       $7,272,203             $24,072           $1,123,048
                                              ==============     ===============      ===============

</TABLE>
<TABLE>

                                                Alliance
                                                 Growth             Alliance
                                                    &                Growth              Alliance
                                                 Income            Investors            Technology
                                                Portfolio          Portfolio            Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $22,999              $1,477              ($1,115)
    Realized Gain (Loss) on Investment Activity      18,395               3,687               16,995
    Change in Unrealized Appreciation
        (Depreciation) of Investments                68,190               5,513              (15,270)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 109,584              10,677                  610
                                              --------------     ---------------      ---------------

Capital Transactions:
    Contract Deposits and Transfers                 574,019              64,609              274,635
    Cost Of Insurance Charge                        (74,918)            (11,672)             (19,431)
    Policy Loans                                     (5,180)                  0                 (101)
    Contract Withdrawals                             (5,967)             (2,220)              (8,527)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       487,954              50,717              246,576
                                              --------------     ---------------      ---------------
Total Increase (Decrease) in Net Assets             597,538              61,394              247,186
Net Assets, at Beginning of Year                    166,797              56,064                7,875
                                              --------------     ---------------      ---------------
Net Assets, at End of Year                         $764,335            $117,458             $255,061
                                              ==============     ===============      ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    Dreyfus
                                                                     Small               Dreyfus
                                                Alliance            Company               Stock
                                                 Quasar              Stock                Index
                                                Portfolio          Portfolio               Fund
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    ($1,464)             $2,102              $26,687
    Realized Gain (Loss) on Investment Activity       9,057                (107)              41,444
    Change in Unrealized Appreciation
        (Depreciation) of Investments                11,871              (5,712)              41,726
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  19,464              (3,717)             109,857
                                              --------------     ---------------      ---------------

Capital Transactions:
    Contract Deposits and Transfers                 236,458             133,412              781,031
    Cost Of Insurance Charge                        (17,506)             (2,314)             (90,065)
    Policy Loans                                       (387)                  0               (1,032)
    Contract Withdrawals                             (1,093)                  0               (7,423)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       217,472             131,098              682,511
                                              --------------     ---------------      ---------------
Total Increase (Decrease) in Net Assets             236,936             127,381              792,368
Net Assets, at Beginning of Year                      4,740                   0              152,067
                                              --------------     ---------------      ---------------
Net Assets, at End of Year                         $241,676            $127,381             $944,435
                                              ==============     ===============      ===============
</TABLE>
<TABLE>

                                                 Dreyfus
                                                  Zero              Fidelity
                                                 Coupon              Asset               Fidelity
                                                  2000              Manager               Growth
                                                Portfolio          Portfolio            Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       $511             $21,546              $21,466
    Realized Gain (Loss) on Investment Activity         (71)              8,600               55,366
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    83              19,239               90,042
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                     523              49,385              166,874
                                              --------------     ---------------      ---------------
Capital Transactions:
    Contract Deposits and Transfers                  11,738             288,591              496,116
    Cost Of Insurance Charge                         (4,235)            (42,651)            (148,843)
    Policy Loans                                          0                (167)             (24,473)
    Contract Withdrawals                               (171)             (9,859)             (19,994)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         7,332             235,914              302,806
                                              --------------     ---------------      ---------------
Total Increase (Decrease) in Net Assets               7,855             285,299              469,680
Net Assets, at Beginning of Year                      2,911             102,607              694,395
                                              --------------     ---------------      ---------------
Net Assets, at End of Year                          $10,766            $387,906           $1,164,075
                                              ==============     ===============      ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    Fidelity
                                                Fidelity           Investment            Fidelity
                                                  High               Grade                Money
                                                 Income               Bond                Market
                                                Portfolio          Portfolio            Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                     $3,283              $2,521              $32,116
    Realized Gain (Loss) on Investment Activity      11,481                 322                    0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                11,697               2,132                    0
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  26,461               4,975               32,116
                                              --------------     ---------------      ---------------

Capital Transactions:
    Contract Deposits and Transfers                 228,644              30,051            1,209,442
    Cost Of Insurance Charge                        (23,779)             (6,686)            (159,431)
    Policy Loans                                          0                   0              (52,504)
    Contract Withdrawals                             (2,049)                (16)              (1,225)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       202,816              23,349              996,282
                                              --------------     ---------------      ---------------
Total Increase (Decrease) in Net Assets             229,277              28,324            1,028,398
Net Assets, at Beginning of Year                     57,904              51,172              197,492
                                              --------------     ---------------      ---------------
Net Assets, at End of Year                         $287,181             $79,496           $1,225,890
                                              ==============     ===============      ===============

</TABLE>
<TABLE>

                                                                                          VanEck
                                                                     VanEck             Worldwide
                                                Fidelity           Worldwide               Hard
                                                Overseas            Balanced              Assets
                                                Portfolio             Fund                 Fund
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                     $9,687                $343                 $319
    Realized Gain (Loss) on Investment Activity       1,460                 856                  165
    Change in Unrealized Appreciation
        (Depreciation) of Investments                (3,697)              3,097               (1,231)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   7,450               4,296                 (747)
                                              --------------     ---------------      ---------------

Capital Transactions:
    Contract Deposits and Transfers                 282,864              60,836               25,015
    Cost Of Insurance Charge                        (34,464)            (10,075)              (4,740)
    Policy Loans                                     (4,098)                  0                    0
    Contract Withdrawals                             (3,073)               (712)                 (20)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       241,229              50,049               20,255
                                              --------------     ---------------      ---------------
Total Increase (Decrease) in Net Assets             248,679              54,345               19,508
Net Assets, at Beginning of Year                    119,661              33,970               10,712
                                              --------------     ---------------      ---------------
Net Assets, at End of Year                         $368,340             $88,315              $30,220
                                              ==============     ===============      ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                  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 and Transfers                  27,235               4,185                2,795
    Cost Of Insurance Charge                         (3,562)               (124)                (536)
    Policy Loans                                          0                   0                    0
    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, Gallery
Life, and Polaris 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"), Weiss, Peck &
Greer ("WP&G Tomorrow  Fund"),  Anchor Series Trust  ("Anchor"),  and SunAmerica
Series Trust  ("SunAmerica").  The assets in the policies may be invested in the
following subaccounts:
<TABLE>
<S>                                                      <C>
AIM Fund:                                                Fidelity Trust II:
           Capital Appreciation Fund                                 Asset Manager Portfolio
           International Equity Fund                                 Contrafund Portfolio
                                                                     Investment Grade Bond Portfolio

Alliance Fund:
           Conservative Investors Portfolio              SunAmerica:
           Global Bond Portfolio                                     Alliance Growth Portfolio
           Global Dollar Government Portfolio                        Aggressive Growth Portfolio
           Growth Portfolio                                          Asset Allocation Portfolio
           Growth & Income Portfolio                                 Cash Management Portfolio
           Growth Investors Portfolio                                Corporate Bond Portfolio
           International Portfolio                                   "Dogs" of Wall Street Portfolio
           Money Market Portfolio                                    Emerging Markets Portfolio
           Premier Growth Portfolio                                  Federated Value Portfolio
           Quasar Portfolio                                          Global Bond Portfolio
           Technology Portfolio                                      Global Equities Portfolio
           Total Return Portfolio                                    Growth-Income Portfolio
           U.S. Government/High Grade Securities Portfolio           High-Yield Bond Portfolio
           Utility Income Portfolio                                  International Diversified Equities Portfolio
                                                                     International Growth & Income Portfolio
Anchor:                                                              MFS Growth & Income Portfolio
           Capital Appreciation Portfolio                            MFS Mid-Cap Growth Portfolio
           Government & Quality Bond Portfolio                       MFS Total Return Portfolio
           Growth Portfolio                                          Putnam Growth Portfolio
           Natural Resources Portfolio                               Real Estate Portfolio
                                                                     SunAmerica Balanced Portfolio
Dreyfus Fund:                                                        Utility Portfolio
           Small Company Stock Portfolio                             Venture Value Portfolio
           Stock Index Fund                                          Worldwide High Income Portfolio
           Zero Coupon 2000 Portfolio
                                                         Van Eck Trust:
Fidelity Trust:                                                      Worldwide Balanced Fund (Fund Closed 06/29/98)
           Growth Portfolio                                          Worldwide Emerging Markets Fund
           High Income Portfolio                                     Worldwide Hard Assets Fund
           Money Market Portfolio
           Overseas Portfolio                             WP&G Tomorrow Fund:
                                                                     Tomorrow Long Term Portfolio
                                                                     Tomorrow Medium Term Portfolio
                                                                     Tomorrow Short Term Portfolio
</TABLE>

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.

E. The financial  statements for 1998 and 1997 have been reclassified to conform
to the 1999 presentation.

3. Contract Charges

Vision and Gallery Life Products

There are charges  and  deductions  for which the Company  will deduct from each
policy.  The deductions  from each premium payment 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

     (d)  acquisition and underwriting charges

A transfer  charge of $25.00 will be assessed for each  transfer in excess of 12
each Policy year.

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.

Polaris Life Product

There are charges  and  deductions  for which the Company  will deduct from each
policy.  The current  deductions from each premium payment are a sales charge of
5% for the first ten  policy  years,  which  will  reduce to 3% in policy  years
eleven and  greater.  The  maximum  that will be  charged  is 8% of the  premium
payment.

Daily  charges  for  mortality  and  expense  risks  assumed by the  Company are
assessed through the daily unit value calculation and are currently  equivalent,
on an annual basis,  to .75% of the account value of the policies with a maximum
of .90%.  This  charge may be  decreased  to not less than .25% in policy  years
eleven and greater.  The maximum is  guaranteed  not to exceed an annual rate of
 .90%.

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 or riders

     (d)  acquisition and underwriting charges (first five policy years)

A transfer  charge of $25.00 will be assessed for each  transfer in excess of 12
each Policy year.

If the policy is  surrendered  during  the first ten policy  years or ten policy
years  following a Face  Amount  increase,  the Company  will deduct a surrender
charge  based on the initial  Face  Amount or the  increase  in Face  Amount.  A
surrender charge will also be deducted for a partial withdrawal or a decrease in
Face Amount.

For a partial  withdrawal or a Face Amount  Decrease,  the  surrender  charge is
equal to the applicable  surrender charge multiplied by a fraction (equal to the
amount of partial  withdrawal  plus any  administrative  charge,  if applicable,
divided  by the Net  Cash  Surrender  Value  immediately  prior  to the  partial
withdraw).  An administrative  charge upon partial surrender may 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)

4. Purchases of Investments

For the year ended  December  31, 1999,  investment  activity in the Fund was as
follows:
<TABLE>
                                                                 Cost of            Proceeds
                                                                Purchases          From Sales
<S>                                                             <C>                 <C>
Shares of
AIM Fund:
        Capital Appreciation Fund                                $ 224,923           $ 74,481
        International Equity Fund                                  367,455             48,960
Alliance Fund:
        Conservative Investors Portfolio                            13,451              5,581
        Global Bond Portfolio                                       20,849             12,897
        Global Dollar Government Portfolio                              31                 54
        Growth Portfolio                                         5,099,952          4,219,764
        Growth & Income Portfolio                                4,629,933          4,564,336
        Growth Investors Portfolio                                  89,948             55,956
        International Portfolio                                 42,790,294         43,112,716
        Money Market Portfolio                                  55,049,664         55,039,193
        Premier Growth Portfolio                                 2,005,804          1,600,619
        Technology Portfolio                                    77,489,023         75,369,157
        Total Return Portfolio                                         229                241
        Quasar Portfolio                                        30,368,359         29,626,932
        U.S. Government/High Grade Securities Portfolio                 59                 87
        Utility Income Portfolio                                        43                101
Anchor:
        Capital Appreciation Portfolio                             120,952             51,771
        Government & Quality Bond Portfolio                        164,460             42,161
        Growth Portfolio                                            64,207             39,857
        Natural Resources Portfolio                                 11,378                246
Dreyfus Fund:
        Small Company Portfolio                                    229,583            116,998
        Stock Index Fund                                         2,202,224            512,068
        Zero Coupon 2000 Portfolio                                   7,085              3,048
Fidelity Trust:
        Asset Manager Portfolio                                    495,994            131,911
        Contrafund Portfolio                                       698,379            101,713
        Growth Portfolio                                         2,741,221            908,496
        High Income Portfolio                                      310,887             94,420
        Investment Grade Bond Portfolio                            402,048            105,340
        Money Market Portfolio                                   3,705,690          4,692,763
        Overseas Portfolio                                         181,549             66,269
Sun America:
        Alliance Growth Portfolio                                  760,653             75,816
        Aggressive Growth Portfolio                                180,460             62,622
        Asset Allocation Portfolio                                  81,049             53,747
        Cash Management Portfolio                                4,383,240          2,551,560
        Corporate Bond Portfolio                                    14,726              7,367
        "Dogs" of Wall Street Portfolio                             42,758              8,833
        Emerging Markets Portfolio                                  48,389             16,373
        Federated Value Portfolio                                  160,428              3,796
        Global Bond Portfolio                                        3,220                 28
        Global Equities Portfolio                                   46,606             14,530
        Growth-Income Portfolio                                    414,879            284,271
        High-Yield Bond Portfolio                                  108,048             15,646
        International Diversified Equities Portfolio               255,839            102,490
        International Growth & Income Portfolio                    135,631              8,653
        MFS Growth & Income Portfolio                              139,771             65,987
        MFS Mid-Cap Growth Portfolio                               157,758             73,541
        MFS Total Return Portfolio                                  72,858             31,714
        Putnam Growth Portfolio                                    239,995            117,899
        Real Estate Portfolio                                        4,718                 19
        SunAmerica Balanced Portfolio                              102,293             12,503
        Utility Portfolio                                           11,722                962
        Venture Value Portfolio                                    259,867             12,138
        Worldwide High Income Portfolio                                617                 55
Van Eck Trust:
        Worldwide Emerging Markets Fund                             51,310             15,476
        Worldwide Hard Assets Fund                                  59,457             31,886
        Worldwide Balanced Fund                                          0                  0

</TABLE>
<PAGE>
<TABLE>

                     AIG LIFE INSURANCE COMPANY
                             (AIG LIFE)
                         VARIABLE ACCOUNT II

              NOTES TO FINANCIAL STATEMENTS (continued)

4. Purchases of Investments (continued)
                                                                   Cost of         Proceeds
                                                                  Purchases        From Sales
<S>                                                             <C>               <C>
Shares of
WP&G Tomorrow Fund:
        Tomorrow Long Term Portfolio                                 27,015            8,757
        Tomorrow Medium Term Portfolio                                  849              627
        Tomorrow Short Term Portfolio                                18,817           16,883
</TABLE>

<PAGE>

                     AIG LIFE INSURANCE COMPANY
                             (AIG LIFE)
                         VARIABLE ACCOUNT II

              NOTES TO FINANCIAL STATEMENTS (continued)

4. Purchases of Investments (continued)

For the year ended  December  31, 1998,  investment  activity in the Fund was as
follows:
<TABLE>

                                                                   Cost of            Proceeds
                                                                  Purchases          From Sales
<S>                                                               <C>               <C>
Shares of
AIM Fund:
        Capital Appreciation Fund                                  $ 201,598           $ 26,283
        International Equity Fund                                    499,113            240,193
Alliance Fund:
        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 Securities Portfolio                  976                  8
        Utility Income Portfolio                                         976                  8
Dreyfus Fund:
        Small Company Portfolio                                      277,608            163,341
        Stock Index Fund                                           1,719,925            387,790
        Zero Coupon 2000 Portfolio                                     7,868              5,215
Fidelity Trust:
        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 Trust:
        Worldwide Emerging Markets Fund                               31,817              4,692
        Worldwide Hard Assets Fund                                    34,521             13,551
        Worldwide Balanced Fund                                       43,581            115,939
WP&G Tomorrow Fund:
        Tomorrow Long Term Portfolio                                  43,881             17,022
        Tomorrow Medium Term Portfolio                                 1,311              1,067
        Tomorrow Short Term Portfolio                                  4,968                873
</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, 1999,  transactions in accumulation units of the
account were as follows:

<TABLE>


                                                        AIM                              AIM                          Alliance
                                                      Capital                       International                   Conservative
                                                     Appreciation                      Equity                        Investors
                                               1        Fund             1              Fund              3          Portfolio

                                                 -------------------            ----------------------           -------------------
<S>                                                     <C>                               <C>                              <C>
Units Purchased                                           11,820.14                         15,051.27                        735.54
Units Withdrawn                                           (4,004.68)                        (4,365.68)                      (309.69)
Units Transferred Between Funds                            3,934.12                         13,591.17                        (70.70)
Units Transferred From (To) AIG Life                           4.63                              0.00                          0.00

                                                 -------------------            ----------------------           -------------------
Net Increase (Decrease)                                   11,754.21                         24,276.76                        355.15
Units, at Beginning of the Year                           17,648.32                         21,138.24                      2,405.91

                                                 -------------------            ----------------------           -------------------
Units, at End of the Year                                 29,402.53                         45,415.00                      2,761.06

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

Unit Value at December 31, 1999                  $            16.30           $                 17.78          $              14.27

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


                                                                                       Alliance
                                                        Alliance                       Global
                                                         Global                        Dollar                         Alliance
                                                          Bond                       Government                        Growth
                                                 1     Portfolio              2       Portfolio                3     Portfolio

                                                   -------------------          ----------------------           -------------------
<S>                                                            <C>                               <C>                      <C>
Units Purchased                                                575.04                            0.00                     39,776.31
Units Withdrawn                                               (159.18)                          (6.60)                   (19,671.92)
Units Transferred Between Funds                                327.26                            0.00                      6,129.06
Units Transferred From (To) AIG Life                             0.00                            0.00                          0.00

                                                   -------------------          ----------------------           -------------------
Net Increase (Decrease)                                        743.12                           (6.60)                    26,233.45
Units, at Beginning of the Year                                766.18                           29.13                    126,178.00

                                                   -------------------          ----------------------           -------------------
Units, at End of the Year                                    1,509.30                           22.53                    152,411.45

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

Unit Value at December 31, 1999                  $              10.38         $                  9.55          $              29.86

                                                   ===================          ======================           ===================
</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>

<TABLE>

                                                        Alliance
                                                         Growth                       Alliance
                                                           &                           Growth                         Alliance
                                                         Income                       Investors                    International
                                                 3     Portfolio              3       Portfolio                2     Portfolio

                                                   -------------------          ----------------------           -------------------
<S>                                                         <C>                              <C>                               <C>
Units Purchased                                             30,461.06                        2,631.85                          0.00
Units Withdrawn                                            (13,838.55)                      (1,720.71)                      (209.31)
Units Transferred Between Funds                            (24,624.69)                         (47.78)                       209.31
Units Transferred From (To) AIG Life                             0.00                            0.00                          0.00

                                                   -------------------          ----------------------           -------------------
Net Increase (Decrease)                                     (8,002.18)                         863.36                          0.00
Units, at Beginning of the Year                            122,262.66                       11,986.03                          0.00

                                                   -------------------          ----------------------           -------------------
Units, at End of the Year                                  114,260.48                       12,849.39                          0.00

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

Unit Value at December 31, 1999                  $              22.67         $                 18.81          $              15.37

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

<TABLE>



                                                        Alliance                        Alliance                    Alliance
                                                         Money                           Premier                    Premier
                                                         Market                          Growth                      Growth
                                                 2     Portfolio                1       Portfolio            2     Portfolio

                                                   -------------------            ----------------------       -------------------
<S>                                                         <C>                               <C>                          <C>
Units Purchased                                             28,076.48                         13,246.88                    219.15
Units Withdrawn                                             (2,456.46)                        (4,175.01)                   (59.22)
Units Transferred Between Funds                            (24,733.45)                        13,952.49                    305.94
Units Transferred From (To) AIG Life                             0.00                              0.00                      0.00

                                                   -------------------            ----------------------       -------------------
Net Increase (Decrease)                                        886.57                         23,024.36                    465.87
Units, at Beginning of the Year                              1,941.33                          9,710.77                    369.56

                                                   -------------------            ----------------------       -------------------
Units, at End of the Year                                    2,827.90                         32,735.13                    835.43

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

Unit Value at December 31, 1999                  $              10.95           $                 19.75      $              20.26

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

</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>

                                                                                         Alliance
                                                        Alliance                          Total                       Alliance
                                                       Technology                        Return                        Quasar
                                                 3     Portfolio                2       Portfolio              1     Portfolio

                                                   -------------------            ----------------------         -------------------
<S>                                                         <C>                                    <C>                    <C>
Units Purchased                                             28,350.64                              0.00                   13,753.83
Units Withdrawn                                            (10,962.54)                           (17.38)                  (5,066.89)
Units Transferred Between Funds                             80,037.83                              0.00                    1,179.61
Units Transferred From (To) AIG Life                             0.00                              0.00                        0.00

                                                   -------------------            ----------------------         -------------------
Net Increase (Decrease)                                     97,425.93                            (17.38)                   9,866.55
Units, at Beginning of the Year                             46,047.66                            207.79                   28,150.24

                                                   -------------------            ----------------------         -------------------
Units, at End of the Year                                  143,473.59                            190.41                   38,016.79

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

Unit Value at December 31, 1999                  $              30.56           $                 12.86        $              13.15

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

</TABLE>
<TABLE>

                                                                                        Alliance
                                                                                          U.S.
                                                                                       Government/
                                                                                          High                       Alliance
                                                        Alliance                          Grade                      Utility
                                                         Quasar                        Securities                     Income
                                                 2     Portfolio                2       Portfolio             2     Portfolio
                                                   -------------------            ----------------------         -------------------
<S>                                                         <C>                                    <C>                        <C>
Units Purchased                                             55,757.99                              0.00                       0.00
Units Withdrawn                                               (561.44)                            (7.28)                     (5.90)
Units Transferred Between Funds                             19,980.30                              0.00                       0.00
Units Transferred From (To) AIG Life                             0.00                              0.00                       0.00
                                                   -------------------            ----------------------         -------------------
Net Increase (Decrease)                                     75,176.85                             (7.28)                     (5.90)
Units, at Beginning of the Year                                523.73                             87.06                      70.48
                                                   -------------------            ----------------------         -------------------
Units, at End of the Year                                   75,700.58                             79.78                      64.58

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

Unit Value at December 31, 1999                  $              10.61           $                 10.75       $              17.12

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

</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>

                                                                                         Anchor
                                                                                       Government
                                                         Anchor                             &
                                                        Capital                          Quality                      Anchor
                                                      Appreciation                        Bond                        Growth
                                                 4     Portfolio                4       Portfolio             4     Portfolio

                                                   -------------------            ----------------------        -------------------
<S>                                                          <C>                                 <C>                      <C>
Units Purchased                                              3,087.57                            535.06                   3,649.48
Units Withdrawn                                               (317.29)                          (140.82)                    (63.16)
Units Transferred Between Funds                              2,983.66                         11,532.73                    (954.91)
Units Transferred From (To) AIG Life                             0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Net Increase (Decrease)                                      5,753.94                         11,926.97                   2,631.41
Units, at Beginning of the Year                                  0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Units, at End of the Year                                    5,753.94                         11,926.97                   2,631.41

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

Unit Value at December 31, 1999                     $           14.39              $              10.08          $           11.70

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

</TABLE>

<TABLE>


                                                                                          Dreyfus
                                                          Anchor                           Small                     Dreyfus
                                                         Natural                          Company                     Stock
                                                        Resources                          Stock                      Index
                                                  4     Portfolio                1       Portfolio            1        Fund

                                                    -------------------            ----------------------       -------------------
<S>                                                             <C>                             <C>                      <C>
Units Purchased                                                 725.94                          9,227.64                 63,725.74
Units Withdrawn                                                 (27.11)                        (4,839.00)               (26,081.49)
Units Transferred Between Funds                                 384.56                          7,091.34                 31,946.11
Units Transferred From (To) AIG Life                              0.00                              0.00                      0.00

                                                    -------------------            ----------------------       -------------------
Net Increase (Decrease)                                       1,083.39                         11,479.98                 69,590.36
Units, at Beginning of the Year                                   0.00                         25,681.64                122,837.64

                                                    -------------------            ----------------------       -------------------
Units, at End of the Year                                     1,083.39                         37,161.62                192,428.00

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

Unit Value at December 31, 1999                   $              11.10           $                 10.59      $              26.42

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

</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>


                                                         Dreyfus
                                                           Zero                          Fidelity
                                                          Coupon                           Asset                     Fidelity
                                                           2000                           Manager                   Contrafund
                                                  1     Portfolio                1       Portfolio            1     Portfolio

                                                    -------------------            ----------------------       -------------------
<S>                                                             <C>                            <C>                       <C>
Units Purchased                                                 597.22                         20,837.92                 23,741.45
Units Withdrawn                                                (199.21)                        (6,305.74)                (5,987.55)
Units Transferred Between Funds                                (118.80)                         3,327.67                 25,139.94
Units Transferred From (To) AIG Life                              0.00                              0.00                      0.00

                                                    -------------------            ----------------------       -------------------
Net Increase (Decrease)                                         279.21                         17,859.85                 42,893.84
Units, at Beginning of the Year                               1,158.47                         46,661.29                 22,912.64

                                                    -------------------            ----------------------       -------------------
Units, at End of the Year                                     1,437.68                         64,521.14                 65,806.48

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

Unit Value at December 31, 1999                   $              11.93           $                 18.73      $              15.95

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



                                                                                                                     Fidelity
                                                                                        Fidelity                    Investment
                                                        Fidelity                          High                        Grade
                                                         Growth                          Income                        Bond
                                                 1     Portfolio                1       Portfolio             1     Portfolio

                                                   -------------------            ----------------------        -------------------
<S>                                                         <C>                                <C>                        <C>
Units Purchased                                             62,187.99                          7,127.52                   8,032.99
Units Withdrawn                                            (31,295.73)                        (4,628.72)                 (7,463.52)
Units Transferred Between Funds                             34,441.26                         12,402.97                  23,182.68
Units Transferred From (To) AIG Life                             0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Net Increase (Decrease)                                     65,333.52                         14,901.77                  23,752.15
Units, at Beginning of the Year                            145,023.28                         20,823.30                  16,922.34

                                                   -------------------            ----------------------        -------------------
Units, at End of the Year                                  210,356.80                         35,725.07                  40,674.49

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

Unit Value at December 31, 1999                  $              28.63           $                 13.55       $              12.10

                                                   ===================            ======================        ===================
</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>

                                                        Fidelity                                                    SunAmerica
                                                         Money                          Fidelity                     Alliance
                                                         Market                         Overseas                      Growth
                                                 1     Portfolio                1       Portfolio             3     Portfolio

                                                   -------------------            ----------------------        -------------------
<S>                                                        <C>                                <C>                        <C>
Units Purchased                                            296,852.47                         10,267.86                  18,144.56
Units Withdrawn                                            (54,093.36)                        (4,680.67)                 (1,330.02)
Units Transferred Between Funds                           (322,250.00)                         1,268.85                  46,463.38
Units Transferred From (To) AIG Life                       (10,676.10)                             0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Net Increase (Decrease)                                    (90,166.99)                         6,856.04                  63,277.92
Units, at Beginning of the Year                            234,124.50                         27,306.95                       0.00

                                                   -------------------            ----------------------        -------------------
Units, at End of the Year                                  143,957.51                         34,162.99                  63,277.92

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

Unit Value at December 31, 1999                  $              12.24           $                 19.68       $              12.16

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

</TABLE>
<TABLE>


                                                        SunAmerica                      SunAmerica                  SunAmerica
                                                        Aggressive                         Asset                       Cash
                                                          Growth                        Allocation                  Management
                                                  4     Portfolio                4       Portfolio            4     Portfolio

                                                    -------------------            ----------------------       -------------------
<S>                                                           <C>                               <C>                     <C>
Units Purchased                                               4,657.50                          3,037.65                377,272.01
Units Withdrawn                                                (795.85)                          (419.16)               (19,378.82)
Units Transferred Between Funds                               5,268.91                             80.70               (176,841.62)
Units Transferred From (To) AIG Life                              0.00                              0.00                      0.00

                                                    -------------------            ----------------------       -------------------
Net Increase (Decrease)                                       9,130.56                          2,699.19                181,051.57
Units, at Beginning of the Year                                   0.00                              0.00                      0.00

                                                    -------------------            ----------------------       -------------------
Units, at End of the Year                                     9,130.56                          2,699.19                181,051.57

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

Unit Value at December 31, 1999                   $              15.98           $                 10.50      $              10.21

                                                    ===================            ======================       ===================
</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>


                                                                                      SunAmerica
                                                                                         "Dogs"
                                                       SunAmerica                          of                      SunAmerica
                                                       Corporate                          Wall                      Emerging
                                                          Bond                           Street                     Markets
                                                 4     Portfolio                4       Portfolio            4     Portfolio

                                                   -------------------            ----------------------       -------------------
<S>                                                            <C>                             <C>                         <C>
Units Purchased                                                724.19                          1,668.19                    872.79
Units Withdrawn                                                (12.96)                          (142.27)                  (248.45)
Units Transferred Between Funds                                 15.91                          2,212.54                  2,399.71
Units Transferred From (To) AIG Life                             0.00                              0.00                      0.00

                                                   -------------------            ----------------------       -------------------
Net Increase (Decrease)                                        727.14                          3,738.46                  3,024.05
Units, at Beginning of the Year                                  0.00                              0.00                      0.00

                                                   -------------------            ----------------------       -------------------
Units, at End of the Year                                      727.14                          3,738.46                  3,024.05

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

Unit Value at December 31, 1999                  $              10.04           $                  8.89      $              13.17

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

</TABLE>
<TABLE>


                                                       SunAmerica                      SunAmerica                   SunAmerica
                                                       Federated                         Global                       Global
                                                         Value                            Bond                       Equities
                                                 4     Portfolio                4       Portfolio             4     Portfolio

                                                   -------------------            ----------------------        -------------------
<S>                                                          <C>                                 <C>                      <C>
Units Purchased                                              1,006.86                            276.98                   1,535.29
Units Withdrawn                                               (129.17)                            (2.51)                   (117.79)
Units Transferred Between Funds                             15,996.89                             44.15                   1,647.90
Units Transferred From (To) AIG Life                             0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Net Increase (Decrease)                                     16,874.58                            318.62                   3,065.40
Units, at Beginning of the Year                                  0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Units, at End of the Year                                   16,874.58                            318.62                   3,065.40

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

Unit Value at December 31, 1999                  $               9.66           $                 10.02       $              12.37

                                                   ===================            ======================        ===================
</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>

                                                                                                                    SunAmerica
                                                                                       SunAmerica                 International
                                                       SunAmerica                      High-Yield                  Diversified
                                                     Growth-Income                        Bond                       Equities
                                                 4     Portfolio                4       Portfolio             4     Portfolio

                                                   -------------------            ----------------------        -------------------
<S>                                                         <C>                                <C>                        <C>
Units Purchased                                             14,384.17                          1,529.97                   3,783.70
Units Withdrawn                                             (2,071.27)                           (88.19)                   (769.37)
Units Transferred Between Funds                                201.87                          7,829.61                  10,963.49
Units Transferred From (To) AIG Life                             0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Net Increase (Decrease)                                     12,514.77                          9,271.39                  13,977.82
Units, at Beginning of the Year                                  0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Units, at End of the Year                                   12,514.77                          9,271.39                  13,977.82

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

Unit Value at December 31, 1999                  $              11.69           $                 10.11       $              12.02

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

</TABLE>
<TABLE>


                                                       SunAmerica                      SunAmerica
                                                     International                         MFS                     SunAmerica
                                                         Growth                          Growth                       MFS
                                                           &                                &                       Mid-Cap
                                                         Income                          Income                      Growth
                                                 4     Portfolio                4       Portfolio            4     Portfolio

                                                   -------------------            ----------------------       -------------------
<S>                                                          <C>                               <C>                       <C>
Units Purchased                                              2,525.66                          5,651.50                  2,679.50
Units Withdrawn                                               (179.23)                          (212.55)                  (479.49)
Units Transferred Between Funds                              8,689.76                          2,300.44                  4,150.47
Units Transferred From (To) AIG Life                             0.00                              0.00                      0.00

                                                   -------------------            ----------------------       -------------------
Net Increase (Decrease)                                     11,036.19                          7,739.39                  6,350.48
Units, at Beginning of the Year                                  0.00                              0.00                      0.00

                                                   -------------------            ----------------------       -------------------
Units, at End of the Year                                   11,036.19                          7,739.39                  6,350.48

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

Unit Value at December 31, 1999                  $              10.96           $                 10.35      $              14.86

                                                   ===================            ======================       ===================
</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>


                                                        SunAmerica
                                                           MFS                          SunAmerica                 SunAmerica
                                                          Total                           Putnam                      Real
                                                          Return                          Growth                     Estate
                                                  4     Portfolio                4       Portfolio           4     Portfolio

                                                    -------------------            ----------------------      -------------------
<S>                                                           <C>                               <C>                        <C>
Units Purchased                                               2,758.75                          5,169.67                   535.79
Units Withdrawn                                                (133.20)                          (398.54)                   (9.36)
Units Transferred Between Funds                               1,555.02                          6,397.61                    14.33
Units Transferred From (To) AIG Life                              0.00                              0.00                     0.00

                                                    -------------------            ----------------------      -------------------
Net Increase (Decrease)                                       4,180.57                         11,168.74                   540.76
Units, at Beginning of the Year                                   0.00                              0.00                     0.00

                                                    -------------------            ----------------------      -------------------
Units, at End of the Year                                     4,180.57                         11,168.74                   540.76

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

Unit Value at December 31, 1999                   $               9.93           $                 12.44     $               9.00

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

</TABLE>
<TABLE>



                                                        SunAmerica                                                  SunAmerica
                                                        SunAmerica                      SunAmerica                   Venture
                                                         Balanced                         Utility                     Value
                                                  4     Portfolio                4       Portfolio            4     Portfolio

                                                    -------------------            ----------------------       -------------------
<S>                                                           <C>                                 <C>                     <C>
Units Purchased                                               2,025.43                            940.53                  2,388.04
Units Withdrawn                                                (314.84)                           (30.75)                  (354.26)
Units Transferred Between Funds                               6,861.07                            182.90                 14,867.32
Units Transferred From (To) AIG Life                              0.00                              0.00                      0.00

                                                    -------------------            ----------------------       -------------------
Net Increase (Decrease)                                       8,571.66                          1,092.68                 16,901.10
Units, at Beginning of the Year                                   0.00                              0.00                      0.00

                                                    -------------------            ----------------------       -------------------
Units, at End of the Year                                     8,571.66                          1,092.68                 16,901.10

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

Unit Value at December 31, 1999                   $              11.55           $                  9.91      $              15.57

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

</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>

                                                       SunAmerica                        Van Eck                     Van Eck
                                                       Worldwide                        Worldwide                   Worldwide
                                                          High                          Emerging                       Hard
                                                         Income                          Markets                      Assets
                                                 4     Portfolio                1         Fund                1        Fund

                                                   -------------------            ----------------------        -------------------
<S>                                                              <C>                           <C>                        <C>
Units Purchased                                                  0.00                          4,269.29                   2,973.26
Units Withdrawn                                                 (5.36)                          (915.31)                 (1,397.63)
Units Transferred Between Funds                                 58.37                          1,585.65                   1,670.14
Units Transferred From (To) AIG Life                             0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Net Increase (Decrease)                                         53.01                          4,939.63                   3,245.77
Units, at Beginning of the Year                                  0.00                          4,869.09                   4,444.97

                                                   -------------------            ----------------------        -------------------
Units, at End of the Year                                       53.01                          9,808.72                   7,690.74

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

Unit Value at December 31, 1999                  $              11.03           $                 12.04       $               9.32

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

</TABLE>
<TABLE>


                                                          WP&G                            WP&G                        WP&G
                                                        Tomorrow                        Tomorrow                    Tomorrow
                                                          Long                           Medium                      Short
                                                          Term                            Term                        Term
                                                 1     Portfolio                1       Portfolio            1     Portfolio

                                                   -------------------            ----------------------       -------------------
<S>                                                          <C>                                  <C>                      <C>
Units Purchased                                              1,256.59                             39.61                    170.66
Units Withdrawn                                               (684.64)                           (49.77)                   (71.65)
Units Transferred Between Funds                                184.88                              0.00                      0.00
Units Transferred From (To) AIG Life                             0.00                              0.00                      0.00

                                                   -------------------            ----------------------       -------------------
Net Increase (Decrease)                                        756.83                            (10.16)                    99.01
Units, at Beginning of the Year                              3,957.97                            341.05                    497.25

                                                   -------------------            ----------------------       -------------------
Units, at End of the Year                                    4,714.80                            330.89                    596.26

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

Unit Value at December 31, 1999                  $              16.24           $                 14.63      $              13.73

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

</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.


<PAGE>



                                   APPENDIX A

Minimum Premiums

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

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

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

</TABLE>


                                       A-1


<PAGE>

                                   APPENDIX B

Surrender Charge Premium

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

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

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

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




                                       B-1


<PAGE>




                                   APPENDIX C

                          AVERAGE ANNUAL TOTAL RETURNS
                             As of December 31, 1999
<TABLE>

  Portfolio                        Inception Date        YTD      1 Year     3 Years      5 Years       10 Years      Since
                                                                             Annualized   Annualized   Annualized   Inception
                                                                                                                    Annualized

  Equity Portfolios

<S>                                  <C>               <C>        <C>          <C>          <C>            <C>       <C>
    Growth                           09/15/1994        33.27%     33.27%       29.88%       30.14%         N/A       29.47%
    Growth and Income                01/14/1991        10.37%     10.37%       19.06%       22.78%         N/A       14.44%
    International                    12/28/1992        38.98%     38.98%       15.88%       12.05%         N/A       12.17%
    Premier Growth                   06/26/1992        31.13%     31.13%       36.59%       25.99%         N/A       19.62%
    Quasar                           08/14/1996        16.03%     16.03%       1.38%          N/A          N/A        2.99%
    Technology                       01/11/1996        74.14%     74.14%       43.95%         N/A          N/A       34.69%
    Utility Income                   05/10/1994        18.33%     18.33%       21.15%       17.34%         N/A       15.03%
    Worldwide Privitization          09/23/1994        57.41%     57.41%       22.83%       18.79%         N/A       17.92%
    Real Estate                      01/09/1997        -5.96%     -5.96%        N/A           N/A          N/A       -2.67%

  Fixed Income Portfolios

    Global Bond                      07/15/1991        -6.96%     -6.96%       -0.47%        2.98%         N/A        1.16%
    Global Dollar Gov't              05/02/1994        24.95%     24.95%       -0.57%        7.04%         N/A        5.78%
    North American Gov't             05/03/1994         7.93%     7.93%        4.94%         9.84%         N/A        6.09%
    U.S. Gov't/High Grade            09/17/1992        -3.33%     -3.33%       2.09%         3.91%         N/A        2.30%
    High Yield                       10/27/1997        -3.46%     -3.46%        N/A           N/A          N/A       -2.40%

  Asset Allocation Portfolios

    Conservative Investors           10/28/1994         4.09%     4.09%        9.10%         9.13%         N/A        8.93%
    Growth Investors                 10/28/1994        15.24%     15.24%       17.65%       15.81%         N/A       14.89%
    Total Return                     12/28/1992         5.57%     5.57%        11.95%       14.13%         N/A       10.25%

  Short-Term Portfolios

     Money Market                    02/03/1993         3.74%     3.74%        3.98%         3.95%         N/A        3.58%
    Short-Term Multi-Market          11/28/1990         2.58%     2.58%        1.81%         2.33%         N/A        0.77%

</TABLE>

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 expenses), plus capital gains and losses, realized or unrealized.  The
performance results do not reflect charges deducted from premium, Account Value,
or Variable Account assets (for example,  the mortality and expense risk charge,
monthly deductions, cost of insurance,  surrender charge, sales load, DAC taxes,
and any state or local premium taxes). If these charges were included, the total
return figures would be lower.

                                       C-1



<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
<PAGE>


                                                     AIG Life Insurance Company
                                                            Variable Account II

                                                                One Alico Plaza
                                                                600 King Street

                                                     Wilmington, Delaware 19801
                                                                 1-302-594-2622


              Group Flexible Premium Variable Universal Life Policy

AIG Life Insurance  Company is offering life insurance  coverage under the group
flexible premium variable  universal life policy.  The policy provides insurance
protection  for  individuals  within groups under  corporate  owned or sponsored
arrangements.  Corporate  owned  arrangements  are when an  employer  (or  trust
established  by  an  employer)   purchases  life  insurance  coverage  on  their
employees. The employer or trust is the beneficiary.  Sponsored arrangements are
those instances where an employer, a financial institution or association allows
us to sell insurance policies to its employees, depositors or members.

The  description  of the policy in this  prospectus is fully  applicable to your
certificate and the word "policy" includes any such certificate.

The policy allows you as 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 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 surrenders or full surrender.

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

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

INVESTMENTS IN THESE CONTRACTS ARE NOT INSURED BY THE FEDERAL DEPOSIT  INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY GOVERNMENT AGENCY. ANY INVESTMENT
IN THE CONTRACT INVOLVES CERTAIN INVESTMENT RISKS WHICH MAY INCLUDE THE POSSIBLE
LOSS OF PRINCIPAL.

THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.

                             Prospectus May 1, 2000


<PAGE>



                               Investment Options


Variable Investment Options

The Separate  Account is divided into  subaccounts.  Each subaccount  invests in
shares  of a  specific  portfolio  of the  funds  which  are  named  below.  The
prospectuses for the funds contain information about each portfolio.  You should
read these prospectuses carefully.
<TABLE>

<S>                                                           <C>
Alliance Variable Product Series Fund                         The Universal Institutional Funds, Inc.

o Growth and Income Portfolio (Class A)                       o Fixed Income Portfolio
o Premier Growth Portfolio (Class A)                          o High Yield Portfolio
o Quasar Portfolio (Class A)                                  o Mid Cap Growth Portfolio
o Growth (Class A)                                            o Money Market Portfolio
o North American Government Income (Class A)                  o Technology Portfolio
                                                              o Emerging Markets Equity Portfolio
                                                              o Mid Cap Value Portfolio
Fidelity Variable Insurance Products Fund II and III

o VIP II Contrafund Portfolio                                 Neuberger Berman Advisers Management Trust
o VIP II Index 500 Portfolio
o VIP III Balanced Portfolio                                  o AMT Partners Portfolio

Goldman Sachs Variable Insurance Trust

o CORE SM Large Cap Growth Fund                               Franklin Templeton Variable Insurance Products Trust
o CORE SM U.S. Equity Fund                                    (VIP)
o Global Income Fund
o International Equity Fund                                   o Templeton Developing Markets  Securities Fund-Class 2
                                                              (previously Templeton Developing Markets Fund)
                                                              o Templeton International Securities Fund -Class 2
                                                              (previously Templeton International Fund)
Berger Institutional Products Trust                           o Templeton Growth Securities Fund - Class 2
                                                               (previously Templeton Global Growth Fund)

o        IPT Small Company Growth                             American Century Variable Portfolios, Inc.
o        IPT New Generation
                                                              o        VP International
PIMCO Variable Insurance Trust                                o        VP Income and  Growth
Income and  Growth

o        Long Term U.S. Government
o        Total Return Bond


</TABLE>

Guaranteed Investment Option

The Guaranteed  Account is part of our general account.  We will credit interest
equal to at least 4% per year,  compounded  annually on that  portion of 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 Variable Account.



                                Table of Contents


Special Terms

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

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

The Investment Options
     Variable Investment Options
     Guaranteed Investment Option

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

Death Benefits
     Life Insurance Proceeds
     Death Benefit Options
     Changes in Death Benefit Options
     Changes in Face Amount

Cash Benefits During the Insured's Life
     Loans
     Partial Surrender
     Surrendering the Policy for Net Cash Surrender Value

Payment Options for Benefits



<PAGE>



Expenses of the Policy
     Deductions From Premium
     Monthly Deductions From Account Value
     Deduction From Subaccount Assets
     Deductions Upon Policy Transactions

Other Policy Provisions

Performance Information

Federal Income Tax Considerations

Distribution of the Policy

About Us and the Accounts
     The Company
     The Separate Account
     The Guaranteed Account

Our Directors and Executive Officers

Other Information
     State Regulation
     Legal Proceedings
     Experts
     Legal Matters
     Published Ratings

Financial Statements

Appendices





<PAGE>



                                  Special Terms


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

Accounts. The Separate Account and the Guaranteed Account.

We use Account Value to determine your policy benefits. How we determine Account
Value is described on page 21.

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 19899.

Age. The Insured's age as of his or her last birthday.

Allocation  Date.  The first business day after the period to examine and cancel
expires.

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 entitled to the Life Insurance Proceeds under
the policy.

How we determine the Cash Surrender Value is shown on page 24.

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

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

Death Benefit Amount.  The amount  determined to be the Life Insurance  Proceeds
based  on the Face  Amount,  Death  Benefit  Qualification  Option  and the Life
Insurance Proceeds Option which you selected.

You will specify the initial Face Face Amount. The amount of insurance specified
by the Owner and from Amount in your policy application.  which we determine the
Death Benefit Amount. The policy will also show the initial Face Amount.

Grace Period.  The period of time following a monthly  anniversary  during which
this policy will continue in force even though your Net Cash Surrender  Value is
less than the total monthly deduction then due.


<PAGE>


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

Insured.  A person  whose  life is  covered  under  the  policy.  At the time of
application,  the insured must be 80 years of age or younger.  Unless  otherwise
agreed to by Us.

We measure contestability periods from the Issue Date.

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

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

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

Maturity  Date.  The first policy  anniversary  following  the  Insured's  100th
birthday.

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 Loans

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

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

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

Planned Periodic  Premium.  The amount and frequency of premium to be paid until
the Maturity Date. You select this at the time of application.

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. Coverage will not begin unless your policy is issued.

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

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

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

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



<PAGE>


                              Summary of the Policy


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

                                    Overview

If you select any variable The policy is a flexible premium  variable  universal
life policy.  Like investment  options,  your policy traditional life insurance,
the policy  provides an initial  minimum death benefits will vary based upon the
benefit and cash benefits that you can access  through  loans,  partial  returns
earned by those variable surrenders or a full surrender. Unlike traditional life
insurance, you investment options. The returns may may choose how to invest your
Account Value. be zero or negative and you bear this risk.

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.


Applying for a Policy

You may  apply for a policy to cover a person,  the  "Insured,"  who is  between
18-80 years of age. Unless otherwise agreed to by Us.


Amount of life insurance benefits

When you apply for a policy,  you must select the Face  Amount.  The Face Amount
must be at least $50,000, for all Insureds.

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 to our satisfaction

Your right to cancel the policy

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

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

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


<PAGE>



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.

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,
such as monthly, quarterly, semiannually, or annually.

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.

Account Value

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

o    the premiums you pay; and

o    the returns earned by the subaccounts you select; and

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

o    any loans or partial surrenders; and

o    the policy charges and expenses we deduct.

o    Surrender charges

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 be the manner in which we test
     your policy under the Code for meeting the definition of life insurance.


<PAGE>



Death Benefit Options.

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

Level Death Benefit Option.

o        Level Death Benefit Option

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.

Increasing Death Benefit Option.

o    Increasing Death Benefit Option

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.

The minimum  death benefit  factors we use are based upon the tax  qualification
option you select and the Attained Age, sex and smoker status 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, you may change the death benefit option and, after the first
     Policy  Year,  may  change  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 surrenders 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 Surrenders -- You may withdraw part of your Account Value after the
     first Policy Year. We may deduct an  administrative  charge.  If you make a
     partial  surrender  during the surrender  charge  period,  we will deduct a
     surrender  charge. A partial surrender may result in a decrease in the Face
     Amount of your policy depending upon your death benefit option.

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

Expenses reduce your returns under the policy

Expenses  of the Policy

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

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

o    upon certain transactions.

Deduction From Premium -- we will deduct state premium taxes,  federal taxes and
sales charges from your premium payments. Premium taxes are charges at a percent
of premium  equal to state and local tax rates based on the  Insured's  place of
residence.  DAC taxes will be deducted  from Account  Value at a rate imposed by
federal tax law, currently equivalent to 1.00%of Premium. In place of these lump
sum  deductions  for premium  and DAC taxes,  we may offer  optional  methods of
payment at the time you apply for a policy.  Total sales charges will not exceed
9% of premium.

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

o    The  administration  of your  policy up to a  maximum  of $10 per month per
     insured. For fully underwritten business,  there is an additional charge of
     up to $25 per month per insured for the first  Policy Year and the first 12
     months following an increase in Face Amount.

o    The cost of insurance for your policy.


o    The costs  associated  with  mortality  and expense risk  charges.  We will
     deduct a daily charge from your Policy Account Value in the subaccounts for
     assuming certain mortality and expense risks under the policy.  This charge
     does not apply to the amounts you allocate in the Guaranteed  Account.  The
     current  charge  is at an  annual  rate  of  0.50%  of  net  assets  in the
     subaccounts.  Although,  we reserve the right to increase or decrease  this
     charge,  it is  guaranteed  not to exceed  1.00% for the  duration  of your
     policy.  If your policy is issued at a charge of less than  1.00%,  we will
     notify you before we  increase  this  charge.  We may realize a profit from
     this charge.


o    The cost of any supplemental benefits and riders.

o    The  Acquisition  and  Underwriting  costs of your  Policy  Subject  to our
     approval,  you may  request  us to take the  monthly  deductions  from your
     unloaned Account Value allocated to the Money Market Subaccount, Guaranteed
     Account  or  specified  subaccounts.  Otherwise  we will  take the  monthly
     deductions  from each  Subaccount and the Guaranteed  Account on a pro rata
     basis.

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

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

Administrative Charges for Partial Surrenders.

o    Partial  Surrenders  -- We charge  the  lesser  of $25 or 2% of the  amount
     surrendered for processing any withdrawal. In certain states the charge may
     be the lesser of $25 or 2% of the amount surrendered.

Surrender Charges for Partial Surrenders.

A partial  surrender  may also be subject to a  surrender  charge.  A  surrender
charge for partial  surrenders  is equal to a pro rata portion of the  surrender
charge that would apply to a full  surrender.  This applies  during the first 14
Policy  Years and for the first 14 years  immediately  following  an increase in
Face Amount.

o    Surrender  -- If you  request a full  surrender  during the first 14 Policy
     Years,  we may deduct a surrender  charge based on the initial Face Amount.
     If you request a surrender within 14 Policy Years immediately  following an
     increase in Face  Amount,  we will deduct a surrender  charge  based on the
     increase in Face Amount.  The surrender  charge will be deducted before any
     surrender proceeds are paid.

Surrender Charge for Face Amount Decreases.

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

     Policy Charges and Deductions

Transaction Charges

Sales Charge -- not to exceed 9% of each premium payment

DAC Tax Charge--1.00% of each premium payment.

Premium Tax Charge (1)-- depends on the state of residence.

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

Surrender  Charge  -- during  the  first 14 Policy  Years and the first 14 years
immediately  following  an  increase  in Face  Amount,  there may be a surrender
charge. (2)


<PAGE>


Partial Surrender Administrative Charge

Lesser of $25 or 2% of the amount surrendered.

Account Value Charges (deducted monthly)

Cost of  Insurance  Charge (3)  Current  COI rates  will  never  exceed the 1980
Commissioners Standard Ordinary Mortality Tables.

Monthly Expense Charge Per Policy


Current Charge - $6.00     Guaranteed Charge - $10.00


For fully underwritten  business,  there is an additional monthly administrative
charge  during  the first  Policy  Year and  during  the first 12 policy  months
following  an  increase in Face Amount  currently  at a monthly  rate of $20 per
insured, guaranteed not to exceed $25 per insured per policy month

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


Mortality and Expense Risk Charge:  Current Charge - 0.50%
Guaranteed Charge - 1.00%


1.   We deduct a premium tax charge equal to the actual state and local tax rate
     from each  premium  payment.  Typical  State and  local  premium  tax rates
     currently range from 2% to 3.5%.

2.   A policy's surrender charge is based on the Policy Year, issue age, sex and
     smoker status of the Insured and the policy's Face Amount. If a policy were
     surrendered  in the ninth Policy Year, a 45-year old  nonsmoking  male with
     $500,000 Face Amount policy, the surrender charge would be $7,800.00. For a
     65-year-old  nonsmoking male purchasing a $200,000 Face Amount policy,  the
     surrender charge premium would be $5,520.00. The lowest and highest maximum
     surrender  charge  will  range  from  $13.00 to $48.00  per  $1,000 of Face
     Amount. (See Appendix A for additional examples of surrender charges).

3.   Current and guaranteed cost of insurance charges are based on the issue age
     (or attained age in the case of increase in Specified  Amount),  sex,  rate
     class of the Insured, and Policy Year. The current cost of insurance charge
     will never  exceed the  guaranteed  cost of  insurance  charge shown in the
     policy. (See "Charges and Deductions - Cost of Insurance Charge.")


<PAGE>




                            Annual Portfolio Expenses

                           Before Waiver/Reimbursement

                             As of December 31, 1999

The  purpose of this table is to assist the Owner in  understanding  the various
costs and expenses that will be incurred, directly or indirectly. It is based on
historical  expenses  as a  percentage  of  net  assets  before  waivers  and/or
reimbursements,  if applicable,  for the year ended December 31, 1999, except as
indicated  below.  Expenses  of the  portfolios  of the  Funds  are not fixed or
specified under the terms of the policy. Actual expenses may vary.
<TABLE>

                                                                        Management       Other      12b-1       Total
                                                                         Fees          Expenses(1)   Fees      Expenses
<S>                                                                      <C>            <C>         <C>         <C>
Alliance Variable Product Series Fund

Growth and Income Portfolio                                              0.63%          0.08%       0.00%       0.71%
Premier Growth Portfolio                                                 1.00%          0.05%       0.00%       1.05%
Quasar Portfolio                                                         1.00%          0.19%       0.00%       1.19%
Growth Portfolio                                                         0.75%          0.09%       0.00%       0.84%
North American Government Income Portfolio(2)                            0.65%          0.55%       0.00%       1.20%

American Century Variable Portfolios, Inc.

VP Income and Growth Portfolio                                           0.70%          0.00%       0.00%       0.70%
VP International Portfolio(3)                                            1.34%          0.00%       0.00%       1.34%

Berger Institutional Products Trust (4)

IPT New Generation                                                       0.85%          2.10%       0.00%       2.95%
IPT Small Company Growth                                                 0.85%          0.64%       0.00%       1.49%

Fidelity Variable Insurance Products Fund II & III - Initial Class(5)

VIP II Contrafund Portfolio                                              0.58%          0.09%       0.00%       0.67%
VIP II Index 500 Portfolio                                               0.24%          0.10%       0.00%       0.34%
VIP III Balanced Portfolio                                               0.43%          0.14%       0.00%       0.57%

Goldman Sachs Variable Insurance Trust(6)

CORE SM U.S. Equity Fund                                                 0.70%          0.20%       0.00%       0.90%
CORE SM Large Cap Growth Fund                                            0.70%          0.42%       0.00%       1.12%
Global Income Fund                                                       0.90%          1.78%       0.00%       2.68%
International Equity Fund                                                1.00%          0.77%       0.00%       1.77%

Morgan Stanley Universal Institutional Funds (7)

Emerging Markets Equity Portfolio                                        1.25%          1.37%       0.00%       2.62%
Fixed Income Portfolio                                                   0.40%          0.56%       0.00%       0.96%
High Yield Portfolio                                                     0.50%          0.61%       0.00%       1.11%
Mid Cap Growth Portfolio                                                 0.75%          7.31%       0.00%       8.06%
Mid Cap Value Portfolio                                                  0.75%          0.62%       0.00%       1.37%
Money Market Portfolio                                                   0.30%          0.47%       0.00%       0.77%
Technology Portfolio                                                     0.80%         11.77%       0.00%       12.57%

Neuberger Berman Advisers Management Trust

AMT Partners Portfolio                                                   0.80%          0.07%       0.00%       0.87%

PIMCO Variable Insurance Trust (8)

Long-Term U.S. Government Portfolio                                      0.65%          0.06%       0.00%       0.71%
Total Return Bond Portfolio                                              0.65%          0.04%       0.00%       0.69%

Franklin Templeton Variable Insurance Products Trust (VIP) (9)

Templeton Developing Markets Securities Fund - Class 2                   1.25%          0.31%       0.25%       1.81%
Templeton International Securities Fund - Class 2                        0.69%          0.19%       0.25%       1.13%
Templeton Growth Securities Fund - Class 2                               0.83%          0.05%       0.25%       1.13%

</TABLE>




<PAGE>

Other Expenses After Waivers/Reimbursement


1.   Other   expenses  are  based  on  the  expenses   outlined  in  the  funds'
     prospectuses.

2.   As a percentage of average  daily net assets,  "Total  Operating  Expenses"
     after  reimbursement  by Alliance  Capital  Management  L.P. for the period
     ended December 31, 1999, were 0.95% for North American Government Income.

3.   The Fund has a stepped fee schedule. As a result, the fund's management fee
     rate generally decreases as fund assets increase.

4.   Under a written contract, the Fund's investment advisor waives its fees and
     reimburses  the fund to the extent  that at any time during the life of the
     Fund, the Fund's annual  operating  expenses exceed 1.15%. The contract may
     not be  terminated  or  amended  except  by a vote of the  Fund's  Board of
     Trustees.  The expenses shown for the Berger IPT - New Generation  Fund are
     based on estimates for the Fund's first full year of operations.

5.   Fidelity Management & Research Company agreed to reimburse a portion of VIP
     II Index  500 and  Contrafund  and VIP III  Balanced  Portfolio's  expenses
     during  the  period.  With this  reimbursement,  "Management  Fee,"  "Other
     Expenses" and "Total  Operating  Expenses"  are 0.24%,  0.04% and 0.28% for
     Index 500 and 0.58%,  0.07% and 0.65% for Contrafund,  and 0.43%, 0.12% and
     0.55% for Balanced, respectively.

6.   Each Fund's expenses are based on estimated  expenses for fiscal year ended
     December 31, 2000.  Goldman Sachs Asset  Management and Goldman Sachs Asset
     Management International have voluntarily agreed to reduce or limit certain
     expenses  (excluding  management fees, taxes,  interest and brokerage fees,
     and litigation,  indemnification and other  extraordinary  expenses) to the
     extent such expenses exceed the percentage  stated below (as calculated per
     annum) of each  Fund's  respective  average  daily net  assets.  With these
     limitations   described  above,   "Other  Expenses"  and  "Total  Operating
     Expenses" are: CORESM U.S. Equity Fund,  0.20% and 0.90%;  CORESM Large Cap
     Growth Fund, 0.20% and 0.90%;  International  Equity Fund, 0.35% and 1.35%;
     and Global  Income  Fund,  0.25% and 1.15%.  The  investment  advisers  may
     discontinue or modify any limitations in the future at its  discretion.

7.   The investment  adviser assigned to a portfolio is entitled to receive from
     such portfolio a management fee, payable quarterly,  at an annual rate as a
     percentage of average daily net assets as set forth in the prospectus. With
     respect to the Money Market,  Fixed Income, High Yield, Mid Cap Growth, Mid
     Cap  Value,  Emerging  Markets  Equity  and  Technology  Portfolios,   each
     portfolio's   investment  adviser  has  voluntarily  agreed  to  waive  its
     investment advisory fees to reimburse the portfolios so such fees would not
     cause their respective "Total Operating  Expenses" to exceed the following:
     Emerging  Markets Equity 1.79%;  Fixed Income 0.70%;  High Yield 0.80%; Mid
     Cap Growth 1.05%;  Mid Cap Value 1.05%;  Technology  1.15% and Money Market
     0.55%.

8.   "Other Expenses" reflect each Portfolio's  organizational  expenses and pro
     rata Trustees' fees. PIMCO has contractually  agreed to reduce total annual
     portfolio  operating  expenses to the extent they would exceed,  due to the
     payment of  organizational  expenses and  Trustees'  feed,  0.65% and 0.65%
     respectively  of  average  daily net assets  for the PIMCO  Long-Term  U.S.
     Government and Total Return Portfolios.

9.   On 2/8/00  shareholders  approved a merger and reorganization that combined
     the funds  effective  5/1/00 The  shareholders of the fund had approved new
     management  fees which apply to the combined  fund  effective  5/1/00.  The
     table shows restated total expenses based on the new fees and the assets of
     the funds as of 12/31/99 and not the assets of the combined funds.  Class 2
     shares of the portfolio have a distribution plan or "Rule 12B-1 Plan" which
     is described in the Funds' prospectus.


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.


<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 any increase in
policy Account Value.


<PAGE>



                               Purchasing a Policy



Applying for a Policy

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


Our age requirement for the Insured.

You may  apply  for a  policy  to  cover a  person  who is at least 18 but 80 or
younger.

The minimum Face Amount.

The Face Amount must be at least $50,000, for each Insured.

We require a minimum initial premium.

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

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

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 application; or,

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

This is your "Period to Examine and Cancel."

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

How to cancel your policy.

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

Premiums

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

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 $50.

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

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

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 underwriting
class of the  proposed  Insured,  the desired  Face Amount and any  supplemental
benefits or riders applied for.

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.  We will
establish a minimum amount that may be used as the planned periodic premium.  We
may  recalculate  this  minimum  amount  if the Face  Amount  of the  policy  is
increased or decreased.

You are not required to pay premiums in accordance with this plan.  Rather,  you
can pay  more or less  than  the  planned  periodic  premium  or skip a  planned
periodic premium entirely.

At any time you can change the amount and frequency of planned  periodic premium
by sending a written notice to our Administrative Office.


<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.

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

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

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

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

Your policy will not terminate immediately after your Account is insufficient.

Grace Period. In order for insurance  coverage to remain in force, the Value Net
Cash  Surrender  Value on each Monthly  Anniversary  must be equal to or greater
than the total monthly deductions for that Monthly Anniversary.

If it is not,  you have a Grace  Period of 61 days during  which the policy will
continue in force.  The Grace Period begins on the Monthly  Anniversary that the
Net Cash Surrender Value is less than the total monthly  deductions then due. If
we do not receive a sufficient  premium before the end of the Grace Period,  the
policy will terminate without value.

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

A Grace Period of 61 days has begun.

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

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.


<PAGE>



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.

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

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

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

o    Each allocation percentage must be a whole number; and,

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

Crediting  Premiums.  Your  initial Net Premium will be credited to your Account
Value as of the Policy Date. We will credit and invest  subsequent  Net Premiums
on the date we receive  the  premium or notice of deposit at our  Administrative
Office.

If any premium  requires us to accept  additional  risk,  we will  allocate this
amount to the Money Market Subaccount until we complete our  underwriting.  When
accepted, and at the end of the period to examine and cancel the policy, we will
allocate it in accordance with your allocation percentages.


<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  corresponding
portfolio of a fund. These portfolios operate similarly to a mutual fund but are
only available  through the purchase of certain insurance  contracts.  The funds
may also include other portfolios which are not available under the policy.

Alliance Variable Products Series Fund

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. Investments may also
be made in fixed income securities and convertible securities.

Growth Portfolio - provides long term growth of capital.  Current income is only
an incidental  consideration.  The  portfolio  seeks to achieve its objective by
investing  primarily in equity  securities of companies with favorable  earnings
outlooks,  which have long-term growth rates that are expected to exceed that of
the U.S. economy over time.

North American  Government  Income Portfolio- seeks the highest level of current
income that is available from portfolios of debt securities issued or guaranteed
by the  governments  of the  United  States,  Canada,  Mexico,  their  political
subdivisions,  (including Canadian provinces, but excluding states of the United
States) agencies, instrumentalities, or authorities.

Premier  Growth  Portfolio  -- seeks  growth of capital by  pursuing  aggressive
investment  policies.  The portfolio  invests  primarily in equity securities of
U.S. companies that are judged likely to achieve superior earnings growth.

Quasar  Portfolio -- seeks growth of capital by pursuing  aggressive  investment
policies.  The portfolio invests for capital  appreciation and only incidentally
for current income. The portfolio  generally invests in a diversified  portfolio
of equity  securities  of any company and  industry  and in any type of security
which is believed to offer possibilities for capital appreciation.

The  Alliance  Variable  Products  Series  Fund is managed by  Alliance  Capital
Management L.P.

American Century Variable Portfolios, Inc.

American  Century VP International is for long-term equity investors who want to
diversify their domestic portfolio by adding broad exposure to developed foreign
markets through the stocks of larger, fast growing companies.

American  Century VP Income and Growth - seeks dividend  growth,  current income
and capital  appreciation by investing in diversified  portfolio of U.S. stocks.
The  management  team strives to outperform the S&P 500 over time while matching
the risk characteristics of the index.

The funds' investment  advisor is American Century Investment  Management,  Inc.
The advisor is responsible  for managing the investment  portfolios of the funds
and directing the purchases and sales of its investment securities.  The advisor
also arranges for transfer agency,  custody and all other services necessary for
the funds to operate.

Berger  Institutional  Products  Trust Berger IPT - Small Company  Growth Fund -
seeks capital  appreciation by (IPT) investing  primarily in a diversified group
of stocks of small growth  companies  that have  dominant  positions in emerging
industries or growing market shares in larger, fragmented industries.

Berger IPT New  Generation  Fund - seeks  capital  appreciation  by investing in
innovative companies that are focused on tomorrow.

Berger LLC is the investment  advisor to these Funds.  Berger LLC is responsible
for managing the investment operations of the Funds and the composition of their
investment portfolios.  Berger LLC also acts as each Funds' administrator and is
responsible  for such  functions as monitoring  compliance  with all  applicable
federal and state laws.

Fidelity Variable Insurance Products Fund II and III

VIP II Contrafund Portfolio-- seeks long term capital appreciation.

VIP II Index 500 Portfolio -- seeks  investment  results that  correspond to the
total  return  of  common  stocks  publicly  traded  in the  United  States,  as
represented by the S&P 500.

VIP III Balanced Portfolio - seeks both income and growth of capital.

Fidelity  Management  &  Research  Company  is the  investment  adviser  for the
Fidelity Variable  Insurance  Products Fund II and III. Bankers Trust Company, a
wholly-owned  subsidiary of Bankers Trust Corporation (formerly Bankers Trust of
New York  Corporation),  currently serves as the sub-adviser to VIP II Index 500
Portfolio.


<PAGE>

Goldman Sachs Variable Insurance Trust

CORE SM U.S. Equity Fund-- seeks long-term growth of capital and dividend income
through a broadly  diversified  portfolio of large  capitalization and blue chip
equity securities representing all major sectors of the U.S. economy.

CORE SM Large Cap Growth  Fund -- seeks  long-term  growth of capital  through a
broadly diversified  portfolio of equity securities of large capitalization U.S.
issuers that are expected to have better  prospects for earnings growth than the
growth  rate of the general  domestic  economy.  Dividend  income is a secondary
consideration.

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.

International  Equity  Fund --  seeks  long-term  capital  appreciation  through
investments  in equity  securities of companies  that are organized  outside the
U.S. or whose  securities  are  principally  traded  outside  the U.S.  The Fund
intends to invest in companies with public stock market capitalizations that are
larger than $1 billion at the time of investment.

Goldman  Sachs Asset  Management  ("GSAM") - unit of the  Investment  Management
Division of Goldman Sachs and Co.,  serves as  investment  adviser to, CORE U.S.
Equity, CORE Large Cap Growth,  GSAM International  serves as investment adviser
to the International Equity and Global Income Funds.

The investment objective and policies of the Funds are similar to the investment
objectives  and  policies  of other  mutual  funds that the  Investment  Adviser
manages.  Although the  objectives  and policies may be similar,  the investment
results  of the  Funds may be higher or lower  than the  results  of such  other
mutual  funds.   The  Investment   Adviser  cannot   guarantee,   and  makes  no
representation,  that the investment results of similar funds will be comparable
even though the funds have the same Investment Adviser.


<PAGE>

The Universal Institutional Funds, Inc.

Fixed Income Portfolio-- seeks above average total return over a market cycle of
three to five  years by  investing  primarily  in a  diversified  mix of  dollar
denominated   investment  grade  fixed  income  securities,   particularly  U.S.
government  corporate and mortgage  securities.  The Portfolio  ordinarily  will
maintain an average weighted maturity in excess of five years. The Portfolio may
invest  opportunistically  in  non-dollar  denominated  securities  and in below
investment grade securities.

High Yield  Portfolio -- seeks total return over a market cycle of three to five
years by investing  primarily in high yield securities  (commonly referred to as
"junk bonds") The  Portfolio  may also invest in  investment  grade fixed income
securities,  including U.S. Government securities,  corporate bonds and mortgage
securities. The Portfolio may invest to a limited extent in foreign fixed income
securities including emerging markets securities.

Emerging  Markets Equity  Portfolio - seeks  long-term  capital  appreciation by
investing primarily in growth-oriented  equity securities of issuers in emerging
market countries.

Mid Cap Value  Portfolio  - seeks total  return over a market  cycle of three to
five years by investing in common stocks and other equity securities.

Mid Cap Growth  Portfolio - seeks long term  capital by  investing  primarily in
common  stocks of  companies  with  capitalizations  in the  range of  companies
included in the S&P MidCap 400 Index (currently $500 million to $6 billion). The
investment  adviser  focuses on companies  that  demonstrate  one or more of the
following characteristics:  high earnings growth rates, growth stability, rising
profitability  and the ability to product earnings that consistently beat market
expectations.

Money Market  Portfolio -- seeks to maximize current income and preserve capital
while  maintaining  liquidity  by investing  in money  market  instruments  with
effective  maturities  of 397  days  or  less.  In  selecting  investments,  the
investment adviser seeks to maintain a share price of $1.00 per share

Technology   Portfolio-  seeks  long  term  capital  appreciation  by  investing
primarily in equity securities of companies that the investment  adviser expects
to  benefit  from  their   involvement  in  technology  and   technology-related
securities.

The investment  adviser for Money Market  Portfolio and Technology  Portfolio is
Morgan Stanley Dean Witter Investment Management Inc., a wholly owned subsidiary
of Morgan Stanley Dean Witter & Co., which is a publicly owned global  financial
services  corporation.  The Subadviser for the Money Market  Portfolio is Morgan
Stanley Dean Witter Advisors,  Inc., a wholly-owned subsidiary of Morgan Stanley
Dean  Witter & Co.  The  investment  adviser  for the  Emerging  Markets  Equity
Portfolio is Morgan Stanley Asset Management.  The investment  adviser for Fixed
Income  Portfolio,  Mid Cap Growth  Portfolio,  Mid Cap Value Portfolio and High
Yield  Portfolio  is  Miller  Anderson  &  Sherrerd,  LLP,  which is  indirectly
wholly-owned by Morgan Stanley Dean Witter & Co.

Neuberger Berman Advisers Management Trust ("AMT")

AMT Partners  Portfolio-- seeks to achieve capital growth by investing mainly in
common stocks of mid- to large- capitalization  companies. The managers look for
well-managed companies whose stock prices are believed to be undervalued.

The  investments  for the Portfolio is 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.  You should be aware that the
Portfolio  is likely to differ from the other  mutual  funds in size,  cash flow
pattern and tax matters.  Accordingly,  the holdings and the  performance of the
Portfolio can be expected to vary from those of the other mutual funds.

Shares of the separate  Portfolios of Neuberger Berman Advisers Management Trust
are sold only through the currently  effective  prospectus and are not available
to the general  public.  Shares of the AMT  Portfolios  may be purchased only by
life  insurance  companies to be used with their separate  accounts,  which fund
variable annuity and variable life insurance policies.

Neuberger  Berman  Management  Inc.  serves  as the  investment  manager  of the
Portfolio. Neuberger Berman, LLC serves as the sub-adviser.


PIMCO Variable Insurance Trust

Total  Return Bond  Portfolio:  seeks  maximum  total  return,  consistent  with
preservation of capital and prudent investment management. The Portfolio invests
under normal circumstances at least 65% of its assets in a diversified portfolio
of fixed  income  instruments  of  varying  maturities.  The  average  portfolio
duration  of this  Portfolio  will  normally  vary  within a three- to  six-year
timeframe based on PIMCO's forecast for interest rates.

Long-Term U.S. Government Portfolio: seeks maximum total return, consistent with
preservation of capital and prudent investment management. The Portfolio invests
under normal circumstances at least 65% of its assets in a diversified portfolio
of fixed income securities that are issued or guaranteed by the U.S. government,
its agencies or government-sponsored  enterprises.  This Portfolio will normally
have a minimum average portfolio duration of eight years.

Pacific Investment  Management Company ("PIMCO") serves as investment adviser to
each Portfolio of the PIMCO Variable  Insurance Trust.  PIMCO is responsible for
managing  the  investment  activities  of the  Portfolios  and  the  Portfolios'
business affairs and other administrative matters.


<PAGE>

Franklin Templeton Variable Insurance Products Trust (VIP)

Templeton  Developing  Markets  Securities  Fund -  Class 2 --  seeks  long-term
capital appreciation. The fund invests primarily in equity securities that trade
in emerging markets or are issued by companies that derive revenue from goods or
services  produced,  or have their  principal  activities  or assets in emerging
market countries.

Templeton Growth Securities Fund - seeks long term capital growth. The Fund will
primarily invest in equity securities of companies located anywhere in the world
including those in the U.S. and emerging countries.

Templeton  International  Securities  Fund - Class 2 -- seeks long term  capital
growth.  The Fund  invests  primarily  in stocks of  companies  and  governments
located outside the United States, including emerging markets.

Templeton  Asset  Management  Ltd.  serves  as  the  investment  manager  to the
Templeton Developing Markets Securities Fund. Templeton Investment Counsel, Inc.
serves as the investment manager to the Templeton International Securities Fund.
Templeton  Global  Advisors  Limited (TGAL) serves as the investment  manager to
Templeton Growth  Securities  Fund. Only Class 2 shares of Templeton  Developing
Markets  Securities  Fund,   Templeton  Growth  Securities  Fund  and  Templeton
International Securities Fund are available under the policy.

There is no  assurance  that any of the  portfolios  will  achieve  their stated
objective.  Owners are advised to read the Fund  prospectuses  accompanying this
Prospectus for more detailed information regarding management of the portfolios,
investment  objectives,  investment advisory fees, and other charges assessed by
the Funds.



<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 may 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 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
surrenders or any policy expenses from the Guaranteed  Account and your variable
investment options on a pro rata basis, unless you provide other directions.  No
portion of the Loan Account may be used for this purpose.

Payments from the  Guaranteed  Account.  If we must pay any part of the proceeds
for a loan, partial surrender or full surrender from the Guaranteed  Account, we
may defer the  payment for up to six months from the date we receive the written
request. If we defer payment from the Guaranteed Account for 30 days or more, we
will pay interest on the amount we deferred at a rate of 4% per year, compounded
annually, until we make payment.


<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 be in default 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.

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; and,

o    the returns earned by the subaccounts you select; and,

o    the interest credited on amounts allocated to the Guaranteed Account; and,

o    any loans or partial surrender; and,

o    the policy expenses we deduct.



<PAGE>



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 loan  is  taken  from  the  subaccount,  an  amount  is
     transferred  from the  subaccount,  or a partial  surrender,  including the
     partial surrender 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.

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 may  include  the  deduction  of the daily  mortality  and
expense risk charge.

Guaranteed  Account Value. On any Valuation Date, the Guaranteed Account portion
of your policy Account Value equals:  o the total of all Net Premium,  allocated
to the Guaranteed Account, plus

o    any amounts transferred to the Guaranteed Account, plus

o    interest   credited  on  the  amounts  allocated  and  transferred  to  the
     Guaranteed Account, less

o    the amount of any transfers from the Guaranteed Account, less

o    the  amount of any  partial  surrender,  including  the  partial  surrender
     charges, taken from the Guaranteed Account, and less

o    the allocated portion of the monthly deduction deducted from the Guaranteed
     Account, plus

o    the amount of the Loan Account.

If you take a loan,  we transfer the amount of the loan to the Loan Account held
in the Guaranteed Account.  The value of your Loan Account includes transfers to
and from the Loan Account as you take and repay loans and  interest  credited on
the Loan Account.

Net  Account  Value.  The net Account  Value on a Valuation  Date is the Account
Value less outstanding loans on that date.

Cash  Surrender  Value.  The Cash  Surrender  Value on a  Valuation  Date is the
Account  Value  reduced by any  surrender  charge  that would be assessed if you
surrendered the policy on that date.

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
the amount you would receive on a surrender of your policy and is equal to:

o    the Cash Surrender Value, less

o    the outstanding loan on that date.

Transfers

You may  transfer  Account  Value among the  subaccounts  and to the  Guaranteed
Account after the period to examine and cancel.  All transfer  requests,  except
for  those  made  under the  Dollar  Cost  Averaging  or  Automatic  Rebalancing
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 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
     partial  surrenders 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 at the next price next computed
after date we receive your transfer request.  We may,  however,  defer transfers
under the same  conditions  as described  under Other  Policy  Provision -- When
Proceeds Are Paid.


<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  charge,
however,  for each transfer in excess of 12 during a Policy Year.  All transfers
processed  on the same  business  day will count as one transfer for purposes of
determining  the number of transfers  you have made in a Policy Year. We reserve
the right to increase or decrease the number of "free" transfers  allowed in any
Policy Year.

Telephone  Transfers.  If you have  completed  an  authorization  form  allowing
telephone transfers,  you may request transfers by telephone.  Upon receipt of a
telephone   transfer   authorization   form,   we  will  issue  you  a  personal
identification  number. We confirm all telephone  transfers in writing.  We will
confirm  transfer  requests  received by fax before  processing them. You should
review  all  confirmations  to  determine  if there  have been any  unauthorized
transfers.

We will use reasonable  procedures to confirm that telephone  transfers requests
are  genuine.  We will not be  liable  for any  losses  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

Dollar cost averaging is a systematic method of investing at regular  intervals.
By investing at regular  intervals,  the cost of the securities is averaged over
time and perhaps over various market cycles.

Under this  program  we will  automatically  transfer  monthly a portion of your
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, no less than 5% may be allocated to any one subaccount or
to the  Guaranteed  Account.  We will make the  transfers  from the Money Market
Subaccount as long as the Account  value is at least $2,000.  There is no charge
for this option.  Transfers in  connection  with the dollar cost  averaging  and
Automatic Rebalancing features will not count against the 12 free transfers in a
Policy Year.


<PAGE>



Dollar  Cost  Averaging  From a  Subaccount.  If you  instruct  us to  make  the
transfers from the Money Market Subaccount, you may request that we transfer:

o    A specified dollar amount -- we will automatically  transfer this amount in
     accordance with your most current  premium  allocation  instructions  for a
     specified period until your Account Value in the transferring subaccount is
     depleted.

o    A  specified  percentage--  we  will  automatically  transfer  a  specified
     percentage of the amount in the transferring  subaccount in accordance with
     your most current premium  allocation  instructions  for a specified period
     until your Account Value in the transferring subaccount is depleted.

You may allocate  additional  amounts into the  transferring  subaccount  at any
time.

We  reserve  the  right  to  establish  transfer  limits  and  to  restrict  the
subaccounts from which transfers may be made.

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
Subaccounts  to your  most  recent  allocation  instructions.  You may elect the
frequency  (monthly,  quarterly,  semi-annually,  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 charge is applied.

We reserve the right to suspend or modify Automatic  Rebalancing or to charge an
administrative  fee for  excessive  election or  allocation  changes.  Automatic
Rebalancing is not available if the grace period has commenced.

When we will Process  your  Automatic  Transfers.  We will begin to process your
automatic transfers:

o    On the first monthly anniversary following the end of the period to examine
     and cancel if you requested the  automatic  transfers  when you applied for
     your policy.

o    On the second Monthly Anniversary  following the receipt of your request at
     our  Administrative  Office,  if you elect the option after you applied for
     the policy.

We will stop processing automatic transfers if:

o    The funds in the transferring subaccount have been depleted; or

o    We receive  your  written  request at our  Administrative  Office to cancel
     future transfers; or

o    We receive notification of death of the Insured; or o Your policy goes into
     the Grace Period.

Dollar  cost  averaging  may lessen the  impact of market  fluctuations  on your
investment.  Using dollar cost averaging does not guarantee  investment gains or
protect against loss in a declining market.


<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    the policy.

The Beneficiary may receive the Life Insurance Proceeds in one lump sum or under
any other payment option.

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 a 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 equal:

o    the death benefit amount  determined  according to the death benefit option
     selected; plus

o    any  other  benefits  then  due  from  riders  to the  policy;  minus o the
     outstanding  loan, if any, and accrued loan  interest;  minus

o    any overdue monthly deductions if the Insured dies during a Grace Period.

Death Benefit Options

You may select from two death benefit
options. They are:

Level Death Benefit Option I.

o    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.


<PAGE>

Increasing Death Benefit Option II.

o    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
increase 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.

Under 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 may be based on the Attained Ages, sex and rate class of the Insured.
A table of the applicable factors is located in the policy.

The two tax qualification options are:

o    Guideline Premium/Cash Value Corridor Test.

o    Cash Value Accumulation Test.

Once you have selected the tax qualification  option for your policy, it may not
be changed

Changes in Death Benefit Options

If you have  selected  the Level  Death  Benefit  Option  you may  change to the
Increasing  Death Benefit Option.  You may also change from the Increasing 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  Increasing
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 reserve the
right to decline to make such a change if it would  reduce the Face Amount below
the minimum Face Amount.


<PAGE>



If you request a change from the  Increasing  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 Life Insurance Proceeds remain
the same on the date the change takes effect.

Once approved,  we will issue new policy  information pages and attach a copy of
your application for change. We reserve the right to decline to make any changes
that we  determine  would cause the policy to fail to qualify as life  insurance
under our interpretation of the Code.

The change will take effect on the next Monthly  Anniversary that coincides with
or next follows the date we approve your request.

Changes in Face Amount

At any time after the first policy  anniversary while the policy is in force you
may  request  a change  in the Face  Amount.  We will not make a change  in Face
Amount that causes  your policy to fail to qualify as life  insurance  under the
Code

Increases in Face Amount. Any request for an increase:

o    Must be for at least $10,000.

o    May not be  requested  in the same  Policy  Year as another  request for an
     increase.

o    May not be requested after the Insured is Attained Age 85.

A written application must be submitted to our Administrative  Office along with
satisfactory  evidence  of  insurability.  You must  return the policy so we can
amend it to reflect  the  increase.  The  increase  in Face  Amount  will become
effective on the Monthly  Anniversary on or next following the date the increase
is approved,  and the Account Value will be adjusted to the extent  necessary to
reflect a monthly  deduction as of the  effective  date based on the increase in
Face Amount.

Decreases in Face Amount. Any request for a decrease:

o    Must be at least $5,000.

o    Must not  cause the Face  Amount  after  the  decrease  to be less than the
     minimum Face Amount at which we would issue a policy.

o    And, during any one of the first five (5) Policy Years, the Face Amount may
     not be decreased  by more than 10% of the initial Face Amount.  If the Face
     Amount is  decreased  during the first 14 Policy  Years or within 14 Policy
     Years of an increase in Face Amount, a surrender charge may be applicable.

Consequences  of a Change in Face Amount.  Both  increases and decreases in Face
Amount may impact the surrender charge. In addition,  an increase or decrease in
Face  Amount  may  impact  the  status  of the  policy as a  modified  endowment
contract.


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 surrenders or a surrender.

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 loan you
may take.

o    Maximum Loan Amount

After the First  Policy Year -- The maximum  loan amount is 90% of your Net Cash
Surrender Value.

How to  request  a loan.  You must  submit a written  request  for a loan to the
Administrative  Office.  Loans will be  processed  as of the date we receive the
request at our  Administrative  Office.  Loan proceeds generally will be sent to
you within seven days.

Interest.  We charge interest daily on any outstanding loan at a declared annual
rate not in excess of 8%. The maximum net cost (the difference  between the rate
of interest we charge on loans and the amount we credit on the equivalent amount
held in the Loan Account) of a loan is 2% per year.  Interest is due and payable
at the end of each Policy Year while a loan is  outstanding.  If interest is not
paid when due,  the amount of the interest is added to the loan and becomes part
of the outstanding loan.

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
on a pro  rata  basis.  We  transfer  this  amount  to the Loan  Account  in the
Guaranteed Account.

When a loan is repaid, an amount equal to the repayment will be transferred from
the Loan Account to the  subaccounts  and Guaranteed  Account in accordance with
your allocation percentages in effect at the time of repayment.


<PAGE>



Effect of a Loan. A 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 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 loan is outstanding,  the
outstanding loan will be deducted in calculating the Life Insurance Proceeds.

If the  outstanding  loan  exceeds  the  Cash  Surrender  Value  on any  Monthly
Anniversary,  the policy will be in default.  We will send you, and any assignee
of record,  notice of the default. You will have a 61-day Grace Period to submit
a sufficient  payment to avoid  termination.  The notice will specify the amount
that must be repaid to prevent termination

Outstanding Loan. The outstanding loan on a Valuation Date equals:

o    All loans that have not been  repaid  (including  past due unpaid  interest
     added to the loan), plus

o    accrued interest not yet due.

Loan Repayment.  You may repay all or part of your  outstanding loan at any time
while the Insured is living and the policy is in force.  Loan repayments must be
sent to our Administrative Office and will be credited as of the date received.

Partial Surrender

Requirements for Partial Surrender.

We will not allow a partial surrender during the first Policy Year or during the
first 12 months  following  an increase in Face  Amount.  We limit the number of
partial surrenders you may make to two per year. We may limit the minimum amount
of partial surrenders.

o    Maximum Partial Surrender Amount -- Up to a maximum of 90% of your policy's
     Net Cash Surrender Value except that the partial surrender must be at least
     $500 and may not cause the Face Amount to be less than the required minimum
     Face Amount.


<PAGE>

How to request a partial surrender.

In order to make a partial  surrender  you must submit a written  request to our
Administrative  Office.  We  will  reduce  your  Account  Value  by the  partial
surrender  amount  plus any  applicable  charges.  When you  request  a  partial
surrender, you may direct us to take the requested amount from any subaccount or
from the Guaranteed  Account.  If the Guaranteed  Account or subaccount value is
insufficient to withdraw the amount  requested,  we will withdraw the difference
from the  remaining  subaccounts  on a pro rata basis  unless you have  provided
specific instructions to withdraw the amount from one or several subaccounts.

We will process partial  surrender  requests at the price next computed after we
receive your written request at our Administrative Office. We will generally pay
partial surrenders within seven days.

Expenses for Partial Surrender.  We will deduct the applicable  surrender charge
on a partial  surrender.  This charge will be deducted  from your Account  Value
along with the amount requested to be surrendered and will be considered part of
the partial surrender (together, the "partial surrender amount").  Currently, we
assess a processing charge for each withdrawal of the lesser of $25 or 2% of the
amount surrendered.

Effect of Partial Surrender on Your Face Amount.  The Face Amount of your policy
will also be  reduced  by the  partial  surrender  amount if the  current  death
benefit option at the time of surrender is Option I.

We will  reduce the Face Amount by the amount of the  partial  surrender  in the
following order:

1.   The most recent increase in the Face Amount, if any, will be reduced first.

2.   The next most recent  increases  in the Face Amount,  if any,  will then be
     successively decreased.

3.   The initial Face Amount will then be decreased.

No partial  surrender  may be made that would  reduce the Face Amount  below the
minimum Face Amount.

If we issued the policy under a corporate owned arrangement, a partial surrender
will be applied pro rata over all Insureds under the policy.

Partial surrenders from your policy may have tax consequences.

Surrendering the Policy for Net Cash Surrender Value

You may  surrender  your  policy in full at any time for its Net Cash  Surrender
Value by  submitting a written  request to our  Administrative  Office.  We will
require return of the policy.  A surrender  charge may apply.  We will process a
surrender  request  as of the  date we  receive  your  written  request  and all
required  documents.  Your surrender request generally will be paid within seven
days. The Net Cash Surrender  Value may be taken in one sum or it may be applied
to a payment  option.  Your policy will terminate and cease to be in force if it
is surrendered for one sum. It cannot later be reinstated.


                          Payment Options for Benefits


The policy offers 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.


                             Expenses of the Policy


Periodically,  we will deduct  expenses  related to your policy.  We will deduct
these:

o    from premium, Account Value and from subaccount assets; and

o    upon certain transactions.

The amount of these  expenses are described in your policy as either  guaranteed
or current.  We will never charge more than the guaranteed amount. We may in our
discretion deduct on a current basis less than the guaranteed amount.

Deduction From Premium

Deduction  from Premium -- From each premium we will deduct state premium taxes,
federal deferred acquisition cost ("DAC") taxes, and sales charges, if any.

We deduct for premium taxes at an explicit percent of premium equal to state and
local tax rates  based on the  Insured's  place of  residence.  A typical  state
premium tax is in the range of 2% to 3.5% of premium.

DAC taxes are also based on premium.  We will deduct DAC taxes from your Account
Value at the time premium is received at a rate equal to 1.00% of premium.

In place of the lump sum deduction described above for premium and DAC taxes, we
may offer optional methods of payment at the time you apply for a policy.


<PAGE>



We may deduct a sales  charge  from each  premium and we may also deduct a sales
charge from Account Value. A deduction from Account Value may be either in place
of a deduction from premium or in combination with a deduction from premium. The
total sales charge will never exceed 9% of premium.

The sales  charge  partially  compensates  Us for the  expense  of  selling  and
distributing the policy,  printing prospectuses,  preparing sales literature and
paying  for  other  promotional  activities.  Some of  these  expenses  or other
administrative  expenses  may be assumed by an employer or group  sponsor  under
some employer-owned,  trust-owned, or sponsored arrangements. If so, in our sole
discretion,  we may offer the  policy  with no sales  charge or a reduced  sales
charge.


<PAGE>



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 charges on each Monthly Anniversary for:

o    The administration of your policy.

o    The cost of insurance for your policy.

o    The acquisition and underwriting costs of your policy.

o    The cost associated with Mortality and Expense risk charges.

o    The cost of supplemental benefits and riders.

Administrative  Charge.  This charge compensates us for administrative  expenses
associated  with the  policy.  These  expenses  relate to  premium  billing  and
collection,  record keeping, processing claims, loans, policy changes, reporting
and overhead costs,  processing  applications and  establishing  policy records.
This  charge  will be no more than $10 per month for all  Policy  Years.  We may
reduce this charge.  There may be an additional  monthly  administrative  charge
during the first  Policy Year and the 12 months after an increase in Face Amount
per Insured. This charge will not exceed $25 a month per Insured.

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.

Net Amount at Risk

The Net Amount at Risk is calculated as (a) minus (b) where:

a.   is the current  Death  Benefit  Amount at the beginning of the policy month
     divided by 1.0032737; and

b.   is the current total Account Value.



<PAGE>



However, if the Death Benefit Amount is a percentage of the Account Value of the
Policy, then the Net Amount at Risk is the Death Benefit Amount minus the amount
in the Account Value of the Policy at that time.

Rate Classes for Insureds.  We currently rate Insureds in one of following basic
rate classifications based on our underwriting:

o    nonsmoker;

o    smoker;

o    substandard for those involving a higher mortality risk

o    Unismoke/Unisex

At our discretion we may offer this policy on a guaranteed issue basis.

We place the  Insured  in a rate  class  when we issue the  policy  based on our
underwriting determination. This original rate class applies to the initial Face
Amount.  When an increase in Face Amount is requested,  we conduct  underwriting
before  approving  the increase  (except as noted below) to determine  whether a
different  rate  class  will  apply to the  increase.  If the rate class for the
increase has a lower  guaranteed  cost of insurance rates than the original rate
class,  the rate class for the increase also will be applied to the initial Face
Amount.  If the rate  class for the  increase  has a higher  guaranteed  cost of
insurance  rates than the original  rate class,  the rate class for the increase
will apply only to the increase in Face Amount, and the original rate class will
continue to apply to the initial Face Amount.

If there have been  increases in the Face Amount,  we may use different  cost of
insurance rates for the increased  portions of the Face Amount.  For purposes of
calculating  the  cost of  insurance  charge  after  the  Face  Amount  has been
increased,  the Account  Value will be applied to the initial  Face Amount first
and then to any subsequent  increases in Face Amount. If at the time an increase
is  requested,  the  Account  Value  exceeds  the  initial  Face  Amount (or any
subsequently  increased Face Amount) divided by 1.0032737,  the excess will then
be applied to the  subsequent  increase  in Face  Amount in the  sequence of the
increases.

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 Life  Insurance  Proceeds.  The  Attained Age and rate class for
such increase will be the same as that used for the most recent increase in Face
Amount  (that has not been  eliminated  through a  subsequent  decrease  in Face
Amount).

The  guaranteed  cost of insurance  charges at any given time for a  substandard
policy with flat extra charges will be based on the  guaranteed  maximum cost of
insurance rate for the policy (including table rating multiples, if applicable),
the  current  Net  Amount at Risk at the time the  deduction  is made,  plus the
actual dollar amount of the flat extra charge.


<PAGE>




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 and persistency experience. These rates may change from time
to time. In our discretion, the current charge may be increased in any amount up
to the maximum guaranteed charge shown in the table.

Cost of  insurance  rates  (whether  guaranteed  or current) for an Insured in a
nonsmoker  risk class are generally  lower than rates for an Insured of the same
age and sex in a smoker risk class. Cost of insurance rates (whether  guaranteed
or  current)  for an Insured in a nonsmoker  or smoker risk class are  generally
lower than rates for an Insured of the same age and sex and smoking  status in a
substandard risk class.

Legal Considerations  Relating to Sex-Distinct Premiums and Benefits.  Mortality
tables for the policy  generally  distinguish  between males and females.  Thus,
premiums and benefits  under the policy  covering  males and females of the same
age will generally differ.

We do,  however,  also  offer the  policy  based on unisex  mortality  tables if
required by state law. Employers and employee organizations considering purchase
of a policy should consult their legal advisers to determine whether purchase of
a policy based on sex-distinct  actuarial tables is consistent with Title VII of
the Civil Rights Act of 1964 or other applicable law. Upon request, we may offer
the policy with unisex mortality tables to such prospective purchasers.

Acquisition Expense. 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.


Deduction From Subaccount Assets

Mortality  and Expense Risk  Charge.  We deduct a daily charge from your Account
Value in the subaccounts for assuming certain  mortality and expense risks under
the  policy.  This  charge  does not apply to the  amounts  you  allocate to the
Guaranteed  Account.  The  current  charge is at an annual  rate of 0.50% of net
assets.  The  guaranteed  charge is at an annual rate of 1.00% of the subaccount
assets.  Although,  the  charge  may be  increased  or  decreased  at  the  sole
discretion  of the  Company,  it is  guaranteed  not to exceed an annual rate of
1.00% of your Account Value in the subaccounts for the duration of a policy.

The  mortality  risk we assume is that the Insured under a policy may die sooner
than  anticipated,  and  therefore  we  will  pay an  aggregate  amount  of 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.


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) 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 14 Policy Years, we may deduct a surrender  charge based
on the initial Face Amount. If a policy is surrendered or there is a decrease in
Face Amount  within 14 years after an increase in Face Amount,  we will deduct a
surrender charge based on the 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
premiums  you pay. 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 underwriting class; and

3.   is a factor based on the Policy Year when the surrender occurs as described
     in the following table:

                                                    Policy
                                                      Year            Factor

                                                       1               100%
                                                       2               100%
                                                       3               100%
                                                       4               100%
                                                       5               100%
                                                       6                90%
                                                       7                80%
                                                       8                70%
                                                       9                60%
                                                       10               50%
                                                       11               40%
                                                       12               30%
                                                       13               20%
                                                       14               10%
                                                      15+               0%



<PAGE>



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. An increase in
Face Amount of the policy may result in an  additional  surrender  charge during
the 14 Policy Years immediately following the increase. The additional surrender
charge  period will begin on the  effective  date of the  increase.  If the Face
Amount of the policy is reduced before the end of the 14th Policy Year or within
14 years immediately  following a Face Amount increase, we may also deduct a pro
rata  share  of  any  applicable  surrender  charge  from  your  Account  Value.
Reductions  will first be applied  against the most recent  increase in the Face
Amount of the  policy.  They will then be  applied  to prior  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.

Partial Surrender Charge. We may deduct a partial surrender charge:

o    upon a partial surrender; and

o    if you decrease your policy's Face Amount.

We deduct the partial  surrender  charge from the  subaccounts or the Guaranteed
Account  in the same  proportion  as we  deduct  the  amounts  for your  partial
surrender.

Partial  Surrender  Charge Due to 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  Surrender  Administrative  Charge.  We  reserve  the right to deduct an
administrative  charge  upon a  partial  surrender  of up to $25 or 2% of amount
surrendered, whichever is less.

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 our officers,  directors and employees,  those of
an  affiliate,  or any  individual,  firm,  or a company  that has  executed the
necessary  agreements to sell the policy,  and members of the immediate families
of such  officers,  directors,  and  employees,  we may reduce or eliminate  the
surrender  charge.  Any  variation in charges  under the policy,  including  the
surrender  charge,  administrative  charge or mortality and expense risk charge,
will  reflect  differences  in  costs  or  services  and  will  not be  unfairly
discriminatory.


<PAGE>



Other Policy Provisions

Right to Exchange

You may exchange 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; or

b.   within 24 months of any increase in Face Amount of the policy; or

c.   within 60 days of the effective date of a material change in the investment
     policy  of a  subaccount,  or within  60 days of the  notification  of such
     change,  if later.  In the event of such a change,  we will  notify you and
     give you information on the options available.

When an exchange 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 new policy. The Face Amount
in effect at the time of the exchange will remain unchanged. The effective date,
Issue Date and issue age of the  Insured  will remain  unchanged.  The Owner and
Beneficiary are the same as were recorded immediately before the exchange.

Limits on our Rights to Contest the Policy

Incontestability.  We will not  contest  the  policy  after it has been in force
during the Insured's lifetime for two years from the Issue Date. Any increase in
the Face Amount will be  incontestable  with respect to  statements  made in the
evidence of insurability  for that increase after the increase has been in force
during the life of the  Insured for two years  after the  effective  date of the
increase.

Suicide Exclusion.  If the Insured commits suicide (while sane or insane) within
two years (unless  otherwise  specified by state law) after the Issue Date,  our
liability will be limited to the payment of a single sum. This sum will be equal
to the  premiums  paid,  minus any loan and  accrued  loan  interest,  minus any
partial  surrender,  and minus the cost of any riders attached to the policy. If
the Insured  commits  suicide  (while sane or insane)  within two years  (unless
otherwise specified by state law) after the effective date of an increase in the
Face Amount,  then our liability as to the increase in amount will be limited to
the payment of a single sum equal to the monthly  cost of  insurance  deductions
made for such increase plus the expense charge deducted for the increase.

Changes in the Policy or Benefits

Misstatement of Age or Sex. If an Insured's age or sex has been misstated in the
policy, the Life Insurance Proceeds and any benefits provided by riders shall be
those which would be purchased at the then current cost of insurance  charge for
the correct age and sex.

Other  Changes.  At any time we may  make  such  changes  in the  policy  as are
necessary  to  assure  compliance  at all  times  with  the  definition  of life
insurance  prescribed by the Code or to make the policy  conform with any law or
regulation issued by any government agency to which it is subject.

When Proceeds Are Paid

We will ordinarily pay any 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 are  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  Variable  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
     Securities  and  Exchange  Commission,   or  the  Securities  and  Exchange
     Commission declares that an emergency exists; or

2.   the Securities  and Exchange  Commission by order permits  postponement  of
     payment for your protection.

In addition we may delay making deductions from the Guaranteed Account.

As to amounts allocated to Our Guaranteed  Account,  We may defer payment of any
surrender or loan amount for up to six months after We receive a request for it.
We will  allow  interest,  at a rate of at  least  4% a  year,  on any Net  Cash
Surrender Value payment derived from Our Guaranteed Account that We defer for 10
days or more after We receive a request for it.


<PAGE>



Reports to Owners


You will receive a confirmation within seven days of the transaction of:

     o    the receipt of any premium;

     o    any change of allocation of premiums;

     o    any transfer between subaccounts;

     o    any loan, interest repayment, or loan repayment;

     o    any partial surrender;

     o    any return of premium  necessary  to comply  with  applicable  maximum
          receipt of any premium payment;

     o    any exercise of your right to cancel;

     o    an exchange of the policy;

     o    full surrender of the policy.

Within  30 days  after  each  policy  anniversary  we will  send  you an  annual
statement.  The  statement  will  show the  Life  Insurance  Proceeds  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.

Assignment

You may assign the policy in accordance with its terms on a form provided by us.
We will not be deemed to know of an assignment  unless we receive a copy of this
assignment form at our  Administrative  Office. We assume no responsibility  for
the validity or  sufficiency  of any  assignment.  Any assignment or pledge of a
modified  endowment  contract as  collateral  for a loan may result in a taxable
event.


<PAGE>



Reinstatement

If the policy has ended without value,  you may reinstate  policy benefits while
the Insured is alive if you:

     1.   Request  reinstatement  of policy  benefits within three years (unless
          otherwise specified by state law) from the end of the Grace Period;

     2.   Provide evidence of insurability satisfactory to Us;

     3.   Make a payment of an amount  sufficient to cover (i) the total monthly
          administrative  charges from the  beginning of the Grace Period to the
          effective  date of  reinstatement;  (ii) total monthly  deductions for
          three months, calculated from the effective date of reinstatement; and
          (iii) the premium expense charge and any increase in surrender charges
          associated  with this  payment.  We will  determine the amount of this
          required  payment as if no interest  or  investment  performance  were
          credited to or charged against your Account Value; and

     4.   Repay or  reinstate  any loan  which  existed  on the date the  policy
          ended.

     The effective date of the reinstatement of policy benefits will be the next
     Monthly  Anniversary  which  coincides  with or next  follows  the  date we
     approve your request.  From the required payment we will deduct the premium
     expenses.  The Account  Value,  loan and surrender  charges that will apply
     upon reinstatement will be those that were in effect on the date the policy
     lapsed.

     We will start to make monthly  deductions again as of the effective date of
     reinstatement.  The monthly  expense charge from the beginning of the Grace
     Period to the  effective  date of  reinstatement  will be deducted from the
     Account Value as of the effective date of  reinstatement.  No other charges
     will accrue for this period.


<PAGE>


Performance Information

From time to time we may  advertise the "total  return" and the "average  annual
total  return" of the  subaccounts  and the  portfolios.  Both total  return and
average  total  return  figures  are based on  historical  earnings  and are not
intended to indicate future performance.

"Total  Return" for a portfolio  refers to the total of the income  generated by
the portfolio net of total portfolio  operating  expenses plus capital gains and
losses, realized or unrealized. "Total Return" for the subaccounts refers to the
total of the income generated by the portfolio net of total portfolio  operating
expenses  plus  capital  gains  and  losses,  realized  or  unrealized,  and the
mortality and expense risk charge.  "Average  Annual Total Return"  reflects the
hypothetical  annually  compounded  return  that  would have  produced  the same
cumulative return if a portfolio's or subaccount's performance had been constant
over the entire period.  Because average annual total returns tend to smooth out
variations  in the  return  of the  portfolio,  they are not the same as  actual
year-by-year results.

The  performance  information  set forth in Appendix 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  and assumes  reinvestment  of  dividends  and
distributions.  The performance results do not reflect: monthly deductions; cost
of  insurance;  surrender  charges;  sales  loads;  mortality  and expense  risk
charges;  DAC taxes; and any state or local premium taxes. If these charges were
included, the total return figures would be lower.

Performance  information may be compared, in reports and promotional literature,
to: (i) the Standard & Poor's 500 Stock Index ("S&P 500"),  Dow Jones Industrial
Average  ("DJIA"),  Shearson  Lehman  Aggregate  Bond  Index or other  unmanaged
indices so that  investors  may compare the  subaccount  results with those of a
group of unmanaged  securities widely regarded by investors as representative of
the securities  markets in general;  (ii) other groups of variable life separate
accounts or other investment products tracked by Lipper Analytical  Services,  a
widely  used  independent  research  firm  which  ranks  mutual  funds and other
investment products by overall performance,  investment objectives,  and assets,
or tracked by other  services,  companies,  publications,  or  persons,  such as
Morningstar,  Inc., who rank such investment  products on overall performance or
other  criteria;  or (iii) the Consumer Price Index (a measure for inflation) to
assess the real rate of return from an investment in the  subaccount.  Unmanaged
indices may assume the  reinvestment  of dividends  but generally do not reflect
deductions for administrative and management costs and expenses.

We may provide in advertising, sales literature,  periodic publications or other
materials  information on various  topics of interest to Owners and  prospective
Owners. These topics may include the relationship between sectors of the economy
and the  economy  as a whole  and its  effect  on  various  securities  markets,
investment  strategies and techniques (such as value  investing,  market timing,
dollar cost  averaging,  asset  allocation,  constant ratio transfer and account
rebalancing),  the advantages and disadvantages of investing in tax-deferred and
taxable investments,  customer profiles and hypothetical purchase and investment
scenarios,  financial management and tax and retirement planning, and investment
alternatives  to  certificates  of  deposit  and  other  financial  instruments,
including  comparisons  between the policy and the characteristics of and market
for such financial instruments.

Total  return  data may be  advertised  based  on the  period  of time  that the
portfolios  have been in  existence.  The  results  for any period  prior to the
policy being offered will be calculated as if the policy had been offered during
that period of time,  with all  charges  assumed to be those  applicable  to the
policy.  Performance  information  for any  subaccount in any  advertising  will
reflect only the  performance  of a  hypothetical  investment in the  subaccount
during  the  particular  time  period  on  which  the  calculations  are  based.
Performance  information  should  be  considered  in  light  of  the  investment
objectives and policies,  characteristics  and quality of the portfolio in which
the subaccount  invests and the market  conditions during the given time period,
and should not be considered as a representation  of what may be achieved in the
future.  Actual returns may be more or less than those shown in any  advertising
and will depend on a number of factors,  including the investment allocations by
an Owner and the different investment rates of return for the portfolios.


<PAGE>



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 adviser to discuss these risks.

The Company

We are  taxed as a life  insurance  company  under  the Code.  For  federal  tax
purposes,  the Separate  Account and its operations are considered to be part of
our operations and are not taxed separately.

Diversification and Investor Control

The  Code  requires  that  we  diversify  the  investments  underlying  variable
insurance  contracts.  If the investments  are not properly  diversified and any
remedial  period has passed,  Section 817(h) of the Code provides in general the
contract is immediately disqualified from treatment as a life insurance contract
for  federal  income  tax  purposes.  Disqualification  of the  policy as a life
insurance  contract  would  result in taxable  income to you at the time that we
allocate any earnings to your policy.  You would have taxable income even though
you have not received any payments under the policy.


<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.

Alternatively, the diversification requirements may be met for each if:

o    no more  than 55% of the  value of the total  assets  of the  portfolio  is
     represented by any one investment; and,

o    no more  than 70% of the  value of the total  assets  of the  portfolio  is
     represented by any two investments; and,

o    no more  than 80% of the  value of the total  assets  of the  portfolio  is
     represented by any three investments; and,

o    no more  than 90% of the  value of the total  assets  of the  portfolio  is
     represented by any four investments.

There are several ways for investments to meet the diversification requirements.
Generally, each United States government agency or instrumentality is treated as
a separate issuer under these rules.

All securities of the same issuer are generally treated as a single investment.

We intend that each portfolio in which the subaccounts invest will be managed by
its investment adviser in compliance with these diversification requirements.

A variable life  insurance  policy could fail to be treated as a life  insurance
contract  for tax  purposes if the owner of the policy has such control over the
investments  underlying the policy (e.g., by being able to transfer values among
subaccounts with only limited  restrictions) so as to be considered the owner of
the underlying  investments.  There is some uncertainty on this point because no
guidelines have been issued by the Treasury  Department.  If and when guidelines
are issued,  we may be required to impose  limitations on 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,  we
believe  that such a policy  should meet the Section 7702  definition  of a life
insurance contract.

With respect to a policy that is issued on a substandard  basis (i.e., a premium
class involving higher than standard  mortality risk),  there is less certainty,
in particular as to how the mortality and other expense  requirements of Section
7702 are to be applied in determining whether such a policy meets the definition
of a life  insurance  contract set forth in Section 7702.  Thus, it is not clear
that such a policy would satisfy Section 7702,  particularly if you pay the full
amount of premiums permitted under the policy.

If  subsequent  guidance  issued under  Section 7702 leads us to conclude that a
policy does not (or may not) satisfy Section 7702, we will take  appropriate and
necessary steps for the purpose of bringing the policy into  compliance,  but we
can give no  assurance  that it will be  possible  to achieve  that  result.  We
expressly reserve the right to restrict policy transactions if we determine such
action to be necessary to qualify the policy as a life insurance  contract 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 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.


<PAGE>



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.

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.


<PAGE>



Modified Endowment Contracts

o    The  rules  change if the  policy is  classified  as a  modified  endowment
     contract  ("MEC").  The policy  could be  classified  as a MEC if  premiums
     substantially in excess of scheduled premiums are paid or a decrease in the
     face amount of  insurance is made (or a rider  removed).  The addition of a
     rider or an  increase in the face  amount of  insurance  may also cause the
     policy to be  classified  as a MEC.  The rules on whether a policy  will be
     treated as a MEC are very  complex  and cannot be fully  described  in this
     summary.  You should consult a qualified tax adviser to determine whether a
     policy transaction will cause the policy to be classified as a MEC. We will
     monitor your policy and will take steps reasonably  necessary to notify you
     on a timely basis if your policy is in jeopardy of becoming a MEC.

o    If the policy is  classified  as a MEC,  then amounts you receive under the
     policy before the insured's  death,  including loans and  withdrawals,  are
     included  in income to the  extent  that the cash  value  before  surrender
     charges  exceeds the premiums paid for the policy,  increased by the amount
     of any loans  previously  included  in income,  and  reduced by any untaxed
     amounts  previously  received other than the amount of any loans excludable
     from income. An assignment of a MEC is taxable in the same way. These rules
     also apply to pre-death  distributions,  including  loans,  made during the
     two-year period before the time that the policy became a MEC.

o    Any taxable income on pre-death  distributions  (including full surrenders)
     is subject to a penalty  of 10% unless the amount is  received  on or after
     age 59 1/2, on account of your becoming  disabled or as a life annuity.  It
     is presently  unclear how the penalty tax provisions  apply to the Policies
     owned by businesses.

o    All MECs issued by us to you during the same calendar year are treated as a
     single policy for purposes of applying these rules.


<PAGE>



Interest  on Loans.  Except in special  circumstances,  interest  paid on a loan
under a policy which is owned by an individual  is treated as personal  interest
under the Code and thus will not be tax deductible.  In addition,  the deduction
of interest  that is incurred on any loan under a policy owned by a taxpayer and
covering the life of any  individual  who is an officer or employee of or who is
financially  interested in the business  carried on by that taxpayer may also be
subject to certain  restrictions  set forth in Section  264 of the Code.  Before
taking a loan,  you should consult a tax adviser as to the tax  consequences  of
such a loan.  (Also  Section 264 of the Code may preclude  business  owners from
deducting premium payments.)

Policy Exchanges and Modifications. Depending on the circumstances, the exchange
of a policy, a change in the death benefit option, a loan, a partial  surrender,
a surrender,  a change in  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.

Generation Skipping Transfer Tax. A transfer of the policy or the designation of
a Beneficiary  who is either 37 1/2 years younger than the Owner or a grandchild
of the Owner may have generation skipping transfer tax consequences.

Contracts  Issued in  Connection  With Tax  Qualified  Pension  Plans.  Prior to
purchase of a policy in connection with a qualified plan, you should examine the
applicable  tax rules  relating to such plans and life  insurance  thereunder in
consultation with a qualified tax adviser.

Possible Charge for the Company's Taxes

At the present  time,  we do not deduct any charges for any federal,  state,  or
local  income  taxes.  However,  we do  currently  deduct  charges for state and
federal premium based taxes and the federal DAC tax. We reserve the right in the
future to deduct a charge for any such tax or other  economic  burden  resulting
from  the  application  of  the  tax  laws  that  we  determine  to be  properly
attributable to the Separate Account or to the policy.


Distribution of the Policy



The  policy  is sold by  licensed  insurance  agents,  where the  policy  may be
lawfully sold, who are registered  representatives  of broker-dealers  which are
registered  under the  Securities  Exchange  Act of 1934 and are  members of the
National Association of Securities Dealers, Inc.

The  policy  will be  distributed  through  the  principal  underwriter  for the
Separate Account,  AIG Equity Sales Corp.  ("AIGESC") 70 Pine Street,  New York,
New York,  an affiliate of ours.  AIGESC may also enter into selling  agreements
with other broker dealers that will offer the policy.

Commissions may be paid to registered representatives based on premiums paid for
Policies sold. Other expense reimbursements,  allowances, and overrides may also
be  paid.   Registered   representatives  who  meet  certain   productivity  and
profitability standards may be eligible for additional compensation.  Additional
payments may be made for  administrative  or other services not directly related
to the sale of the Policies.

Other Policies Issued by the Company

The Company may offer other policies similar to those offered herein.


<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 initially organized
under the laws of Pennsylvania  and reorganized  under the laws of Delaware.  We
were incorporated in 1962. We provide a full range of individual and group life,
disability,  accidental death and dismemberment policies and annuities. We are a
subsidiary of American International Group, Inc., which is a holding company for
a number of companies engaged in the international insurance business, both life
and general, in approximately 130 countries and jurisdictions around the world.




<PAGE>



The Separate Account

We established the Separate Account as a separate  investment account on June 5,
1986.  It is used to  support  the  policy  and other  variable  life  insurance
policies,  and 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 Separate Account may include other  subaccounts  which are not
available under the policy.

Income, gains and losses,  realized or unrealized,  of a subaccount are credited
to or charged against the subaccount  without regard to any of our other income,
gains or losses.  Assets equal to the reserves  and other  contract  liabilities
with respect to each subaccount are not chargeable with liabilities  arising out
of any of our other  businesses or separate  accounts.  If the assets exceed the
required  reserves  and other  liabilities,  we may  transfer  the excess to our
general account. We are obligated to pay all benefits provided under the policy.

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 counsel.


<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
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.

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.


<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 years.  All officers have been  affiliated with the company during
the past five years unless otherwise indicated.

                                                     Principal Business
                                                     Affiliations and
                                                     Principal Occupations
Name and Address            Office                   During Past Five Years

Michele L. Abruzzo          Director, Senior Exec.   Senior Vice President
80 Pine Street              Vice President
13th Floor
New York, NY 10005

James A. Bambrick           Senior Vice President,   Senior Vice President, A&H
One Alico Plaza             Chief Operations         Division
600 King Street             Officer
Wilmington, DE  19801

Paul S. Bell                Director,  Senior Vice   Senior Vice President
One Alico Plaza             President, Chief         Actuary
600 King Street             Actuary
Wilmington DE 19801

Maurice R. Greenberg        Director                 Director, Chairman and
70 Pine Street                                       Chief Executive Officer of
New  York, NY  10270                                 AIG, Inc.

Edward Easton Matthews      Director, Senior         Vice Chairman Investments
70 Pine Street              Vice President           and Financial Services,
New York, NY  10270                                  AIG, Inc.

Jerome Thomas Muldowney     Director,                Senior Managing Director of
175 Water Street            Senior Vice              AIG Global Investment Corp.
New York, NY  10038         President

Robinson K. Nottingham      Director, Chairman       Chairman of the Board and
70 Pine Street              of the Board             Chief Executive Officer of
New York, NY  10270                                  American International Life
                                                     Insurance Company (ALICO)




<PAGE>



John Oehmke                 Chief Financial          Regional Vice President,
One Alico Plaza             Officer,                 Controller American
600 King Street             Vice President           International Companies,
Wilmington, DE  19801                                Japan and Korea

Nicholas A. O'Kulich        Director, Vice           Vice President, Senior Vice
70 Pine Street              Chairman, Treasurer      President, 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,
                                                     AIG, Inc.

Edmund Sze-Wing Tse         Director                 Vice Chairman, Life
AIA Bldg.                                            Insurance, AIG, Inc.
70 Pine Street
New York, NY  10270

Elizabeth M. Tuck           Secretary                Secretary and Assistant
70 Pine Street                                       Secretary of AIG, Inc., and
New York, NY  10270                                  certain affiliates

Kenneth D. Walma            Vice President,          Assistant Secretary,
One Alico Plaza             General Counsel          Associate General Counsel
600 King Street
Wilmington, DE  19801

Gerald Walter Wyndorf       Director, Chief          Executive Vice President
80 Pine Street              Executive Officer
13th Floor                  and President
New York, NY 10038





<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

The financial  statements  which appear in this  prospectus have been audited by
PricewaterhouseCoopers  LLP, independent certified public accountants, as stated
in its reports,  and have been  included in reliance  upon the authority of such
firm as experts in accounting and auditing.

Legal Matters

Legal matters  relating to the federal  securities laws are being passed upon by
the firm of Jorden Burt Boros  Cicchetti  Berenson & Johnson LLP of  Washington,
D.C.


<PAGE>



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.


<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,
1999 and 1998,  and the results of its operations and its cash flows for each of
the three years in the period  ended  December  31,  1999,  in  conformity  with
accounting  principles  generally accepted in the United States. 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
auditing standards  generally accepted in the United States,  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 3, 2000


<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, 1999, 1998 AND 1997




<PAGE>



                           AIG LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                                 (in thousands)

<TABLE>

                                                                         December 31,            December 31,
                                                                            1999                     1998
<S>                                                                         <C>                   <C>
Assets

Investments and cash:
     Fixed maturities:
        Bonds available for sale, at market value                           $ 4,702,879           $ 4,238,045
        (cost: 1999 - $4,890,022; 1998 - $4,081,008)
     Equity securities:
        Common stock

        (cost: 1999-$892; 1998 - $901)                                            2,233                 2,410
      Non-redeemable preferred stock
      (cost: 1999 - $50,794; 1998 - $18,250)                                     49,377                19,338
Mortgage loans on real estate, net                                              345,253               468,342
Real estate, net of accumulated
 depreciation of $5,041 in 1999 and $4,351 in 1998                               12,543                13,002
Policy loans                                                                    643,815             1,010,969
Other invested assets                                                            77,845                81,916
Short-term investments                                                          222,677               163,704
Cash                                                                                 86                 4,788
                                                                       ----------------         -------------

    Total investments and cash                                                6,056,708             6,002,514


Amounts due from related parties                                                  5,465                17,330
Investment income due and accrued                                                93,183                94,029
Premium and insurance balances receivable                                        64,359                56,583
Reinsurance assets                                                               99,850                72,044
Deferred policy acquisition costs                                               220,672               167,840
Federal income tax receivable                                                     9,611                 4,207
Deferred income taxes                                                            63,568                     -
Separate and variable accounts                                                3,220,806             1,971,280
Other assets                                                                      5,363                 6,228
                                                                         --------------         -------------

                                    Total assets                            $ 9,839,585           $ 8,392,055
                                                                             ==========            ==========
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                      (in thousands, except share amounts)
<TABLE>

                                                                             December 31,           December 31,
                                                                               1999                     1998
<S>                                                                         <C>                     <C>
Liabilities

  Policyholders' funds on deposit                                           $ 4,612,363             $ 4,472,854
  Future policy benefits                                                      1,284,568               1,002,244
  Reserve for unearned premiums                                                  21,100                  21,468
  Policy and contract claims                                                    212,627                 200,193
  Reserve for commissions, expenses and taxes                                    19,390                  25,702
  Insurance balances payable                                                     60,642                  56,263
  Amounts due to related parties                                                  6,821                   4,119
  Deferred income taxes                                                               -                  56,519
  Separate and variable accounts                                              3,220,806               1,971,280
  Minority interest                                                               5,837                   5,987
  Other liabilities                                                              75,039                  59,189
                                                                          -------------             -----------


                                    Total liabilities                         9,519,193               7,875,818
                                                                            -----------             -----------
</TABLE>
<TABLE>
<S>                                                                               <C>                     <C>
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                                                             283,908                 236,521
  Accumulated other comprehensive income                                       (121,683)                121,549
                                                                            -----------            ------------

                                    Total capital funds                         320,392                 516,237
                                                                            -----------            ------------


Total liabilities and capital funds                                         $ 9,839,585             $ 8,392,055
                                                                             ==========              ==========
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME
                                 (in thousands)
<TABLE>


                                                                                 Years   ended   December 31,

                                                                       1999                  1998                  1997
                                                                  ------------             --------              -------
Revenues:
<S>                                                                <C>                     <C>                  <C>
  Premiums                                                         $   712,920             $  616,964           $ 437,650
  Net investment income                                                443,863                457,148             381,868
  Realized capital losses                                              (11,240)                  (334)             (3,025)
                                                                  -------------         -------------          ----------

                     Total revenues                                  1,145,543              1,073,778             816,493
                                                                    ----------             ----------            --------


Benefits and expenses:
  Benefits to policyholders                                            329,888                272,368             188,969
  Increase in future policy benefits
   and policyholders' funds on deposit                                 539,457                547,100             397,481
  Acquisition and insurance expenses                                   202,678                168,075             163,533
                                                                   -----------            -----------            --------

                    Total benefits and expenses                      1,072,023                987,543             749,983
                                                                    ----------            -----------            --------


Income before income taxes                                              73,520                 86,235              66,510
                                                                  ------------            -----------           ---------

Income taxes:
   Current                                                              15,055                 16,218              20,059
   Deferred                                                             10,884                 15,220               3,964
                                                                  ------------            -----------          ----------

      Total income taxes                                                25,939                 31,438              24,023
                                                                  ------------            -----------           ---------

Net income before minority interest                                     47,581                 54,797              42,487
Minority interest income                                                  (194)                  (163)               (128)
                                                                 --------------          -------------         ----------


Net income                                                         $    47,387            $    54,634           $  42,359
                                                                    ==========             ==========            ========
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>


                           AIG LIFE INSURANCE COMPANY
                           STATEMENTS OF CAPITAL FUNDS
                                 (in thousands)
<TABLE>


                                                                                   Years   ended   December 31,

                                                                       1999                 1998                  1997
<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               153,283              123,283
Capital contributions                                                        -                     -               30,000
                                                               ---------------       ---------------           ----------
Balance at end of year                                                 153,283               153,283              153,283
                                                                     ---------             ---------            ---------


Retained earnings

  Balance at beginning of year                                         236,521               181,887              139,528
  Net income                                                            47,387                54,634               42,359
                                                                    ----------            ----------           ----------

  Balance at end of year                                               283,908               236,521              181,887
                                                                     ---------             ---------            ---------


Accumulated other comprehensive income

 Balance at beginning of year                                          121,549               114,490               62,814
 Unrealized appreciation (depreciation) of
      investments - net of reclassification
      adjustments                                                     (374,203)               10,860               79,497
  Deferred income tax benefit (expense) on
      changes                                                          130,971                (3,801)             (27,821)
                                                                    ----------            ----------            ---------

  Balance at end of year                                              (121,683)              121,549              114,490
                                                                    ----------             ---------            ---------


               Total capital funds                                  $  320,392            $  516,237           $  454,544
                                                                     =========             =========            =========
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>

                                                                           Years  ended   December 31,
                                                                             1999               1998               1997
                                                                         ------------         -------            --------

<S>                                                                       <C>               <C>                <C>
Cash flows from operating activities:

 Net income                                                               $   47,387        $     54,634       $    42,359

 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                                                294,389             250,810           121,325
 Change in premiums and insurance balances
  receivable and payable -net                                                 (3,398)               (753)           (5,346)
 Change in reinsurance assets                                                (27,806)            (11,301)          157,710
 Change in deferred policy acquisition costs                                 (52,832)            (49,305)          (34,248)
 Change in investment income due and accrued                                     846              (8,894)           22,133
 Realized capital losses                                                      11,240                 334             3,025
 Change in current and deferred income taxes -net                              5,480               9,330             2,689
 Change in reserves for commissions, expenses and taxes                       (6,312)              9,599            13,243
 Change in other assets and liabilities - net                                 26,888             (61,575)           69,582
                                                                          ----------          -----------        ---------
         Total adjustments                                                   248,495             138,245           350,113
                                                                           ---------           ---------          --------
 Net cash provided by operating activities                                   295,882             192,879           392,472
                                                                           ---------           ---------          --------

Cash flows from investing activities:

 Cost of fixed maturities, at market, sold                                   564,697             282,756            23,816
 Cost of fixed maturities, at market, matured or redeemed                    318,833             340,435           153,963
 Cost of equity securities sold                                                1,032               1,039             3,676
 Cost of real estate sold                                                          -               2,585                 -
 Realized capital losses                                                     (11,240)              1,666             1,975
 Purchase of fixed maturities                                             (1,685,038)         (1,865,768)         (804,262)
 Purchase of equity securities                                               (33,567)            (18,559)           (1,750)
 Purchase of real estate                                                           -                (341)             (413)
 Mortgage loans granted                                                     (134,988)           (202,484)          (87,690)
 Repayments of mortgage loans                                                258,159              83,035            29,298
 Change in policy loans                                                      367,154             485,868           377,124
 Change in short-term investments                                            (58,973)            504,208          (567,876)
 Change in other invested assets                                             (23,336)            (11,706)            6,294
 Other - net                                                                  (2,826)            (27,908)           11,917
                                                                          ----------          -----------       ----------
  Net cash used in investing activities                                     (440,093)           (425,174)         (853,928)
                                                                            --------           ----------        ---------

Cash flows from financing activities:

 Change in policyholders' funds on deposit                                   139,509             231,951           430,808
  Proceeds from capital contribution                                               -                   -            30,000
                                                                      --------------    ----------------        ----------
   Net cash provided by financing activities                                 139,509             231,951           460,808
                                                                            --------          ----------         ---------

Change in cash                                                                (4,702)               (344)             (648)
Cash at beginning of period                                                    4,788               5,132             5,780
                                                                          ----------        ------------        ----------
Cash at end of period                                                  $          86       $       4,788       $     5,132
                                                                        ============        ============        ==========
</TABLE>

                 See accompanying notes to financial statements.
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                       STATEMENTS OF COMPREHENSIVE INCOME
                                 (in thousands)
<TABLE>

                                                                               Years  ended   December 31,

                                                                          1999                    1998               1997
                                                                    -----------------       ----------              ------

<S>                                                                   <C>                  <C>                 <C>
Comprehensive income

Net income                                                            $      47,387        $      54,634       $     42,359
                                                                       ------------         ------------        -----------
Other comprehensive income

Unrealized appreciation (depreciation) of
  investments - net of reclassification
  adjustments                                                              (374,203)              10,860             79,497
 Changes due to deferred income tax benefit
       (expense) on changes                                                 130,971               (3,801)          (27,821)
                                                                        -----------        -------------         ---------

  Other comprehensive income                                               (243,232)               7,059            51,676
                                                                         ----------        --------------        ---------

 Comprehensive income                                                   $  (195,845)        $     61,693        $   94,035
                                                                         ==========-         ===========         =========
</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 GAAP 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 current 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
          lives.  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 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 partnerships, which
          are recorded  using either the cost or the equity method  depending on
          the  type  of  partnership   and  the  Company's   related   ownership
          percentage.

     (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 for
          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 131 establishes  standards for the way the Company is required to
          disclose  information  about  its  operating  segments  in its  annual
          financial statements and selected information in its 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 was  effective  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  the
          Company   to  revise  its   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, 2001.

          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.  This  statement was
          effective for the year commencing January 1, 1999 and has been adopted
          herein.  SOP 97-3  did not have a  material  impact  on the  Company's
          results of operations, financial condition or liquidity.
<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.

2.   Investment Information

     (a)  Statutory Deposits: Securities with a carrying value of $2,540,000 and
          $2,448,000  were  deposited  by  the  Company  under  requirements  of
          regulatory authorities as of December 31, 1999 and 1998, respectively.

     (b)  Net  Investment  Income:  An analysis of net  investment  income is as
          follows (in thousands):

<TABLE>


                                                                                        Years ended  December 31,

                                                                                1999            1998              1997

<S>                                                                           <C>               <C>              <C>
        Fixed maturities                                                      $330,806          $284,267         $200,097
        Equity securities                                                        1,670               622               58
        Mortgage loans                                                          37,255            36,464           28,714
        Real estate                                                              2,253             2,406            2,254
        Policy loans                                                            55,832           120,927          148,555
        Cash and short-term investments                                          7,349             9,346            3,582
          Other invested assets                                                 15,141             8,015            2,380
                                                                             ---------         ---------        ---------
                  Total investment income                                      450,306           462,047          385,640
        Investment expenses                                                      6,443             4,899            3,772
                                                                             ---------         ---------        ---------

                  Net investment income                                       $443,863          $457,148         $381,868
                                                                               =======           =======          =======
</TABLE>


2.   Investment Information - (continued)

     (c)  Investment  Gains and Losses:  The net realized capital gains (losses)
          and change in unrealized  appreciation  (depreciation)  of investments
          for 1999,  1998 and 1997 are summarized  below (in  thousands):
<TABLE>

                                                                                        Years ended December 31,

                                                                                 1999              1998             1997
                                                                             ----------           -------          ------

    Realized (losses) gains on investments:
<S>                                                                          <C>            <C>             <C>
        Fixed maturities                                                     $ (11,100)     $          -    $          -
        Equity securities                                                           86                84            1,975
        Mortgage loans                                                               -            (2,000)          (5,000)
        Real estate                                                                  -             1,561                -
        Other invested assets                                                     (226)               21                -
                                                                           -----------         ---------     ------------
        Realized losses                                                      $ (11,240)         $   (334)       $  (3,025)
                                                                              ========           =======         =========

    Change in unrealized appreciation (depreciation) of investments:

          Fixed maturities                                                   $(344,180)         $( 1,131)        $ 77,422

        Equity securities                                                       (2,673)            1,203             (626)
          Other invested assets                                                (27,350)           10,788            2,701
                                                                             ----------          -------        ---------
        Change in unrealized appreciation
        (depreciation) of investments                                        $(374,203)          $10,860         $ 79,497
                                                                              -========           ======          =======
</TABLE>


          Proceeds from the sale of investments in fixed maturities during 1999,
          1998  and  1997  were  $564,697,000,  $282,756,000,  and  $23,816,000,
          respectively.

          During 1999,  1998 and 1997,  gross gains of  $8,603,000,  $0, and $0,
          respectively,   and  gross   losses  of   $19,703,000,   $0,  and  $0,
          respectively,   were  realized  on   dispositions  of  fixed  maturity
          investments.

          During  1999,  1998 and 1997,  gross  gains of $87,000,  $84,000,  and
          $1,975,000,  respectively,  and gross  losses of  $1,000,  $0, and $0,
          respectively, were realized on disposition of equity securities.

     (d)  Market  Value of  Fixed  Maturities  and  Unrealized  Appreciation  of
          Investments: At December 31, 1999 and 1998, unrealized appreciation of
          investments in equity  securities  (before  applicable taxes) included
          gross  gains  of  $3,635,000   and  $2,854,000  and  gross  losses  of
          $3,711,000 and $257,000, respectively.

          The amortized cost and estimated market values of investments in fixed
          maturities   at  December  31,  1999  and  1998  are  as  follows  (in
          thousands):
<TABLE>



                                                                               Gross            Gross        Estimated
        1999                                               Amortized        Unrealized       Unrealized       Market
        ----                                                 Cost              Gains           Losses         Value
                                                           --------         ----------       ----------      ---------
<S>                                                    <C>              <C>             <C>               <C>
          Fixed maturities:

          U.S. Government and government
              agencies and authorities                 $     54,114     $      10,611   $         549     $    64,176
          States, municipalities and

              political subdivisions                        298,831             8,474           2,777         304,528
          Foreign governments                                20,242               947             109          21,080
          All other corporate                             4,516,835            30,080         233,820       4,313,095
                                                          ---------       -----------        --------       ---------

        Total fixed maturities                           $4,890,022      $     50,112      $  237,255      $4,702,879
                                                          =========       ===========        ========       =========
</TABLE>
<PAGE>


2.  Investment Information - (continued)
    -----------------------------------
<TABLE>



                                                                               Gross            Gross        Estimated
        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>

     The  amortized  cost  and  estimated  market  value  of  fixed  maturities,
     available for sale at December 31, 1999, 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                                                $   320,364                $   310,060
        Due after one year through five years                                    1,431,252                  1,385,475
        Due after five years through ten years                                   1,788,798                  1,708,343
        Due after ten years                                                      1,349,608                  1,299,001
                                                                                ----------                  ---------

                                                                               $ 4,890,022                 $4,702,879
                                                                                 =========                  =========
</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, 1999 and 1998, the market value of the CMO
          portfolio  was  $577,112,000  and  $522,844,000,   respectively;   the
          estimated  amortized cost was  approximately  $586,925,000 in 1999 and
          $504,077,000   in  1998.   The  Company's  CMO  portfolio  is  readily
          marketable.  There  were no  derivative  (high  risk)  CMO  securities
          contained in the portfolio at December 31, 1999 and 1998.

     (f)  Fixed  Maturities  Below  Investment  Grade:  At December 31, 1999 and
          1998,  the  fixed  maturities  held by the  Company  that  were  below
          investment  grade had an aggregate  amortized cost of $368,018,000 and
          $344,609,000,   respectively,   and  an  aggregate   market  value  of
          $326,989,000 and $327,217,000, respectively.

     (g)  Non-income   Producing  Assets:   Non-income   producing  assets  were
          insignificant.

<PAGE>


2.  Investment Information - (continued)

     (h)  Investments  Greater than 10% Equity:  The market value of investments
          in the following companies exceeded 10% of the Company's total capital
          funds at December 31, 1999 (in thousands):

        Bankers Trust                                                 $  35,126
        Camden Property                                                  38,782
        Countrywide                                                      39,621
        Fort James                                                       36,202
        GMAC                                                             34,375
        Lehman Brothers                                                  35,698
        Morgan Stanley Capital                                           37,532
        Morgan Stanley Group                                             40,665
        RFCO                                                             33,501
        Simon Debartolo                                                  41,138
        Tower Funding                                                    49,489

        Other Invested Assets:
        Equity Linked Investors II, L.P.                              $  36,852

3.  Deferred Policy Acquisition Costs

          The  following   reflects  the  policy   acquisition   costs  deferred
          (commissions,  direct  solicitation  and other  costs)  which  will be
          amortized  against future income and the related current  amortization
          charged to income, excluding certain amounts deferred and amortized in
          the same period (in thousands).
<TABLE>

                                                                                   Years  ended   December 31,

                                                                            1999             1998               1997
                                                                         ----------        ------             -------


<S>                                                                       <C>              <C>                <C>
        Balance at beginning of year                                      $167,840         $118,535           $84,287
        Acquisition costs deferred                                          73,097           71,430            50,927
        Amortization charged to income                                     (20,265)         (22,125)          (16,679)
                                                                          --------         --------          --------
        Balance at end of year                                            $220,672         $167,840          $118,535
                                                                           =======          =======           =======
</TABLE>

4.   Future Policy Benefits and Policyholders' Funds on Deposit

     (a)  The analysis of the future policy benefits and policyholders' funds on
          deposit at December 31, 1999 and 1998 follows (in thousands):
<TABLE>

                                                                                    1999                       1998
<S>                                                                            <C>                       <C>
        Future Policy Benefits:
        Long duration contracts                                                $ 1,255,606               $    987,503
        Short duration contracts                                                    28,962                     14,741
                                                                               -----------               ------------
                                                                               $ 1,284,568                $ 1,002,244
                                                                                 =========                  =========

        Policyholders' funds on deposit:
        Annuities                                                              $ 1,598,685                $ 1,385,203
        Universal life                                                             212,907                    184,460
        Guaranteed investment contracts (GICs)                                     976,517                    669,035
        Corporate owned life insurance                                           1,816,969                  2,229,843
           Other investment contracts                                                7,285                      4,313
                                                                              ------------               ------------

                                                                                $ 4,612,363                 $ 4,472,854
                                                                                  =========                   =========
</TABLE>
<PAGE>


4.   Future Policy Benefits and Policyholders' Funds on Deposit - (continued)

     (b)  Long duration contract liabilities included in future policy benefits,
          as  presented  in the table above,  result from  traditional  life and
          annuity 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 7.6 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 7.4
          percent.

     (c)  The liability for policyholders' funds on deposit has been established
          based on the following assumptions:

     (i)  Interest rates credited on deferred annuities vary by year of issuance
          and range from 3.0  percent to 7.5  percent.  Credited  interest  rate
          guarantees are generally for a period of one year.  Withdrawal charges
          generally  range from 3.0 percent to 10.0 percent grading to zero over
          a period of 5 to 10 years.

     (ii) GICs have market value  withdrawal  provisions for any funds withdrawn
          other  than  benefit  responsive  payments.  Interest  rates  credited
          generally  range from 4.9 percent to 8.1 percent and maturities  range
          from 3 to 7 years.

     (iii)Interest  rates  on   corporate-owned   life  insurance  business  are
          guaranteed  at 4.0 percent and the weighted  average rate  credited in
          1999 was 6.7 percent.

     (iv) The universal life funds,  exclusive of corporate-owned life insurance
          business,  have credited  interest rates of 5.4 percent to 7.1 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.
<PAGE>

5.  Income Taxes

     (a)  The Federal income tax rate  applicable to ordinary  income is 35% for
          1999,  1998 and 1997.  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,


                                                 1999                         1998                        1997
                                         -----------------------         ----------------            --------------

                                               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                       $ 25,732       35.0%         $ 30,183     35.0%         $ 23,279      35.0%
        Prior year federal
             income tax benefit                 109         0.1              268      0.3                (6)        -
          State income tax                      198        0.3               599      0.7               673       1.0
        Other                                  (100)      (0.1)              388      0.5                77       0.1
                                           --------     ------         ---------    -----        ----------     -----
        Actual income tax expense           $25,939       35.3%         $ 31,438     36.5%         $ 24,023      36.1%
                                             ======     ======           =======     ====           =======      ====
</TABLE>

     (b)  The  components of the net deferred tax liability  were as follows (in
          thousands):
<TABLE>

                                                                                   Years ended December 31,

                                                                                1999                     1998
<S>                                                                         <C>                     <C>
    Deferred tax assets:
        Adjustment to life policy reserves                                  $   74,579              $    59,903
        Unrealized depreciation of investments                                  65,527                        -
        Adjustments to mortgage loans and
              investment income due and accrued                                  5,009                    4,913
        Adjustment to policy and contract claims                                 1,959                    5,456
        Other                                                                    2,521                    2,406
                                                                            ----------                ---------
                                                                               149,595                   72,678
                                                                              --------                 --------
    Deferred tax liabilities:
        Deferred policy acquisition costs                                   $   74,247              $    55,308
        Unrealized appreciation on investments                                       -                   65,445
        Fixed maturities discount                                                7,744                    4,911
        Other                                                                    4,036                    3,533
                                                                            ----------              -----------
                                                                                86,027                  129,197
                                                                             ---------                ---------

        Net deferred tax (asset) liability                                  $  (63,568)              $   56,519
                                                                             =========                =========
</TABLE>

     (c)  At December 31, 1999,  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 1999,  1998,  and 1997  amounted to  $20,156,000,
          $21,184,000, and $20,311,000, respectively.
<PAGE>

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. As of December  31,  1999,  the
          Company's  unused  capital  commitment was  $5,086,000.  Contributions
          totaling $19,872,000 have been made through December 31, 1999.

          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 $2,250,000 have been made through December 31,
          1999.

          During 1999, the Company entered into a partnership  agreement with G2
          Opportunity  Fund,  L.P.  The  agreement  requires the Company to make
          capital  contributions  totaling $12,500,000.  Contributions  totaling
          $11,515,000 have been made through December 31, 1999.

          During 1999, the Company entered into a partnership agreement with CVC
          Capital  Funding  LLC.  The  agreement  requires  the  Company to make
          capital contributions totaling $10,000,000. No contributions have been
          made as of December 31, 1999.

          During 1999,  the Company  entered into a partnership  agreement  with
          Private Equity Investors,  IV L.P. The agreement  requires the Company
          to make capital contributions  totaling $73,000,000.  No contributions
          have been made as of December 31, 1999.

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.
<PAGE>

7.   Fair Value of Financial Instruments - (continued)

          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):

        1999                                        Fair               Carrying
                                                    Value               Amount


        Cash and short-term investments        $    222,763         $    222,763
        Fixed maturities                          4,702,879            4,702,879
        Equity securities                            51,610               51,610
        Mortgage and policy loans                   994,825              989,068

        Policyholders' funds on deposit         $ 4,627,170          $ 4,612,363


        1998                                        Fair               Carrying
                                                    Value                Amount

        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

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 $29,805,000 during 1999,  however,  no
          dividends were paid during the year.

     (b)  The Company's capital funds as determined in accordance with statutory
          accounting  practices  was  $298,955,000  at  December  31,  1999  and
          $298,047,000  at December 31, 1998.  Statutory net income  amounted to
          $23,517,000,  $28,789,000  and  $35,350,000  for 1999,  1998 and 1997,
          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  $(11,240,000),
          $(334,000)  and  $(3,025,000)  for December  31, 1999,  1998 and 1997,
          respectively.
<PAGE>

9.   Employee Benefits

     (a)  The  Company   participates   with  its  affiliates  in  a  qualified,
          non-contributory,  defined  benefit pension plan which is administered
          by the Parent.  All  qualified  employees who have attained age 21 and
          completed  twelve  months  of  continuous   service  are  eligible  to
          participate  in this plan. An employee with 5 or more years of service
          is entitled to pension benefits beginning at normal retirement age 65.
          Benefits are based upon a  percentage  of average  final  compensation
          multiplied  by  years  of  credited  service  limited  to 44  years of
          credited service. 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, 1999, 1998 and 1997 were approximately $89,000, $272,000,
          and  $373,000,  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,  1999  by
          $36,000,000.

          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,  1999,  provided for salary  reduction  contributions  by
          employees and matching  contributions by the Parent of up to 6 percent
          of annual salary depending on the employees' years of service.

     (c)  In addition to the Parent's  defined  benefit pension plan, the Parent
          and its  subsidiaries  provide a  post-retirement  benefit program for
          medical care and life  insurance.  Eligibility in the various plans is
          generally  based upon  completion  of a  specified  period of eligible
          service and reaching a specified age.

     (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 provides 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.
<PAGE>

10.  Leases

    (a) The  Company  occupies  leased  space in many  locations  under  various
        long-term  leases and has  entered  into  various  leases  covering  the
        long-term use of data  processing  equipment.  At December 31, 1999, the
        future minimum lease payments under operating leases were as follows (in
        thousands):

                 Year                                         Payment

                 2000                                        $  4,714
                 2001                                           4,250
                 2002                                           3,773
                 2003                                           3,451
                 2004                                           1,831
        Remaining years after 2004                                  -
                                                              -------

                 Total                                        $18,019
                                                              =======

     Rent expense approximated  $4,983,000,  $4,450,000,  and $3,881,000 for the
     years ended December 31, 1999, 1998 and 1997, respectively.

11.  Reinsurance

     (a)  The Company  reinsures  portions of its life and  accident  and health
          insurance risks with unaffiliated companies.  Life insurance risks are
          reinsured  primarily  under  coinsurance  and  yearly  renewable  term
          treaties.  Accident and health insurance risks are reinsured primarily
          under  coinsurance,  excess of loss and quota share treaties.  Amounts
          recoverable from reinsurers are estimated in a manner  consistent with
          the  assumptions  used  for the  underlying  policy  benefits  and are
          presented as a component of reinsurance assets. A contingent liability
          exists  with  respect  to  reinsurance  ceded to the  extent  that any
          reinsurer  is  unable  to  meet  the  obligations  assumed  under  the
          reinsurance agreements.

          The  Company  also  reinsures  portions of its life and  accident  and
          health  insurance risks with  affiliated  companies (see Note 12). The
          effect of all reinsurance contracts, including reinsurance assumed, is
          as follows (in thousands, except percentages):


<TABLE>

    December 31, 1999
                                                                                                               Percentage
                                                                                                                of Amount
                                                                                                                 Assumed
                                           Gross             Ceded             Assumed            Net             to Net


<S>                                       <C>                <C>              <C>              <C>                  <C>
      Life Insurance in Force             $55,097,927        $19,275,199      $ 850,313        $36,673,041          2.3%
                                           =============      ==========       ========         ==========

        Premiums:
          Life                                241,419             52,217          2,449            191,651          1.3%
          Accident and Health                 210,592            112,162        171,794            270,224         63.6%
          Annuity                             251,045                  -              -            251,045            -
                                         ------------      -----------------  --------------    ----------

        Total Premiums                  $     703,056       $    164,379      $ 174,243      $     712,920         24.4%
                                         ============        ===========       ========       ============

</TABLE>
<PAGE>

11.  Reinsurance - (continued)


<TABLE>

    December 31, 1998
                                                                                                               Percentage
                                                                                                                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%
                                         ============        ===========       ========       ============
</TABLE>
<TABLE>

    December 31, 1997
                                                                                                               Percentage
                                                                                                                of Amount
                                                                                                                 Assumed
                                           Gross             Ceded          Assumed              Net              to Net


<S>                                       <C>                <C>              <C>              <C>                  <C>
      Life Insurance in Force             $52,183,971        $18,779,228      $ 935,975        $34,340,718          2.7%
                                           =============      ==========       ========         ==========

        Premiums:
          Life                                200,926             67,350          2,389            135,965          1.8%
          Accident and Health                 118,663             59,550        115,573            174,686         66.2%
          Annuity                             126,999                      -               -       126,999            -
                                         ------------      -----------------  --------------    ----------

        Total Premiums                  $     446,588       $    126,900      $ 117,962      $     437,650         27.0%
                                         ============        ===========       ========       ============
</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    $147,882,000,    $111,580,000,    and    $100,029,000,
          respectively,  for each of the years ended December 31, 1999, 1998 and
          1997.

          The Company's reinsurance arrangements do not relieve the Company from
          its direct obligation to its insureds.

12.  Transactions with Related Parties

     (a)  The  Company  is  party to  several  reinsurance  agreements  with its
          affiliates  covering  certain life and  accident and health  insurance
          risks.  Premium  income  and  commission  ceded for 1999  amounted  to
          $1,194,000  and $1,000,  respectively.  Premium  income and commission
          ceded  for 1998  amounted  to  $1,237,000  and  $1,000,  respectively.
          Premium  income  and  commission  ceded  to  affiliates   amounted  to
          $1,251,000  and $1,000 for the year ended  December 31, 1997.  Premium
          income  and  ceding   commission   expense   assumed  from  affiliates
          aggregated  $158,579,000  and  $31,710,000,  respectively,  for  1999,
          compared to $131,771,000 and $31,584,000,  respectively, for 1998, and
          $110,529,000 and $24,853,000, respectively for 1997.
<PAGE>

12.  Transactions with Related Parties - (continued)

     (b)  The  Company  is party to several  cost  sharing  agreements  with its
          affiliates.  Generally, these agreements provide for the allocation of
          costs upon either the specific  identification basis or a proportional
          cost allocation basis which management believes to be reasonable.  For
          the years ended  December  31,  1999,  1998 and 1997,  the Company was
          charged $38,845,000,  $40,417,000 and $37,846,000,  respectively,  for
          expenses attributed to the Company but incurred by affiliates.  During
          the same period, the Company received  reimbursements  from affiliates
          aggregating  $20,604,000,  $23,132,000 and $18,134,000,  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.


<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Policy 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  fifty-nine  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,
1999,  and the results of its  operations  and the changes in its net assets for
each of the three years in the period then ended,  in conformity with accounting
principles  generally accepted in the United States.  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
auditing standards  generally accepted in the United States,  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 10, 2000






<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                       STATEMENT OF ASSETS AND LIABILITIES
                                DECEMBER 31, 1999
<TABLE>
ASSETS:
      Investments at Market Value:

                                                     Shares              Cost              Market Value
                                              --------------------------------------------------------------
<S>                                                  <C>                 <C>                   <C>
AIM
  Capital Appreciation Fund                            13,473.865           $ 334,855             $ 479,400
  International Equity Fund                            27,571.074             554,714               807,557
Alliance
  Conservative Investors Portfolio                      2,934.676              39,465                39,415
  Global Bond Portfolio                                 1,392.310              15,739                15,665
  Global Dollar Government Portfolio                       19.951                 191                   214
  Growth Portfolio                                    135,490.669           3,302,844             4,551,131
  Growth & Income Portfolio                           118,857.542           2,496,396             2,589,910
  Growth Investors Portfolio                           14,109.342             215,377               241,693
  Money Market Portfolio                               30,956.920              30,956                30,956
  Premier Growth Portfolio                             16,401.606             541,489               663,441
  Technology Portfolio                                130,454.729           3,342,191             4,384,584
  Total Return Portfolio                                  139.972               2,413                 2,448
  Quasar Portfolio                                    100,273.238           1,262,932             1,303,552
  U.S. Government/High Grade Securities Portfolio          76.713                 935                   858
  Utility Income Portfolio                                 51.049                 920                 1,106
Anchor
  Capital Appreciation Portfolio                        1,452.187              74,567                82,804
  Government & Quality Bond Portfolio                   8,787.288             120,310               120,210
  Growth Portfolio                                        799.586              28,845                30,800
  Natural Resources Portfolio                             741.289              11,134                12,023
Dreyfus
  Small Company Stock Portfolio                        23,570.817             340,290               393,399
  Stock Index Portfolio                               132,228.166           4,151,339             5,084,173
  Zero Coupon 2000 Portfolio                            1,409.864              17,499                17,156
Fidelity
  Asset Manager Portfolio                              64,730.820           1,113,633             1,208,521
  Contrafund Portfolio                                 36,014.987             872,727             1,049,838
  Growth Portfolio                                    109,646.236           4,509,339             6,022,870
  High Income Portfolio                                42,812.152             484,672               484,205
  Investment Grade Bond Portfolio                      40,457.261             498,052               491,961
  Money Market Portfolio                            1,761,346.140           1,761,346             1,761,346
  Overseas Portfolio                                   24,504.130             495,219               672,397
SunAmerica
  Alliance Growth Portfolio                            20,057.491             690,507               769,605
  Aggressive Growth Portfolio                           6,244.706             119,770               145,877
  Asset Allocation Portfolio                            1,890.852              27,379                28,344
  Cash Management Portfolio                           169,827.747           1,835,840             1,849,423
  Corporate Bond Portfolio                                656.427               7,383                 7,300
  "Dogs" of Wall Street Portfolio                       3,708.923              33,523                33,233
  Emerging Markets Portfolio                            3,590.599              32,978                39,819
  Federated Value Portfolio                             9,834.379             156,562               162,956
  Global Bond Portfolio                                   295.259               3,194                 3,190
  Global Equities Portfolio                             1,740.013              33,657                37,914
  Growth-Income Portfolio                               4,490.075             134,696               146,241
  High-Yield Bond Portfolio                             8,942.888              92,717                93,723
  International Diversified Equities Portfolio         10,498.206             152,874               167,970
  International Growth & Income Portfolio               9,380.240             127,027               120,911
  MFS Growth & Income Portfolio                         5,738.599              77,264                80,111
  MFS Mid-Cap Growth Portfolio                          5,802.442              87,737                94,347
  MFS Total Return Portfolio                            2,900.907              41,659                41,512
  Putnam Growth Portfolio                               4,928.449             128,633               138,932
  Real Estate Portfolio                                   552.567               4,700                 4,869
  SunAmerica Balanced Portfolio                         5,042.349              90,003                99,032
  Utility Portfolio                                       752.833              10,771                10,827
  Venture Value Portfolio                               9,820.109             247,466               263,081
  Worldwide High Income Portfolio                          54.943                 566                   586
Van Eck
  Worldwide Emerging Markets Portfolio                  8,283.308              65,860               118,117
  Worldwide Hard Assets Portfolio                       6,542.928              65,819                71,708
Weiss,Peck & Greer
  Tomorrow Long Term Portfolio                          8,395.470              73,440                76,566
  Tomorrow Medium Term Portfolio                          536.633               4,911                 4,841
  Tomorrow Short Term Portfolio                           817.802               8,678                 8,186
                                                                  --------------------  --------------------
Total Investments                                                        $ 30,976,003          $ 37,162,854
     Total Assets                                                                              $ 37,162,854
                                                                                        ====================

EQUITY:
      Policy Owners' Equity                                                                    $ 37,162,854
                                                                                        ---------------------
                     Total Equity                                                              $ 37,162,854
                                                                                        =====================

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                             STATEMENT OF OPERATIONS
 For The Years Ended December 31, 1999, December 31, 1998 and December 31, 1997
<TABLE>

                  1999


                                                                      AIM                 AIM
                                                                    Capital           International
                                                                  Appreciation           Equity
                                                  Total               Fund                Fund
<S>                                             <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                    $1,332,831             $10,005            $26,327
Expenses:
    Mortality & Expense Risk Fees                   224,586               2,575              4,077
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                      1,108,245               7,430             22,250
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                  1,688,244               9,467               (658)
    Change in Unrealized Appreciation
        (Depreciation)                            4,216,974             118,713            245,104
                                              --------------     ---------------      -------------
     Net Gain (Loss) on Investments               5,905,218             128,180            244,446
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets
    Resulting From Operations                    $7,013,463            $135,610           $266,696
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                                                        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                       338                 109                  2
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                          2,973                 213                 29
                                              --------------     ---------------      -------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                        332                (472)                 1
    Change in Unrealized Appreciation
        (Depreciation)                               (1,782)               (364)                15
                                              --------------     ---------------      -------------
     Net Gain (Loss) on Investments                  (1,450)               (836)                16
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                        $1,523               ($623)               $45
                                              ==============     ===============      =============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    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                    31,382              20,015              2,024
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                        239,513             208,349             20,178
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                    153,081              59,630             11,353
    Change in Unrealized Appreciation
        (Depreciation)                              690,619             (46,210)               700
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                  843,700              13,420             12,053
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                    $1,083,213            $221,769            $32,231
                                              ==============     ===============      =============

</TABLE>
<TABLE>

                                                                    Alliance            Alliance
                                                Alliance             Money              Premier
                                              International         Market               Growth
                                                Portfolio          Portfolio           Portfolio
<S>                                              <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                       $30,720             $20,021             $4,775
Expenses:
    Mortality & Expense Risk Fees                     1,926               3,973              3,655
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                         28,794              16,048              1,120
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                    322,423                   0                896
    Change in Unrealized Appreciation
        (Depreciation)                                    0                   0            105,394
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                  322,423                   0            106,290
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                      $351,217             $16,048           $107,410
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    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                    16,479                  22              5,084
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                        (13,316)                208             (3,833)
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                    596,364                   7            143,282
    Change in Unrealized Appreciation
        (Depreciation)                              860,253                 (78)            94,963
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                1,456,617                 (71)           238,245
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                    $1,443,301                $137           $234,412
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                Alliance
                                                  U.S.
                                               Government/
                                                  High              Alliance             Anchor
                                                  Grade             Utility             Capital
                                               Securities            Income           Appreciation
                                                Portfolio          Portfolio           Portfolio
<S>                                              <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                           $60                 $44               $209
Expenses:
    Mortality & Expense Risk Fees                         8                  10                 71
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                             52                  34                138
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                         (5)                 10              5,385
    Change in Unrealized Appreciation
        (Depreciation)                                  (78)                134              8,237
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                      (83)                144             13,622
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                          ($31)               $178            $13,760
                                              ==============     ===============      =============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                 Anchor
                                               Government
                                                    &                                    Anchor
                                                 Quality             Anchor             Natural
                                                  Bond               Growth            Resources
                                                Portfolio          Portfolio           Portfolio
<S>                                               <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                        $1,993                $116                 $0
Expenses:
    Mortality & Expense Risk Fees                       145                  50                 10
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                          1,848                  66                (10)
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                     (1,988)              4,496                  1
    Change in Unrealized Appreciation
        (Depreciation)                                 (100)              1,955                890
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                   (2,088)              6,451                891
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                         ($240)             $6,517               $881
                                              ==============     ===============      =============

</TABLE>
<TABLE>

                                                 Dreyfus                                Dreyfus
                                                  Small             Dreyfus               Zero
                                                 Company             Stock               Coupon
                                                  Stock              Index                2000
                                                Portfolio             Fund             Portfolio
<S>                                              <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0             $82,801               $930
Expenses:
    Mortality & Expense Risk Fees                     2,786              35,158                155
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                         (2,786)             47,643                775
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                    (17,176)            143,876                 (4)
    Change in Unrealized Appreciation
        (Depreciation)                               49,961             534,775               (456)
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                   32,785             678,651               (460)
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                       $29,999            $726,294               $315
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                Fidelity
                                                  Asset             Fidelity            Fidelity
                                                 Manager           Contrafund            Growth
                                                Portfolio          Portfolio           Portfolio
<S>                                             <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                       $61,501             $13,299           $360,271
Expenses:
    Mortality & Expense Risk Fees                     9,130               5,958             40,086
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                         52,371               7,341            320,185
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       (138)             16,695            225,037
    Change in Unrealized Appreciation
        (Depreciation)                               50,732             139,635            916,601
                                              --------------     ---------------      -------------

    Net Gain (Loss) on Investments                   50,594             156,330          1,141,638
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                      $102,965            $163,671         $1,461,823
                                              ==============     ===============      =============

</TABLE>
<TABLE>

                                                                    Fidelity
                                                Fidelity           Investment           Fidelity
                                                  High               Grade               Money
                                                 Income               Bond               Market
                                                Portfolio          Portfolio           Portfolio
<S>                                              <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                       $25,817             $11,228           $104,828
Expenses:
    Mortality & Expense Risk Fees                     3,902               3,790             18,801
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                         21,915               7,438             86,027
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                    (12,925)             (1,112)                 0
    Change in Unrealized Appreciation
        (Depreciation)                               17,353             (12,354)                 0
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                    4,428             (13,466)                 0
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                       $26,343             ($6,028)           $86,027
                                              ==============     ===============      =============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                   SunAmerica          SunAmerica
                                                Fidelity            Alliance           Aggressive
                                                Overseas             Growth              Growth
                                                Portfolio          Portfolio           Portfolio
<S>                                              <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                       $16,156                  $0                 $0
Expenses:
    Mortality & Expense Risk Fees                     4,369                 904                123
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                         11,787                (904)              (123)
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      3,460               5,669              1,932
    Change in Unrealized Appreciation
        (Depreciation)                              173,424              79,099             26,106
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                  176,884              84,768             28,038
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                      $188,671             $83,864            $27,915
                                              ==============     ===============      =============
</TABLE>
<TABLE>



                                               SunAmerica          SunAmerica          SunAmerica
                                                  Asset               Cash             Corporate
                                               Allocation          Management             Bond
                                                Portfolio          Portfolio           Portfolio
<S>                                                 <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0             $10,746                 $0
Expenses:
    Mortality & Expense Risk Fees                        32               4,228                  6
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                            (32)              6,518                 (6)
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                         77               4,159                 24
    Change in Unrealized Appreciation
        (Depreciation)                                  965              13,584                (84)
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                    1,042              17,743                (60)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                        $1,010             $24,261               ($66)
                                              ==============     ===============      =============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                               SunAmerica
                                                 "Dogs"
                                                   of              SunAmerica          SunAmerica
                                                  Wall              Emerging           Federated
                                                 Street             Markets              Value
                                                Portfolio          Portfolio           Portfolio
<S>                                                <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0                  $0                 $0
Expenses:
    Mortality & Expense Risk Fees                        26                  44                121
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                            (26)                (44)              (121)
                                              --------------     ---------------      -------------
 Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       (403)                961                (71)
    Change in Unrealized Appreciation
        (Depreciation)                                 (291)              6,842              6,394
                                              --------------     ---------------      -------------
     Net Gain (Loss) on Investments                    (694)              7,803              6,323
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets
    Resulting From Operations                         ($720)             $7,759             $6,202
                                              ==============     ===============      =============
 </TABLE>
<TABLE>


                                               SunAmerica          SunAmerica
                                                 Global              Global            SunAmerica
                                                  Bond              Equities          Growth-Income
                                                Portfolio          Portfolio           Portfolio
<S>                                                <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0                  $0                 $0
Expenses:
    Mortality & Expense Risk Fees                         4                  64                182
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                             (4)                (64)              (182)
                                              --------------     ---------------      -------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                          0               1,580              4,088
    Change in Unrealized Appreciation
        (Depreciation)                                   (2)              4,258             11,546
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                       (2)              5,838             15,634
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets
    Resulting From Operations                           ($6)             $5,774            $15,452
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                                       SunAmerica
                                                                   SunAmerica         International
                                               SunAmerica        International           Growth
                                               High-Yield         Diversified              &
                                                  Bond              Equities             Income
                                                Portfolio          Portfolio           Portfolio
<S>                                           <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0                  $0            $10,764
Expenses:
    Mortality & Expense Risk Fees                        70                 144                100
                                              --------------     ---------------      -------------
 Net Investment Income (Loss)                           (70)               (144)             10,664
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                        315                (475)                48
    Change in Unrealized Appreciation
        (Depreciation)                                1,005              15,097             (6,115)
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                    1,320              14,622             (6,067)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                        $1,250             $14,478             $4,597
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                               SunAmerica
                                                   MFS             SunAmerica          SunAmerica
                                                 Growth               MFS                 MFS
                                                    &               Mid-Cap              Total
                                                 Income              Growth              Return
                                                Portfolio          Portfolio           Portfolio
<S>                                                <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0              $1,260                 $0
Expenses:
    Mortality & Expense Risk Fees                       122                  59                 50
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                           (122)              1,201                (50)
                                              --------------     ---------------      -------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      3,481               3,519                513
    Change in Unrealized Appreciation
        (Depreciation)                                2,847               6,611               (146)
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                    6,328              10,130                367
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                        $6,206             $11,331               $317
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                               SunAmerica          SunAmerica          SunAmerica
                                                 Putnam               Real             SunAmerica
                                                 Growth              Estate             Balanced
<S>                                             Portfolio          Portfolio           Portfolio
Investment Income (Loss):                     <C>                <C>                 <C>
    Dividends                                            $0                  $0                 $0
Expenses:
    Mortality & Expense Risk Fees                       198                   4                101
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                           (198)                 (4)              (101)
                                              --------------     ---------------      -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      6,536                   0                214
    Change in Unrealized Appreciation
        (Depreciation)                               10,300                 168              9,028
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                   16,836                 168              9,242
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                       $16,638                $164             $9,141
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                                                       SunAmerica
                                                                   SunAmerica          Worldwide
                                               SunAmerica           Venture               High
                                                 Utility             Value               Income
                                                Portfolio          Portfolio           Portfolio
<S>                                               <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0                  $0                 $0
Expenses:
    Mortality & Expense Risk Fees                         5                 227                  0
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                             (5)               (227)                 0
                                              --------------     ---------------      -------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                          9                (263)                 3
    Change in Unrealized Appreciation
        (Depreciation)                                   55              15,614                 19
                                              --------------     ---------------      -------------
     Net Gain (Loss) on Investments                      64              15,351                 22
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                           $59             $15,124                $22
                                              ==============     ===============      =============
 </TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                 VanEck              VanEck               WP&G
                                                Worldwide          Worldwide            Tomorrow
                                                Emerging              Hard                Long
                                                 Markets             Assets               Term
                                                  Fund                Fund             Portfolio
<S>                                              <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                            $0                $544             $7,635

Expenses:
     Mortality & Expense Risk Fees                      562                 405                607
                                              --------------     ---------------      -------------
Net Investment Income (Loss)                           (562)                139              7,028
                                              --------------     ---------------      -------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      3,139              (8,908)               692
    Change in Unrealized Appreciation
        (Depreciation)                               49,606              18,485             (1,304)
                                              --------------     ---------------      -------------
    Net Gain (Loss) on Investments                   52,745               9,577               (612)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                       $52,183              $9,716             $6,416
                                              ==============     ===============      =============

</TABLE>
<TABLE>

                                                  WP&G                WP&G
                                                Tomorrow            Tomorrow
                                                 Medium              Short
                                                  Term                Term
                                                Portfolio          Portfolio
<S>                                              <C>                <C>
Investment Income (Loss):
    Dividends                                          $414                $598
Expenses:
    Mortality & Expense Risk Fees                        44                  64
                                              --------------     ---------------
 Net Investment Income (Loss)                           370                 534
                                              --------------     ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                         19                  68
    Change in Unrealized Appreciation
        (Depreciation)                                 (206)               (543)
                                              --------------     ---------------
    Net Gain (Loss) on Investments                     (187)               (475)
                                               --------------     ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                          $183                 $59
                                              ==============     ===============
 </TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                             STATEMENT OF OPERATIONS
 For The Years Ended December 31, 1999, December 31, 1998 and December 31, 1997
<TABLE>

                  1998

                                                                      AIM                  AIM
                                                                    Capital           International
                                                                  Appreciation            Equity
                                                  Total               Fund                 Fund
<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>


                                                                                         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>
                See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                    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>



                                                                    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>
                See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>



                                                                    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>

                                                Alliance
                                                  U.S.
                                               Government/                               Dreyfus
                                                  High              Alliance              Small
                                                  Grade             Utility              Company
                                               Securities            Income               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>
                See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                    Dreyfus
                                                 Dreyfus              Zero               Fidelity
                                                  Stock              Coupon               Asset
                                                  Index               2000               Manager
                                                  Fund             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>



                                                                                         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>
                See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                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>


                                                                     VanEck               VanEck
                                                 VanEck            Worldwide            Worldwide
                                                Worldwide           Emerging               Hard
                                                Balanced            Markets               Assets
                                                  Fund                Fund                 Fund
<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>
                See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                  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 OPERATIONS
 For The Years Ended December 31, 1999, December 31, 1998 and December 31, 1997

<TABLE>

                  1997

                                                                    Alliance
                                                                  Conservative           Alliance
                                                                   Investors              Growth
                                                  Total            Portfolio            Portfolio
<S>                                      <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                      $208,147                $306              $27,680
Expenses:
    Mortality & Expense Risk Fees                    41,401                 139                6,211
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                        166,746                 167               21,469
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                    206,207                 600               37,620
    Change in Unrealized Appreciation
        (Depreciation)                              366,321                 586              138,629
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                  572,528               1,186              176,249
                                              --------------     ---------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                      $739,274              $1,353             $197,718
                                              ==============     ===============      ===============

</TABLE>
<TABLE>

                                                Alliance
                                                 Growth             Alliance
                                                    &                Growth              Alliance
                                                 Income            Investors            Technology
                                                Portfolio          Portfolio            Portfolio
<S>                                      <C>                <C>
Investment Income (Loss):
    Dividends                                       $27,385              $2,233                 $544
Expenses:
    Mortality & Expense Risk Fees                     4,386                 756                1,659
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                         22,999               1,477               (1,115)
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                     18,395               3,687               16,995
    Change in Unrealized Appreciation
        (Depreciation)                               68,190               5,513              (15,270)
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                   86,585               9,200                1,725
                                              --------------     ---------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                      $109,584             $10,677                 $610
                                              ==============     ===============      ===============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    Dreyfus
                                                                     Small               Dreyfus
                                                Alliance            Company               Stock
                                                 Quasar              Stock                Index
                                                Portfolio          Portfolio               Fund
<S>                                      <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                          $114              $2,290              $30,945
Expenses:
    Mortality & Expense Risk Fees                     1,578                 188                4,258
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                         (1,464)              2,102               26,687
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      9,057                (107)              41,444
    Change in Unrealized Appreciation
        (Depreciation)                               11,871              (5,712)              41,726
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                   20,928              (5,819)              83,170
                                              --------------     ---------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                       $19,464             ($3,717)            $109,857
                                              ==============     ===============      ===============

</TABLE>
<TABLE>


                                                 Dreyfus
                                                  Zero              Fidelity
                                                 Coupon              Asset               Fidelity
                                                  2000              Manager               Growth
                                                Portfolio          Portfolio            Portfolio
<S>                                      <C>                                    <C>
Investment Income (Loss):
    Dividends                                          $584             $24,048              $29,644
Expenses:
    Mortality & Expense Risk Fees                        73               2,502                8,178
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                            511              21,546               21,466
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                        (71)              8,600               55,366
    Change in Unrealized Appreciation
        (Depreciation)                                   83              19,239               90,042
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                       12              27,839              145,408
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets
    Resulting From Operations                          $523             $49,385             $166,874
                                              ==============     ===============      ===============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                    Fidelity
                                                Fidelity           Investment            Fidelity
                                                  High               Grade                Money
                                                 Income               Bond                Market
                                                Portfolio          Portfolio            Portfolio
<S>                                      <C>                <C>                 <C>
Investment Income (Loss):
    Dividends                                        $4,849              $3,074              $38,596
Expenses:
    Mortality & Expense Risk Fees                     1,566                 553                6,480
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                          3,283               2,521               32,116
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                     11,481                 322                    0
    Change in Unrealized Appreciation
        (Depreciation)                               11,697               2,132                    0
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                   23,178               2,454                    0
                                              --------------     ---------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                       $26,461              $4,975              $32,116
                                              ==============     ===============      ===============

</TABLE>
<TABLE>

                                                                                          VanEck
                                                                     VanEck             Worldwide
                                                Fidelity           Worldwide               Hard
                                                Overseas            Balanced              Assets
                                                Portfolio             Fund                 Fund
<S>                                      <C>                <C>
Investment Income (Loss):
    Dividends                                       $11,804                $832                 $485
Expenses:
    Mortality & Expense Risk Fees                     2,117                 489                  166
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                          9,687                 343                  319
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      1,460                 856                  165
    Change in Unrealized Appreciation
        (Depreciation)                               (3,697)              3,097               (1,231)
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                   (2,237)              3,953               (1,066)
                                              --------------     ---------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                        $7,450              $4,296                ($747)
                                              ==============     ===============      ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                  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                                        $2,143                $335                 $256
Expenses:
    Mortality & Expense Risk Fees                        85                   4                   13
                                              --------------     ---------------      ---------------
Net Investment Income (Loss)                          2,058                 331                  243
                                              --------------     ---------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                        303                   2                   32
    Change in Unrealized Appreciation
        (Depreciation)                                 (304)               (254)                 (16)
                                              --------------     ---------------      ---------------
    Net Gain (Loss) on Investments                       (1)               (252)                  16
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets
    Resulting From Operations                        $2,057                 $79                 $259
                                              ==============     ===============      ===============
</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, 1999, December 31, 1998 and December 31, 1997
<TABLE>

                  1999
                                                                      AIM                 AIM
                                                                    Capital           International
                                                                  Appreciation           Equity
                                                  Total               Fund                Fund
<S>                                              <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                 $1,108,245              $7,430            $22,250
    Realized Gain (Loss) on Investment Activity   1,688,244               9,467               (658)
    Change in Unrealized Appreciation
        (Depreciation) of Investments             4,216,974             118,713            245,104
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets Resulting
    From Operations                               7,013,463             135,610            266,696
                                              --------------     ---------------      -------------
 Capital Transactions:
    Contract Deposits and Transfers              16,057,267             191,533            350,534
    Cost Of Insurance Charge                     (2,371,415)            (34,739)           (48,131)
    Policy Loans                                   (467,311)             (6,129)            (4,309)
    Contract Withdrawals                         (1,231,246)             (7,120)            (1,849)
    Death Benefits                                  (19,183)               (532)                 0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                    11,968,112             143,013            296,245
                                              --------------     ---------------      -------------
 Total Increase (Decrease) in Net Assets         18,981,575             278,623            562,941
Net Assets, at Beginning of Year                 18,181,279             200,777            244,616
                                              --------------     ---------------      -------------
Net Assets, at End of Year                      $37,162,854            $479,400           $807,557
                                              ==============     ===============      =============
 </TABLE>
<TABLE>

                                                                                        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)                     $2,973                $213                $29
    Realized Gain (Loss) on Investment Activity         332                (472)                 1
    Change in Unrealized Appreciation
        (Depreciation) of Investments                (1,782)               (364)                15
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   1,523                (623)                45
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                   9,205               9,418                  0
    Cost Of Insurance Charge                         (3,200)             (1,677)               (53)
    Policy Loans                                     (1,019)                  0                  0
    Contract Withdrawals                                (89)                  0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         4,897               7,741                (53)
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets               6,420               7,118                 (8)
Net Assets, at Beginning of Year                     32,995               8,547                222
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $39,415             $15,665               $214
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    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)                   $239,513            $208,349            $20,178
    Realized Gain (Loss) on Investment Activity     153,081              59,630             11,353
    Change in Unrealized Appreciation
        (Depreciation) of Investments               690,619             (46,210)               700
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                               1,083,213             221,769             32,231
                                              --------------     ---------------      -------------

Capital Transactions:
    Contract Deposits and Transfers               1,119,286             155,452             44,115
    Cost Of Insurance Charge                       (281,233)           (202,332)           (14,016)
    Policy Loans                                    (67,291)            (39,707)            (6,664)
    Contract Withdrawals                           (128,553)            (55,146)            (9,348)
    Death Benefits                                   (1,534)             (1,017)              (273)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       640,675            (142,750)            13,814
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets           1,723,888              79,019             46,045
Net Assets, at Beginning of Year                  2,827,243           2,510,891            195,648
                                              --------------     ---------------      -------------
Net Assets, at End of Year                       $4,551,131          $2,589,910           $241,693
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                                    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)                    $28,794             $16,048             $1,120
    Realized Gain (Loss) on Investment Activity     322,423                   0                896
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     0                   0            105,394
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets Resulting
    From Operations                                 351,217              16,048            107,410
                                               --------------     ---------------      -------------

Capital Transactions:
    Contract Deposits and Transfers                (348,680)             20,790            475,404
    Cost Of Insurance Charge                         (2,537)            (26,366)           (64,005)
    Policy Loans                                          0                   0             (1,748)
    Contract Withdrawals                                  0                   0             (5,587)
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                      (351,217)             (5,576)           404,064
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets                   0              10,472            511,474
Net Assets, at Beginning of Year                          0              20,484            151,967
                                              --------------     ---------------      -------------

Net Assets, at End of Year                               $0             $30,956           $663,441
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    Alliance
                                                Alliance             Total              Alliance
                                               Technology           Return               Quasar
                                                Portfolio          Portfolio           Portfolio
<S>                                              <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                   ($13,316)               $208            ($3,833)
    Realized Gain (Loss) on Investment Activity     596,364                   7            143,282
    Change in Unrealized Appreciation
        (Depreciation) of Investments               860,253                 (78)            94,963
                                              --------------     ---------------      -------------
 Increase (Decrease) in Net Assets Resulting
    From Operations                               1,443,301                 137            234,412
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers               2,359,314                   0            804,931
    Cost Of Insurance Charge                       (159,124)               (219)           (44,995)
    Policy Loans                                    (23,231)                  0             (3,851)
    Contract Withdrawals                            (43,776)                  0            (10,477)
    Death Benefits                                        0                   0               (348)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                     2,133,183                (219)           745,260
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets           3,576,484                 (82)           979,672
Net Assets, at Beginning of Year                    808,100               2,530            323,880
                                              --------------     ---------------      -------------
Net Assets, at End of Year                       $4,384,584              $2,448         $1,303,552
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                Alliance
                                                  U.S.
                                               Government/
                                                  High              Alliance             Anchor
                                                 Grade              Utility             Capital
                                               Securities            Income           Appreciation
                                                Portfolio          Portfolio           Portfolio
<S>                                                <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                        $52                 $34               $138
    Realized Gain (Loss) on Investment Activity          (5)                 10              5,385
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   (78)                134              8,237
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                     (31)                178             13,760
                                              --------------     ---------------      -------------

Capital Transactions:
    Contract Deposits and Transfers                       0                   0             72,791
    Cost Of Insurance Charge                            (79)                (92)            (3,747)
    Policy Loans                                          0                   0                  0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           (79)                (92)            69,044
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets                (110)                 86             82,804
Net Assets, at Beginning of Year                        968               1,020                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                             $858              $1,106            $82,804
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                 Anchor
                                               Government
                                                    &                                    Anchor
                                                 Quality             Anchor             Natural
                                                  Bond               Growth            Resources
                                                Portfolio          Portfolio           Portfolio
<S>                                            <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                     $1,848                 $66               ($10)
    Realized Gain (Loss) on Investment Activity      (1,988)              4,496                  1
    Change in Unrealized Appreciation
        (Depreciation) of Investments                  (100)              1,955                890
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                    (240)              6,517                881
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                 121,869              24,961             11,419
    Cost Of Insurance Charge                         (1,419)               (678)              (277)
    Policy Loans                                          0                   0                  0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       120,450              24,283             11,142
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets             120,210              30,800             12,023
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                         $120,210             $30,800            $12,023
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                 Dreyfus                                Dreyfus
                                                  Small             Dreyfus               Zero
                                                 Company             Stock               Coupon
                                                  Stock              Index                2000
                                                Portfolio             Fund             Portfolio
<S>                                              <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    ($2,786)            $47,643               $775
    Realized Gain (Loss) on Investment Activity     (17,176)            143,876                 (4)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                49,961             534,775               (456)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  29,999             726,294                315
                                              --------------     ---------------      -------------

Capital Transactions:
    Contract Deposits and Transfers                 160,056           2,254,428              5,613
    Cost Of Insurance Charge                        (26,925)           (411,576)            (1,842)
    Policy Loans                                     (2,946)            (54,271)                 0
    Contract Withdrawals                            (14,410)           (143,533)              (488)
    Death Benefits                                     (403)             (2,534)               (21)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       115,372           1,642,514              3,262
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets             145,371           2,368,808              3,577
Net Assets, at Beginning of Year                    248,028           2,715,365             13,579
                                              --------------     ---------------      -------------
Net Assets, at End of Year                         $393,399          $5,084,173            $17,156
                                              ==============     ===============      =============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                Fidelity
                                                  Asset             Fidelity            Fidelity
                                                 Manager           Contrafund            Growth
                                                Portfolio          Portfolio           Portfolio
<S>                                               <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $52,371              $7,341           $320,185
    Realized Gain (Loss) on Investment Activity        (138)             16,695            225,037
    Change in Unrealized Appreciation
        (Depreciation) of Investments                50,732             139,635            916,601
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 102,965             163,671          1,461,823
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                 422,099             673,063          2,250,185
    Cost Of Insurance Charge                        (90,397)            (68,090)          (402,276)
    Policy Loans                                    (12,318)               (960)           (89,548)
    Contract Withdrawals                             (3,454)            (13,989)          (239,317)
    Death Benefits                                   (4,218)               (699)            (6,501)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       311,712             589,325          1,512,543
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets             414,677             752,996          2,974,366
Net Assets, at Beginning of Year                    793,844             296,842          3,048,504
                                              --------------     ---------------      -------------
Net Assets, at End of Year                       $1,208,521          $1,049,838         $6,022,870
                                              ==============     ===============      =============
</TABLE>
<TABLE>

                                                                    Fidelity
                                                Fidelity           Investment           Fidelity
                                                  High               Grade               Money
                                                 Income               Bond               Market
                                                Portfolio          Portfolio           Portfolio
<S>                                           <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $21,915              $7,438            $86,027
    Realized Gain (Loss) on Investment Activity     (12,925)             (1,112)                 0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                17,353             (12,354)                 0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  26,343              (6,028)            86,027
                                              --------------     ---------------      -------------

Capital Transactions:
    Contract Deposits and Transfers                 255,870             379,969           (421,803)
    Cost Of Insurance Charge                        (32,070)            (40,235)          (183,797)
    Policy Loans                                     (4,373)             (7,710)            (2,013)
    Contract Withdrawals                            (24,692)            (42,753)          (465,487)
    Death Benefits                                     (182)                  0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       194,553             289,271         (1,073,100)
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets             220,896             283,243           (987,073)
Net Assets, at Beginning of Year                    263,309             208,718          2,748,419
                                              --------------     ---------------      -------------
Net Assets, at End of Year                         $484,205            $491,961         $1,761,346
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                   SunAmerica          SunAmerica
                                                Fidelity            Alliance           Aggressive
                                                Overseas             Growth              Growth
                                                Portfolio          Portfolio           Portfolio
<S>                                             <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $11,787               ($904)             ($123)
    Realized Gain (Loss) on Investment Activity       3,460               5,669              1,932
    Change in Unrealized Appreciation
        (Depreciation) of Investments               173,424              79,099             26,106
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 188,671              83,864             27,915
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                 175,116             700,521            127,356
    Cost Of Insurance Charge                        (47,710)            (14,780)            (5,960)
    Policy Loans                                     (7,700)                  0             (3,434)
    Contract Withdrawals                            (15,290)                  0                  0
    Death Benefits                                     (921)                  0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       103,495             685,741            117,962
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets             292,166             769,605            145,877
Net Assets, at Beginning of Year                    380,231                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                         $672,397            $769,605           $145,877
                                              ==============     ===============      =============
</TABLE>
<TABLE>



                                               SunAmerica          SunAmerica          SunAmerica
                                                  Asset               Cash             Corporate
                                               Allocation          Management             Bond
                                                Portfolio          Portfolio           Portfolio
<S>                                            <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       ($32)             $6,518                ($6)
    Realized Gain (Loss) on Investment Activity          77               4,159                 24
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   965              13,584                (84)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   1,010              24,261                (66)
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                  31,387           2,021,308              7,497
    Cost Of Insurance Charge                           (619)           (101,346)              (131)
    Policy Loans                                     (3,434)            (94,800)                 0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        27,334           1,825,162              7,366
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets              28,344           1,849,423              7,300
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $28,344          $1,849,423             $7,300
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                               SunAmerica
                                                 "Dogs"
                                                   of              SunAmerica          SunAmerica
                                                  Wall              Emerging           Federated
                                                 Street             Markets              Value
                                                Portfolio          Portfolio           Portfolio
<S>                                               <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       ($26)               ($44)             ($121)
    Realized Gain (Loss) on Investment Activity        (403)                961                (71)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                  (291)              6,842              6,394
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                    (720)              7,759              6,202
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                  35,255              34,750            157,965
    Cost Of Insurance Charge                         (1,302)             (2,690)            (1,211)
    Policy Loans                                          0                   0                  0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        33,953              32,060            156,754
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets              33,233              39,819            162,956
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $33,233             $39,819           $162,956
                                              ==============     ===============      =============

</TABLE>
<TABLE>



                                               SunAmerica          SunAmerica
                                                 Global              Global            SunAmerica
                                                  Bond              Equities          Growth-Income
                                                Portfolio          Portfolio           Portfolio
<S>                                             <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                        ($4)               ($64)             ($182)
    Realized Gain (Loss) on Investment Activity           0               1,580              4,088
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    (2)              4,258             11,546
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                      (6)              5,774             15,452
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                   3,222              33,441            151,611
    Cost Of Insurance Charge                            (26)             (1,301)            (3,677)
    Policy Loans                                          0                   0            (17,145)
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         3,196              32,140            130,789
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets               3,190              37,914            146,241
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                           $3,190             $37,914           $146,241
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                                       SunAmerica
                                                                   SunAmerica         International
                                               SunAmerica        International           Growth
                                               High-Yield         Diversified              &
                                                  Bond              Equities             Income
                                                Portfolio          Portfolio           Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       ($70)              ($144)           $10,664
    Realized Gain (Loss) on Investment Activity         315                (475)                48
    Change in Unrealized Appreciation
        (Depreciation) of Investments                 1,005              15,097             (6,115)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   1,250              14,478              4,597
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                  93,353             161,448            118,221
    Cost Of Insurance Charge                           (880)             (1,101)            (1,907)
    Policy Loans                                          0              (6,855)                 0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        92,473             153,492            116,314
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets              93,723             167,970            120,911
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $93,723            $167,970           $120,911
                                              ==============     ===============      =============
</TABLE>
<TABLE>


                                               SunAmerica
                                                   MFS             SunAmerica          SunAmerica
                                                 Growth               MFS                 MFS
                                                    &               Mid-Cap              Total
                                                 Income              Growth              Return
                                                Portfolio          Portfolio           Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                      ($122)             $1,201               ($50)
    Realized Gain (Loss) on Investment Activity       3,481               3,519                513
    Change in Unrealized Appreciation
        (Depreciation) of Investments                 2,847               6,611               (146)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   6,206              11,331                317
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                  76,010              88,561             42,507
    Cost Of Insurance Charge                         (2,105)             (2,111)            (1,312)
    Policy Loans                                          0              (3,434)                 0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        73,905              83,016             41,195
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets              80,111              94,347             41,512
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $80,111             $94,347            $41,512
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                               SunAmerica          SunAmerica          SunAmerica
                                                 Putnam               Real             SunAmerica
                                                 Growth              Estate             Balanced
                                                Portfolio          Portfolio           Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                      ($198)                ($4)             ($101)
    Realized Gain (Loss) on Investment Activity       6,536                   0                214
    Change in Unrealized Appreciation
        (Depreciation) of Investments                10,300                 168              9,028
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  16,638                 164              9,141
                                              --------------     ---------------      -------------

Capital Transactions:
    Contract Deposits and Transfers                 126,661               4,786             93,271
    Cost Of Insurance Charge                         (4,367)                (81)            (3,380)
    Policy Loans                                          0                   0                  0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------

Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       122,294               4,705             89,891
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets             138,932               4,869             99,032
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                         $138,932              $4,869            $99,032
                                              ==============     ===============      =============

</TABLE>
<TABLE>

                                                                                       SunAmerica
                                                                   SunAmerica          Worldwide
                                               SunAmerica           Venture               High
                                                 Utility             Value               Income
                                                Portfolio          Portfolio           Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                        ($5)              ($227)                $0
    Realized Gain (Loss) on Investment Activity           9                (263)                 3
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    55              15,614                 19
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                      59              15,124                 22
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                  11,073             253,251                620
    Cost Of Insurance Charge                           (305)             (5,294)               (56)
    Policy Loans                                          0                   0                  0
    Contract Withdrawals                                  0                   0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        10,768             247,957                564
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets              10,827             263,081                586
Net Assets, at Beginning of Year                          0                   0                  0
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $10,827            $263,081               $586
                                              ==============     ===============      =============

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                     VanEck              VanEck
                                                 VanEck            Worldwide           Worldwide
                                                Worldwide           Emerging              Hard
                                                Balanced            Markets              Assets
                                                  Fund                Fund                Fund
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                         $0               ($562)              $139
    Realized Gain (Loss) on Investment Activity           0               3,139             (8,908)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     0              49,606             18,485
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       0              52,183              9,716
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                       0              43,593             39,406
    Cost Of Insurance Charge                              0              (7,198)            (6,367)
    Policy Loans                                          0                   0               (298)
    Contract Withdrawals                                  0                   0             (5,309)
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                             0              36,395             27,432
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets                   0              88,578             37,148
Net Assets, at Beginning of Year                          0              29,539             34,560
                                              --------------     ---------------      -------------
Net Assets, at End of Year                               $0            $118,117            $71,708
                                              ==============     ===============      =============

</TABLE>
<TABLE>

                                                  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)                     $7,028                $370               $534
    Realized Gain (Loss) on Investment Activity         692                  19                 68
    Change in Unrealized Appreciation
        (Depreciation) of Investments                (1,304)               (206)              (543)
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   6,416                 183                 59
                                              --------------     ---------------      -------------
Capital Transactions:
    Contract Deposits and Transfers                  20,325                 557              2,373
    Cost Of Insurance Charge                         (6,733)               (365)              (973)
    Policy Loans                                     (1,784)               (339)                 0
    Contract Withdrawals                               (579)                  0                  0
    Death Benefits                                        0                   0                  0
                                              --------------     ---------------      -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        11,229                (147)             1,400
                                              --------------     ---------------      -------------
Total Increase (Decrease) in Net Assets              17,645                  36              1,459
Net Assets, at Beginning of Year                     58,921               4,805              6,727
                                              --------------     ---------------      -------------
Net Assets, at End of Year                          $76,566              $4,841             $8,186
                                              ==============     ===============      =============

</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, 1999, December 31, 1998 and December 31, 1997
<TABLE>

                  1998
                                                                      AIM                  AIM
                                                                    Capital           International
                                                                  Appreciation            Equity
                                                  Total               Fund                 Fund
<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 and Transfers              10,229,110             183,463              279,691
    Cost Of Insurance Charge                     (1,571,906)            (12,343)             (20,406)
    Policy Loans                                   (212,191)                  0                    0
    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>
<TABLE>

                                                                                         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 and Transfers                   8,717               8,748                  241
    Cost Of Insurance Charge                         (2,651)               (507)                 (31)
    Policy Loans                                          0                   0                    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>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    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 and Transfers               1,465,361           1,726,082               67,671
    Cost Of Insurance Charge                       (210,721)           (152,262)             (18,064)
    Policy Loans                                    (30,640)            (25,729)              (2,299)
    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>
<TABLE>


                                                                    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 and Transfers                 (46,424)             30,250              127,213
    Cost Of Insurance Charge                         (7,879)            (11,766)             (19,989)
    Policy Loans                                          0                   0                 (267)
    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>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                    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 and Transfers                 280,314               2,477              144,506
    Cost Of Insurance Charge                        (66,804)                (58)             (36,287)
    Policy Loans                                    (12,128)                  0              (10,340)
    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>
<TABLE>

                                                Alliance
                                                  U.S.
                                               Government/                               Dreyfus
                                                  High              Alliance              Small
                                                 Grade              Utility              Company
                                               Securities            Income               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 and Transfers                     991                 991              141,312
    Cost Of Insurance Charge                            (23)                (23)             (22,440)
    Policy Loans                                          0                   0               (1,455)
    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>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    Dreyfus
                                                 Dreyfus              Zero               Fidelity
                                                  Stock              Coupon               Asset
                                                  Index               2000               Manager
                                                  Fund             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 and Transfers               1,648,311               4,317              385,929
    Cost Of Insurance Charge                       (264,577)             (2,247)             (60,284)
    Policy Loans                                    (35,221)                  0               (1,634)
    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>
<TABLE>


                                                                                         Fidelity
                                                Fidelity            Fidelity               High
                                               Contrafund            Growth               Income
                                                Portfolio          Portfolio            Portfolio
<S>                                      <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 and Transfers                 273,708           1,519,887               18,962
    Cost Of Insurance Charge                        (18,289)           (264,617)             (31,215)
    Policy Loans                                          0             (38,305)                (541)
    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>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                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 and Transfers                 133,629           1,794,587               22,097
    Cost Of Insurance Charge                        (15,077)           (262,012)             (46,489)
    Policy Loans                                          0             (47,336)              (4,988)
    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>
<TABLE>


                                                                     VanEck               VanEck
                                                 VanEck            Worldwide            Worldwide
                                                Worldwide           Emerging               Hard
                                                Balanced            Markets               Assets
                                                  Fund                Fund                 Fund
<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 and Transfers                 (89,148)             28,877               22,362
    Cost Of Insurance Charge                         (7,250)             (1,673)              (5,001)
    Policy Loans                                          0                   0                    0
    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>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                  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 and Transfers                  38,804                 534                4,650
    Cost Of Insurance Charge                         (9,742)               (536)                (643)
    Policy Loans                                     (1,308)                  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, 1999, December 31, 1998 and December 31, 1997
<TABLE>

                  1997
                                                                    Alliance
                                                                  Conservative           Alliance
                                                                   Investors              Growth
                                                  Total            Portfolio            Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                   $166,746                $167              $21,469
    Realized Gain (Loss) on Investment Activity     206,207                 600               37,620
    Change in Unrealized Appreciation
        (Depreciation) of Investments               366,321                 586              138,629
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 739,274               1,353              197,718
                                              --------------     ---------------      ---------------

Capital Transactions:
    Contract Deposits and Transfers               5,563,491              15,647              816,168
    Cost Of Insurance Charge                       (775,349)             (2,705)            (117,612)
    Policy Loans                                    (94,631)                  0               (6,689)
    Contract Withdrawals                            (82,467)               (239)             (19,879)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                     4,611,044              12,703              671,988
                                              --------------     ---------------      ---------------
Total Increase (Decrease) in Net Assets           5,350,318              14,056              869,706
Net Assets, at Beginning of Year                  1,921,885              10,016              253,342
                                              --------------     ---------------      ---------------
Net Assets, at End of Year                       $7,272,203             $24,072           $1,123,048
                                              ==============     ===============      ===============

</TABLE>
<TABLE>

                                                Alliance
                                                 Growth             Alliance
                                                    &                Growth              Alliance
                                                 Income            Investors            Technology
                                                Portfolio          Portfolio            Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $22,999              $1,477              ($1,115)
    Realized Gain (Loss) on Investment Activity      18,395               3,687               16,995
    Change in Unrealized Appreciation
        (Depreciation) of Investments                68,190               5,513              (15,270)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 109,584              10,677                  610
                                              --------------     ---------------      ---------------

Capital Transactions:
    Contract Deposits and Transfers                 574,019              64,609              274,635
    Cost Of Insurance Charge                        (74,918)            (11,672)             (19,431)
    Policy Loans                                     (5,180)                  0                 (101)
    Contract Withdrawals                             (5,967)             (2,220)              (8,527)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       487,954              50,717              246,576
                                              --------------     ---------------      ---------------
Total Increase (Decrease) in Net Assets             597,538              61,394              247,186
Net Assets, at Beginning of Year                    166,797              56,064                7,875
                                              --------------     ---------------      ---------------
Net Assets, at End of Year                         $764,335            $117,458             $255,061
                                              ==============     ===============      ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    Dreyfus
                                                                     Small               Dreyfus
                                                Alliance            Company               Stock
                                                 Quasar              Stock                Index
                                                Portfolio          Portfolio               Fund
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    ($1,464)             $2,102              $26,687
    Realized Gain (Loss) on Investment Activity       9,057                (107)              41,444
    Change in Unrealized Appreciation
        (Depreciation) of Investments                11,871              (5,712)              41,726
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  19,464              (3,717)             109,857
                                              --------------     ---------------      ---------------

Capital Transactions:
    Contract Deposits and Transfers                 236,458             133,412              781,031
    Cost Of Insurance Charge                        (17,506)             (2,314)             (90,065)
    Policy Loans                                       (387)                  0               (1,032)
    Contract Withdrawals                             (1,093)                  0               (7,423)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       217,472             131,098              682,511
                                              --------------     ---------------      ---------------
Total Increase (Decrease) in Net Assets             236,936             127,381              792,368
Net Assets, at Beginning of Year                      4,740                   0              152,067
                                              --------------     ---------------      ---------------
Net Assets, at End of Year                         $241,676            $127,381             $944,435
                                              ==============     ===============      ===============
</TABLE>
<TABLE>

                                                 Dreyfus
                                                  Zero              Fidelity
                                                 Coupon              Asset               Fidelity
                                                  2000              Manager               Growth
                                                Portfolio          Portfolio            Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       $511             $21,546              $21,466
    Realized Gain (Loss) on Investment Activity         (71)              8,600               55,366
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    83              19,239               90,042
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                     523              49,385              166,874
                                              --------------     ---------------      ---------------
Capital Transactions:
    Contract Deposits and Transfers                  11,738             288,591              496,116
    Cost Of Insurance Charge                         (4,235)            (42,651)            (148,843)
    Policy Loans                                          0                (167)             (24,473)
    Contract Withdrawals                               (171)             (9,859)             (19,994)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         7,332             235,914              302,806
                                              --------------     ---------------      ---------------
Total Increase (Decrease) in Net Assets               7,855             285,299              469,680
Net Assets, at Beginning of Year                      2,911             102,607              694,395
                                              --------------     ---------------      ---------------
Net Assets, at End of Year                          $10,766            $387,906           $1,164,075
                                              ==============     ===============      ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                    Fidelity
                                                Fidelity           Investment            Fidelity
                                                  High               Grade                Money
                                                 Income               Bond                Market
                                                Portfolio          Portfolio            Portfolio
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                     $3,283              $2,521              $32,116
    Realized Gain (Loss) on Investment Activity      11,481                 322                    0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                11,697               2,132                    0
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  26,461               4,975               32,116
                                              --------------     ---------------      ---------------

Capital Transactions:
    Contract Deposits and Transfers                 228,644              30,051            1,209,442
    Cost Of Insurance Charge                        (23,779)             (6,686)            (159,431)
    Policy Loans                                          0                   0              (52,504)
    Contract Withdrawals                             (2,049)                (16)              (1,225)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       202,816              23,349              996,282
                                              --------------     ---------------      ---------------
Total Increase (Decrease) in Net Assets             229,277              28,324            1,028,398
Net Assets, at Beginning of Year                     57,904              51,172              197,492
                                              --------------     ---------------      ---------------
Net Assets, at End of Year                         $287,181             $79,496           $1,225,890
                                              ==============     ===============      ===============

</TABLE>
<TABLE>

                                                                                          VanEck
                                                                     VanEck             Worldwide
                                                Fidelity           Worldwide               Hard
                                                Overseas            Balanced              Assets
                                                Portfolio             Fund                 Fund
<S>                                      <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                     $9,687                $343                 $319
    Realized Gain (Loss) on Investment Activity       1,460                 856                  165
    Change in Unrealized Appreciation
        (Depreciation) of Investments                (3,697)              3,097               (1,231)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   7,450               4,296                 (747)
                                              --------------     ---------------      ---------------

Capital Transactions:
    Contract Deposits and Transfers                 282,864              60,836               25,015
    Cost Of Insurance Charge                        (34,464)            (10,075)              (4,740)
    Policy Loans                                     (4,098)                  0                    0
    Contract Withdrawals                             (3,073)               (712)                 (20)
                                              --------------     ---------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       241,229              50,049               20,255
                                              --------------     ---------------      ---------------
Total Increase (Decrease) in Net Assets             248,679              54,345               19,508
Net Assets, at Beginning of Year                    119,661              33,970               10,712
                                              --------------     ---------------      ---------------
Net Assets, at End of Year                         $368,340             $88,315              $30,220
                                              ==============     ===============      ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                  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 and Transfers                  27,235               4,185                2,795
    Cost Of Insurance Charge                         (3,562)               (124)                (536)
    Policy Loans                                          0                   0                    0
    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, Gallery
Life, and Polaris 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"), Weiss, Peck &
Greer ("WP&G Tomorrow  Fund"),  Anchor Series Trust  ("Anchor"),  and SunAmerica
Series Trust  ("SunAmerica").  The assets in the policies may be invested in the
following subaccounts:
<TABLE>
<S>                                                      <C>
AIM Fund:                                                Fidelity Trust II:
           Capital Appreciation Fund                                 Asset Manager Portfolio
           International Equity Fund                                 Contrafund Portfolio
                                                                     Investment Grade Bond Portfolio

Alliance Fund:
           Conservative Investors Portfolio              SunAmerica:
           Global Bond Portfolio                                     Alliance Growth Portfolio
           Global Dollar Government Portfolio                        Aggressive Growth Portfolio
           Growth Portfolio                                          Asset Allocation Portfolio
           Growth & Income Portfolio                                 Cash Management Portfolio
           Growth Investors Portfolio                                Corporate Bond Portfolio
           International Portfolio                                   "Dogs" of Wall Street Portfolio
           Money Market Portfolio                                    Emerging Markets Portfolio
           Premier Growth Portfolio                                  Federated Value Portfolio
           Quasar Portfolio                                          Global Bond Portfolio
           Technology Portfolio                                      Global Equities Portfolio
           Total Return Portfolio                                    Growth-Income Portfolio
           U.S. Government/High Grade Securities Portfolio           High-Yield Bond Portfolio
           Utility Income Portfolio                                  International Diversified Equities Portfolio
                                                                     International Growth & Income Portfolio
Anchor:                                                              MFS Growth & Income Portfolio
           Capital Appreciation Portfolio                            MFS Mid-Cap Growth Portfolio
           Government & Quality Bond Portfolio                       MFS Total Return Portfolio
           Growth Portfolio                                          Putnam Growth Portfolio
           Natural Resources Portfolio                               Real Estate Portfolio
                                                                     SunAmerica Balanced Portfolio
Dreyfus Fund:                                                        Utility Portfolio
           Small Company Stock Portfolio                             Venture Value Portfolio
           Stock Index Fund                                          Worldwide High Income Portfolio
           Zero Coupon 2000 Portfolio
                                                         Van Eck Trust:
Fidelity Trust:                                                      Worldwide Balanced Fund (Fund Closed 06/29/98)
           Growth Portfolio                                          Worldwide Emerging Markets Fund
           High Income Portfolio                                     Worldwide Hard Assets Fund
           Money Market Portfolio
           Overseas Portfolio                             WP&G Tomorrow Fund:
                                                                     Tomorrow Long Term Portfolio
                                                                     Tomorrow Medium Term Portfolio
                                                                     Tomorrow Short Term Portfolio
</TABLE>

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.

E. The financial  statements for 1998 and 1997 have been reclassified to conform
to the 1999 presentation.

3. Contract Charges

Vision and Gallery Life Products

There are charges  and  deductions  for which the Company  will deduct from each
policy.  The deductions  from each premium payment 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

     (d)  acquisition and underwriting charges

A transfer  charge of $25.00 will be assessed for each  transfer in excess of 12
each Policy year.

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.

Polaris Life Product

There are charges  and  deductions  for which the Company  will deduct from each
policy.  The current  deductions from each premium payment are a sales charge of
5% for the first ten  policy  years,  which  will  reduce to 3% in policy  years
eleven and  greater.  The  maximum  that will be  charged  is 8% of the  premium
payment.

Daily  charges  for  mortality  and  expense  risks  assumed by the  Company are
assessed through the daily unit value calculation and are currently  equivalent,
on an annual basis,  to .75% of the account value of the policies with a maximum
of .90%.  This  charge may be  decreased  to not less than .25% in policy  years
eleven and greater.  The maximum is  guaranteed  not to exceed an annual rate of
 .90%.

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 or riders

     (d)  acquisition and underwriting charges (first five policy years)

A transfer  charge of $25.00 will be assessed for each  transfer in excess of 12
each Policy year.

If the policy is  surrendered  during  the first ten policy  years or ten policy
years  following a Face  Amount  increase,  the Company  will deduct a surrender
charge  based on the initial  Face  Amount or the  increase  in Face  Amount.  A
surrender charge will also be deducted for a partial withdrawal or a decrease in
Face Amount.

For a partial  withdrawal or a Face Amount  Decrease,  the  surrender  charge is
equal to the applicable  surrender charge multiplied by a fraction (equal to the
amount of partial  withdrawal  plus any  administrative  charge,  if applicable,
divided  by the Net  Cash  Surrender  Value  immediately  prior  to the  partial
withdraw).  An administrative  charge upon partial surrender may 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)

4. Purchases of Investments

For the year ended  December  31, 1999,  investment  activity in the Fund was as
follows:
<TABLE>
                                                                 Cost of            Proceeds
                                                                Purchases          From Sales
<S>                                                             <C>                 <C>
Shares of
AIM Fund:
        Capital Appreciation Fund                                $ 224,923           $ 74,481
        International Equity Fund                                  367,455             48,960
Alliance Fund:
        Conservative Investors Portfolio                            13,451              5,581
        Global Bond Portfolio                                       20,849             12,897
        Global Dollar Government Portfolio                              31                 54
        Growth Portfolio                                         5,099,952          4,219,764
        Growth & Income Portfolio                                4,629,933          4,564,336
        Growth Investors Portfolio                                  89,948             55,956
        International Portfolio                                 42,790,294         43,112,716
        Money Market Portfolio                                  55,049,664         55,039,193
        Premier Growth Portfolio                                 2,005,804          1,600,619
        Technology Portfolio                                    77,489,023         75,369,157
        Total Return Portfolio                                         229                241
        Quasar Portfolio                                        30,368,359         29,626,932
        U.S. Government/High Grade Securities Portfolio                 59                 87
        Utility Income Portfolio                                        43                101
Anchor:
        Capital Appreciation Portfolio                             120,952             51,771
        Government & Quality Bond Portfolio                        164,460             42,161
        Growth Portfolio                                            64,207             39,857
        Natural Resources Portfolio                                 11,378                246
Dreyfus Fund:
        Small Company Portfolio                                    229,583            116,998
        Stock Index Fund                                         2,202,224            512,068
        Zero Coupon 2000 Portfolio                                   7,085              3,048
Fidelity Trust:
        Asset Manager Portfolio                                    495,994            131,911
        Contrafund Portfolio                                       698,379            101,713
        Growth Portfolio                                         2,741,221            908,496
        High Income Portfolio                                      310,887             94,420
        Investment Grade Bond Portfolio                            402,048            105,340
        Money Market Portfolio                                   3,705,690          4,692,763
        Overseas Portfolio                                         181,549             66,269
Sun America:
        Alliance Growth Portfolio                                  760,653             75,816
        Aggressive Growth Portfolio                                180,460             62,622
        Asset Allocation Portfolio                                  81,049             53,747
        Cash Management Portfolio                                4,383,240          2,551,560
        Corporate Bond Portfolio                                    14,726              7,367
        "Dogs" of Wall Street Portfolio                             42,758              8,833
        Emerging Markets Portfolio                                  48,389             16,373
        Federated Value Portfolio                                  160,428              3,796
        Global Bond Portfolio                                        3,220                 28
        Global Equities Portfolio                                   46,606             14,530
        Growth-Income Portfolio                                    414,879            284,271
        High-Yield Bond Portfolio                                  108,048             15,646
        International Diversified Equities Portfolio               255,839            102,490
        International Growth & Income Portfolio                    135,631              8,653
        MFS Growth & Income Portfolio                              139,771             65,987
        MFS Mid-Cap Growth Portfolio                               157,758             73,541
        MFS Total Return Portfolio                                  72,858             31,714
        Putnam Growth Portfolio                                    239,995            117,899
        Real Estate Portfolio                                        4,718                 19
        SunAmerica Balanced Portfolio                              102,293             12,503
        Utility Portfolio                                           11,722                962
        Venture Value Portfolio                                    259,867             12,138
        Worldwide High Income Portfolio                                617                 55
Van Eck Trust:
        Worldwide Emerging Markets Fund                             51,310             15,476
        Worldwide Hard Assets Fund                                  59,457             31,886
        Worldwide Balanced Fund                                          0                  0

</TABLE>
<PAGE>
<TABLE>

                     AIG LIFE INSURANCE COMPANY
                             (AIG LIFE)
                         VARIABLE ACCOUNT II

              NOTES TO FINANCIAL STATEMENTS (continued)

4. Purchases of Investments (continued)
                                                                   Cost of         Proceeds
                                                                  Purchases        From Sales
<S>                                                             <C>               <C>
Shares of
WP&G Tomorrow Fund:
        Tomorrow Long Term Portfolio                                 27,015            8,757
        Tomorrow Medium Term Portfolio                                  849              627
        Tomorrow Short Term Portfolio                                18,817           16,883
</TABLE>

<PAGE>

                     AIG LIFE INSURANCE COMPANY
                             (AIG LIFE)
                         VARIABLE ACCOUNT II

              NOTES TO FINANCIAL STATEMENTS (continued)

4. Purchases of Investments (continued)

For the year ended  December  31, 1998,  investment  activity in the Fund was as
follows:
<TABLE>

                                                                   Cost of            Proceeds
                                                                  Purchases          From Sales
<S>                                                               <C>               <C>
Shares of
AIM Fund:
        Capital Appreciation Fund                                  $ 201,598           $ 26,283
        International Equity Fund                                    499,113            240,193
Alliance Fund:
        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 Securities Portfolio                  976                  8
        Utility Income Portfolio                                         976                  8
Dreyfus Fund:
        Small Company Portfolio                                      277,608            163,341
        Stock Index Fund                                           1,719,925            387,790
        Zero Coupon 2000 Portfolio                                     7,868              5,215
Fidelity Trust:
        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 Trust:
        Worldwide Emerging Markets Fund                               31,817              4,692
        Worldwide Hard Assets Fund                                    34,521             13,551
        Worldwide Balanced Fund                                       43,581            115,939
WP&G Tomorrow Fund:
        Tomorrow Long Term Portfolio                                  43,881             17,022
        Tomorrow Medium Term Portfolio                                 1,311              1,067
        Tomorrow Short Term Portfolio                                  4,968                873
</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, 1999,  transactions in accumulation units of the
account were as follows:

<TABLE>


                                                        AIM                              AIM                          Alliance
                                                      Capital                       International                   Conservative
                                                     Appreciation                      Equity                        Investors
                                               1        Fund             1              Fund              3          Portfolio

                                                 -------------------            ----------------------           -------------------
<S>                                                     <C>                               <C>                              <C>
Units Purchased                                           11,820.14                         15,051.27                        735.54
Units Withdrawn                                           (4,004.68)                        (4,365.68)                      (309.69)
Units Transferred Between Funds                            3,934.12                         13,591.17                        (70.70)
Units Transferred From (To) AIG Life                           4.63                              0.00                          0.00

                                                 -------------------            ----------------------           -------------------
Net Increase (Decrease)                                   11,754.21                         24,276.76                        355.15
Units, at Beginning of the Year                           17,648.32                         21,138.24                      2,405.91

                                                 -------------------            ----------------------           -------------------
Units, at End of the Year                                 29,402.53                         45,415.00                      2,761.06

                                                 ===================            ======================           ===================

Unit Value at December 31, 1999                  $            16.30           $                 17.78          $              14.27

                                                 ===================            ======================           ===================
</TABLE>
<TABLE>


                                                                                       Alliance
                                                        Alliance                       Global
                                                         Global                        Dollar                         Alliance
                                                          Bond                       Government                        Growth
                                                 1     Portfolio              2       Portfolio                3     Portfolio

                                                   -------------------          ----------------------           -------------------
<S>                                                            <C>                               <C>                      <C>
Units Purchased                                                575.04                            0.00                     39,776.31
Units Withdrawn                                               (159.18)                          (6.60)                   (19,671.92)
Units Transferred Between Funds                                327.26                            0.00                      6,129.06
Units Transferred From (To) AIG Life                             0.00                            0.00                          0.00

                                                   -------------------          ----------------------           -------------------
Net Increase (Decrease)                                        743.12                           (6.60)                    26,233.45
Units, at Beginning of the Year                                766.18                           29.13                    126,178.00

                                                   -------------------          ----------------------           -------------------
Units, at End of the Year                                    1,509.30                           22.53                    152,411.45

                                                   ===================          ======================           ===================

Unit Value at December 31, 1999                  $              10.38         $                  9.55          $              29.86

                                                   ===================          ======================           ===================
</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>

<TABLE>

                                                        Alliance
                                                         Growth                       Alliance
                                                           &                           Growth                         Alliance
                                                         Income                       Investors                    International
                                                 3     Portfolio              3       Portfolio                2     Portfolio

                                                   -------------------          ----------------------           -------------------
<S>                                                         <C>                              <C>                               <C>
Units Purchased                                             30,461.06                        2,631.85                          0.00
Units Withdrawn                                            (13,838.55)                      (1,720.71)                      (209.31)
Units Transferred Between Funds                            (24,624.69)                         (47.78)                       209.31
Units Transferred From (To) AIG Life                             0.00                            0.00                          0.00

                                                   -------------------          ----------------------           -------------------
Net Increase (Decrease)                                     (8,002.18)                         863.36                          0.00
Units, at Beginning of the Year                            122,262.66                       11,986.03                          0.00

                                                   -------------------          ----------------------           -------------------
Units, at End of the Year                                  114,260.48                       12,849.39                          0.00

                                                   ===================          ======================           ===================

Unit Value at December 31, 1999                  $              22.67         $                 18.81          $              15.37

                                                   ===================          ======================           ===================
</TABLE>

<TABLE>



                                                        Alliance                        Alliance                    Alliance
                                                         Money                           Premier                    Premier
                                                         Market                          Growth                      Growth
                                                 2     Portfolio                1       Portfolio            2     Portfolio

                                                   -------------------            ----------------------       -------------------
<S>                                                         <C>                               <C>                          <C>
Units Purchased                                             28,076.48                         13,246.88                    219.15
Units Withdrawn                                             (2,456.46)                        (4,175.01)                   (59.22)
Units Transferred Between Funds                            (24,733.45)                        13,952.49                    305.94
Units Transferred From (To) AIG Life                             0.00                              0.00                      0.00

                                                   -------------------            ----------------------       -------------------
Net Increase (Decrease)                                        886.57                         23,024.36                    465.87
Units, at Beginning of the Year                              1,941.33                          9,710.77                    369.56

                                                   -------------------            ----------------------       -------------------
Units, at End of the Year                                    2,827.90                         32,735.13                    835.43

                                                   ===================            ======================       ===================

Unit Value at December 31, 1999                  $              10.95           $                 19.75      $              20.26

                                                   ===================            ======================       ===================

</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>

                                                                                         Alliance
                                                        Alliance                          Total                       Alliance
                                                       Technology                        Return                        Quasar
                                                 3     Portfolio                2       Portfolio              1     Portfolio

                                                   -------------------            ----------------------         -------------------
<S>                                                         <C>                                    <C>                    <C>
Units Purchased                                             28,350.64                              0.00                   13,753.83
Units Withdrawn                                            (10,962.54)                           (17.38)                  (5,066.89)
Units Transferred Between Funds                             80,037.83                              0.00                    1,179.61
Units Transferred From (To) AIG Life                             0.00                              0.00                        0.00

                                                   -------------------            ----------------------         -------------------
Net Increase (Decrease)                                     97,425.93                            (17.38)                   9,866.55
Units, at Beginning of the Year                             46,047.66                            207.79                   28,150.24

                                                   -------------------            ----------------------         -------------------
Units, at End of the Year                                  143,473.59                            190.41                   38,016.79

                                                   ===================            ======================         ===================

Unit Value at December 31, 1999                  $              30.56           $                 12.86        $              13.15

                                                   ===================            ======================         ===================

</TABLE>
<TABLE>

                                                                                        Alliance
                                                                                          U.S.
                                                                                       Government/
                                                                                          High                       Alliance
                                                        Alliance                          Grade                      Utility
                                                         Quasar                        Securities                     Income
                                                 2     Portfolio                2       Portfolio             2     Portfolio
                                                   -------------------            ----------------------         -------------------
<S>                                                         <C>                                    <C>                        <C>
Units Purchased                                             55,757.99                              0.00                       0.00
Units Withdrawn                                               (561.44)                            (7.28)                     (5.90)
Units Transferred Between Funds                             19,980.30                              0.00                       0.00
Units Transferred From (To) AIG Life                             0.00                              0.00                       0.00
                                                   -------------------            ----------------------         -------------------
Net Increase (Decrease)                                     75,176.85                             (7.28)                     (5.90)
Units, at Beginning of the Year                                523.73                             87.06                      70.48
                                                   -------------------            ----------------------         -------------------
Units, at End of the Year                                   75,700.58                             79.78                      64.58

                                                   ===================            ======================        ===================

Unit Value at December 31, 1999                  $              10.61           $                 10.75       $              17.12

                                                   ===================            ======================        ===================

</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>

                                                                                         Anchor
                                                                                       Government
                                                         Anchor                             &
                                                        Capital                          Quality                      Anchor
                                                      Appreciation                        Bond                        Growth
                                                 4     Portfolio                4       Portfolio             4     Portfolio

                                                   -------------------            ----------------------        -------------------
<S>                                                          <C>                                 <C>                      <C>
Units Purchased                                              3,087.57                            535.06                   3,649.48
Units Withdrawn                                               (317.29)                          (140.82)                    (63.16)
Units Transferred Between Funds                              2,983.66                         11,532.73                    (954.91)
Units Transferred From (To) AIG Life                             0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Net Increase (Decrease)                                      5,753.94                         11,926.97                   2,631.41
Units, at Beginning of the Year                                  0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Units, at End of the Year                                    5,753.94                         11,926.97                   2,631.41

                                                   ===================            ======================        ===================

Unit Value at December 31, 1999                     $           14.39              $              10.08          $           11.70

                                                   ===================            ======================        ===================

</TABLE>

<TABLE>


                                                                                          Dreyfus
                                                          Anchor                           Small                     Dreyfus
                                                         Natural                          Company                     Stock
                                                        Resources                          Stock                      Index
                                                  4     Portfolio                1       Portfolio            1        Fund

                                                    -------------------            ----------------------       -------------------
<S>                                                             <C>                             <C>                      <C>
Units Purchased                                                 725.94                          9,227.64                 63,725.74
Units Withdrawn                                                 (27.11)                        (4,839.00)               (26,081.49)
Units Transferred Between Funds                                 384.56                          7,091.34                 31,946.11
Units Transferred From (To) AIG Life                              0.00                              0.00                      0.00

                                                    -------------------            ----------------------       -------------------
Net Increase (Decrease)                                       1,083.39                         11,479.98                 69,590.36
Units, at Beginning of the Year                                   0.00                         25,681.64                122,837.64

                                                    -------------------            ----------------------       -------------------
Units, at End of the Year                                     1,083.39                         37,161.62                192,428.00

                                                    ===================            ======================       ===================

Unit Value at December 31, 1999                   $              11.10           $                 10.59      $              26.42

                                                    ===================            ======================       ===================

</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>


                                                         Dreyfus
                                                           Zero                          Fidelity
                                                          Coupon                           Asset                     Fidelity
                                                           2000                           Manager                   Contrafund
                                                  1     Portfolio                1       Portfolio            1     Portfolio

                                                    -------------------            ----------------------       -------------------
<S>                                                             <C>                            <C>                       <C>
Units Purchased                                                 597.22                         20,837.92                 23,741.45
Units Withdrawn                                                (199.21)                        (6,305.74)                (5,987.55)
Units Transferred Between Funds                                (118.80)                         3,327.67                 25,139.94
Units Transferred From (To) AIG Life                              0.00                              0.00                      0.00

                                                    -------------------            ----------------------       -------------------
Net Increase (Decrease)                                         279.21                         17,859.85                 42,893.84
Units, at Beginning of the Year                               1,158.47                         46,661.29                 22,912.64

                                                    -------------------            ----------------------       -------------------
Units, at End of the Year                                     1,437.68                         64,521.14                 65,806.48

                                                    ===================            ======================       ===================

Unit Value at December 31, 1999                   $              11.93           $                 18.73      $              15.95

                                                    ===================            ======================       ===================
</TABLE>
<TABLE>



                                                                                                                     Fidelity
                                                                                        Fidelity                    Investment
                                                        Fidelity                          High                        Grade
                                                         Growth                          Income                        Bond
                                                 1     Portfolio                1       Portfolio             1     Portfolio

                                                   -------------------            ----------------------        -------------------
<S>                                                         <C>                                <C>                        <C>
Units Purchased                                             62,187.99                          7,127.52                   8,032.99
Units Withdrawn                                            (31,295.73)                        (4,628.72)                 (7,463.52)
Units Transferred Between Funds                             34,441.26                         12,402.97                  23,182.68
Units Transferred From (To) AIG Life                             0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Net Increase (Decrease)                                     65,333.52                         14,901.77                  23,752.15
Units, at Beginning of the Year                            145,023.28                         20,823.30                  16,922.34

                                                   -------------------            ----------------------        -------------------
Units, at End of the Year                                  210,356.80                         35,725.07                  40,674.49

                                                   ===================            ======================        ===================

Unit Value at December 31, 1999                  $              28.63           $                 13.55       $              12.10

                                                   ===================            ======================        ===================
</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>

                                                        Fidelity                                                    SunAmerica
                                                         Money                          Fidelity                     Alliance
                                                         Market                         Overseas                      Growth
                                                 1     Portfolio                1       Portfolio             3     Portfolio

                                                   -------------------            ----------------------        -------------------
<S>                                                        <C>                                <C>                        <C>
Units Purchased                                            296,852.47                         10,267.86                  18,144.56
Units Withdrawn                                            (54,093.36)                        (4,680.67)                 (1,330.02)
Units Transferred Between Funds                           (322,250.00)                         1,268.85                  46,463.38
Units Transferred From (To) AIG Life                       (10,676.10)                             0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Net Increase (Decrease)                                    (90,166.99)                         6,856.04                  63,277.92
Units, at Beginning of the Year                            234,124.50                         27,306.95                       0.00

                                                   -------------------            ----------------------        -------------------
Units, at End of the Year                                  143,957.51                         34,162.99                  63,277.92

                                                   ===================            ======================        ===================

Unit Value at December 31, 1999                  $              12.24           $                 19.68       $              12.16

                                                   ===================            ======================        ===================

</TABLE>
<TABLE>


                                                        SunAmerica                      SunAmerica                  SunAmerica
                                                        Aggressive                         Asset                       Cash
                                                          Growth                        Allocation                  Management
                                                  4     Portfolio                4       Portfolio            4     Portfolio

                                                    -------------------            ----------------------       -------------------
<S>                                                           <C>                               <C>                     <C>
Units Purchased                                               4,657.50                          3,037.65                377,272.01
Units Withdrawn                                                (795.85)                          (419.16)               (19,378.82)
Units Transferred Between Funds                               5,268.91                             80.70               (176,841.62)
Units Transferred From (To) AIG Life                              0.00                              0.00                      0.00

                                                    -------------------            ----------------------       -------------------
Net Increase (Decrease)                                       9,130.56                          2,699.19                181,051.57
Units, at Beginning of the Year                                   0.00                              0.00                      0.00

                                                    -------------------            ----------------------       -------------------
Units, at End of the Year                                     9,130.56                          2,699.19                181,051.57

                                                    ===================            ======================       ===================

Unit Value at December 31, 1999                   $              15.98           $                 10.50      $              10.21

                                                    ===================            ======================       ===================
</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>


                                                                                      SunAmerica
                                                                                         "Dogs"
                                                       SunAmerica                          of                      SunAmerica
                                                       Corporate                          Wall                      Emerging
                                                          Bond                           Street                     Markets
                                                 4     Portfolio                4       Portfolio            4     Portfolio

                                                   -------------------            ----------------------       -------------------
<S>                                                            <C>                             <C>                         <C>
Units Purchased                                                724.19                          1,668.19                    872.79
Units Withdrawn                                                (12.96)                          (142.27)                  (248.45)
Units Transferred Between Funds                                 15.91                          2,212.54                  2,399.71
Units Transferred From (To) AIG Life                             0.00                              0.00                      0.00

                                                   -------------------            ----------------------       -------------------
Net Increase (Decrease)                                        727.14                          3,738.46                  3,024.05
Units, at Beginning of the Year                                  0.00                              0.00                      0.00

                                                   -------------------            ----------------------       -------------------
Units, at End of the Year                                      727.14                          3,738.46                  3,024.05

                                                   ===================            ======================       ===================

Unit Value at December 31, 1999                  $              10.04           $                  8.89      $              13.17

                                                   ===================            ======================       ===================

</TABLE>
<TABLE>


                                                       SunAmerica                      SunAmerica                   SunAmerica
                                                       Federated                         Global                       Global
                                                         Value                            Bond                       Equities
                                                 4     Portfolio                4       Portfolio             4     Portfolio

                                                   -------------------            ----------------------        -------------------
<S>                                                          <C>                                 <C>                      <C>
Units Purchased                                              1,006.86                            276.98                   1,535.29
Units Withdrawn                                               (129.17)                            (2.51)                   (117.79)
Units Transferred Between Funds                             15,996.89                             44.15                   1,647.90
Units Transferred From (To) AIG Life                             0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Net Increase (Decrease)                                     16,874.58                            318.62                   3,065.40
Units, at Beginning of the Year                                  0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Units, at End of the Year                                   16,874.58                            318.62                   3,065.40

                                                   ===================            ======================        ===================

Unit Value at December 31, 1999                  $               9.66           $                 10.02       $              12.37

                                                   ===================            ======================        ===================
</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>

                                                                                                                    SunAmerica
                                                                                       SunAmerica                 International
                                                       SunAmerica                      High-Yield                  Diversified
                                                     Growth-Income                        Bond                       Equities
                                                 4     Portfolio                4       Portfolio             4     Portfolio

                                                   -------------------            ----------------------        -------------------
<S>                                                         <C>                                <C>                        <C>
Units Purchased                                             14,384.17                          1,529.97                   3,783.70
Units Withdrawn                                             (2,071.27)                           (88.19)                   (769.37)
Units Transferred Between Funds                                201.87                          7,829.61                  10,963.49
Units Transferred From (To) AIG Life                             0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Net Increase (Decrease)                                     12,514.77                          9,271.39                  13,977.82
Units, at Beginning of the Year                                  0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Units, at End of the Year                                   12,514.77                          9,271.39                  13,977.82

                                                   ===================            ======================        ===================

Unit Value at December 31, 1999                  $              11.69           $                 10.11       $              12.02

                                                   ===================            ======================        ===================

</TABLE>
<TABLE>


                                                       SunAmerica                      SunAmerica
                                                     International                         MFS                     SunAmerica
                                                         Growth                          Growth                       MFS
                                                           &                                &                       Mid-Cap
                                                         Income                          Income                      Growth
                                                 4     Portfolio                4       Portfolio            4     Portfolio

                                                   -------------------            ----------------------       -------------------
<S>                                                          <C>                               <C>                       <C>
Units Purchased                                              2,525.66                          5,651.50                  2,679.50
Units Withdrawn                                               (179.23)                          (212.55)                  (479.49)
Units Transferred Between Funds                              8,689.76                          2,300.44                  4,150.47
Units Transferred From (To) AIG Life                             0.00                              0.00                      0.00

                                                   -------------------            ----------------------       -------------------
Net Increase (Decrease)                                     11,036.19                          7,739.39                  6,350.48
Units, at Beginning of the Year                                  0.00                              0.00                      0.00

                                                   -------------------            ----------------------       -------------------
Units, at End of the Year                                   11,036.19                          7,739.39                  6,350.48

                                                   ===================            ======================       ===================

Unit Value at December 31, 1999                  $              10.96           $                 10.35      $              14.86

                                                   ===================            ======================       ===================
</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>


                                                        SunAmerica
                                                           MFS                          SunAmerica                 SunAmerica
                                                          Total                           Putnam                      Real
                                                          Return                          Growth                     Estate
                                                  4     Portfolio                4       Portfolio           4     Portfolio

                                                    -------------------            ----------------------      -------------------
<S>                                                           <C>                               <C>                        <C>
Units Purchased                                               2,758.75                          5,169.67                   535.79
Units Withdrawn                                                (133.20)                          (398.54)                   (9.36)
Units Transferred Between Funds                               1,555.02                          6,397.61                    14.33
Units Transferred From (To) AIG Life                              0.00                              0.00                     0.00

                                                    -------------------            ----------------------      -------------------
Net Increase (Decrease)                                       4,180.57                         11,168.74                   540.76
Units, at Beginning of the Year                                   0.00                              0.00                     0.00

                                                    -------------------            ----------------------      -------------------
Units, at End of the Year                                     4,180.57                         11,168.74                   540.76

                                                    ===================            ======================      ===================

Unit Value at December 31, 1999                   $               9.93           $                 12.44     $               9.00

                                                    ===================            ======================      ===================

</TABLE>
<TABLE>



                                                        SunAmerica                                                  SunAmerica
                                                        SunAmerica                      SunAmerica                   Venture
                                                         Balanced                         Utility                     Value
                                                  4     Portfolio                4       Portfolio            4     Portfolio

                                                    -------------------            ----------------------       -------------------
<S>                                                           <C>                                 <C>                     <C>
Units Purchased                                               2,025.43                            940.53                  2,388.04
Units Withdrawn                                                (314.84)                           (30.75)                  (354.26)
Units Transferred Between Funds                               6,861.07                            182.90                 14,867.32
Units Transferred From (To) AIG Life                              0.00                              0.00                      0.00

                                                    -------------------            ----------------------       -------------------
Net Increase (Decrease)                                       8,571.66                          1,092.68                 16,901.10
Units, at Beginning of the Year                                   0.00                              0.00                      0.00

                                                    -------------------            ----------------------       -------------------
Units, at End of the Year                                     8,571.66                          1,092.68                 16,901.10

                                                    ===================            ======================       ===================

Unit Value at December 31, 1999                   $              11.55           $                  9.91      $              15.57

                                                    ===================            ======================       ===================

</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.
<PAGE>
<TABLE>

                                                       SunAmerica                        Van Eck                     Van Eck
                                                       Worldwide                        Worldwide                   Worldwide
                                                          High                          Emerging                       Hard
                                                         Income                          Markets                      Assets
                                                 4     Portfolio                1         Fund                1        Fund

                                                   -------------------            ----------------------        -------------------
<S>                                                              <C>                           <C>                        <C>
Units Purchased                                                  0.00                          4,269.29                   2,973.26
Units Withdrawn                                                 (5.36)                          (915.31)                 (1,397.63)
Units Transferred Between Funds                                 58.37                          1,585.65                   1,670.14
Units Transferred From (To) AIG Life                             0.00                              0.00                       0.00

                                                   -------------------            ----------------------        -------------------
Net Increase (Decrease)                                         53.01                          4,939.63                   3,245.77
Units, at Beginning of the Year                                  0.00                          4,869.09                   4,444.97

                                                   -------------------            ----------------------        -------------------
Units, at End of the Year                                       53.01                          9,808.72                   7,690.74

                                                   ===================            ======================        ===================

Unit Value at December 31, 1999                  $              11.03           $                 12.04       $               9.32

                                                   ===================            ======================        ===================

</TABLE>
<TABLE>


                                                          WP&G                            WP&G                        WP&G
                                                        Tomorrow                        Tomorrow                    Tomorrow
                                                          Long                           Medium                      Short
                                                          Term                            Term                        Term
                                                 1     Portfolio                1       Portfolio            1     Portfolio

                                                   -------------------            ----------------------       -------------------
<S>                                                          <C>                                  <C>                      <C>
Units Purchased                                              1,256.59                             39.61                    170.66
Units Withdrawn                                               (684.64)                           (49.77)                   (71.65)
Units Transferred Between Funds                                184.88                              0.00                      0.00
Units Transferred From (To) AIG Life                             0.00                              0.00                      0.00

                                                   -------------------            ----------------------       -------------------
Net Increase (Decrease)                                        756.83                            (10.16)                    99.01
Units, at Beginning of the Year                              3,957.97                            341.05                    497.25

                                                   -------------------            ----------------------       -------------------
Units, at End of the Year                                    4,714.80                            330.89                    596.26

                                                   ===================            ======================       ===================

Unit Value at December 31, 1999                  $              16.24           $                 14.63      $              13.73

                                                   ===================            ======================       ===================

</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
Footnote 3 are Vision and Gallery Life combined.
Footnote 4 are the Polaris funds.




<PAGE>



                                   APPENDIX A

                   Maximum Initial Surrender Charge Per $1,000

                        of Initial Specified Face Amount
<TABLE>

          Issue Age                         Sex                     Smoker Status              Surrender Charge
          ---------                         ---                     -------------              ----------------
<S>                                        <C>                        <C>                           <C>
              25                           Male                       Nonsmoker                     $16.00
              35                           Male                       Nonsmoker                      19.00
              45                           Male                       Nonsmoker                      26.00
              55                           Male                       Nonsmoker                      38.00
              65                           Male                       Nonsmoker                      46.00
              75                           Male                       Nonsmoker                      46.00
              25                           Male                        Smoker                        18.00
              35                           Male                        Smoker                        23.00
              45                           Male                        Smoker                        32.00
              55                           Male                        Smoker                        48.00
              65                           Male                        Smoker                        48.00
              75                           Male                        Smoker                        48.00
              25                          Female                      Nonsmoker                      15.00
              35                          Female                      Nonsmoker                      18.00
              45                          Female                      Nonsmoker                      23.00
              55                          Female                      Nonsmoker                      33.00
              65                          Female                      Nonsmoker                      45.00
              75                          Female                      Nonsmoker                      45.00
              25                          Female                       Smoker                        16.00
              35                          Female                       Smoker                        20.00
              45                          Female                       Smoker                        26.00
              55                          Female                       Smoker                        37.00
              65                          Female                       Smoker                        46.00
              75                          Female                       Smoker                        46.00


</TABLE>

<PAGE>




                                   APPENDIX B

                          AVERAGE ANNUAL TOTAL RETURNS

                                (As of 12/31/99)
<TABLE>

                                                                                                           LIFE OF
  FUND NAME (INCEPTION DATE)                                     1 YEAR     3 YEAR     5 YEAR     10 YEAR     FUND
  --------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>        <C>        <C>        <C>           <C>

  ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.

       Premier Growth (6/26/92)                                    32.32%     37.87%     36.03%     N/A        26.31%
       Quasar (8/5/96)                                             17.08%      9.87%        N/A     N/A        10.63%
       Growth and Income (1/14/91)                                 11.37%     20.14%     23.91%     N/A        15.48%
       Growth (9/15/94)                                            34.47%     31.05%     31.35%     N/A        30.61%
       North American Government Income (5/3/94)                    8.90%      7.50%     12.59%     N/A         8.54%

  AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

       VP Income & Growth Fund (10/30/97)                          18.02%      N/A        N/A         N/A        24.69%
       VP International (5/1/94)                                   64.04%     32.21%     24.28%     N/A        20.07%

  BERGER INSTITUTIONAL PRODUCTS TRUST

       IPT New Generation (5/1/00) (1)                             144.20     55.10       N/A         N/A      47.50%
       IPT Small Company Growth (5/1/96) (2)                       91.45%     33.21%     N/A        N/A        26.24%

  FIDELITY VARIABLE INSURANCE PRODUCTS FUND II AND III

       VIP II Index 500 (8/27/92)                                  20.52%     27.11%     28.16%     N/A        21.07%
       VIP II Contrafund (1/3/95)                                  24.25%     26.10%    N/A         N/A        27.73%
       VIP III Balanced (1/3/95)                                    4.55%     14.54%    N/A         N/A        13.50%

  GOLDMAN SACHS VARIABLE INSURANCE TRUST

       Global Income (1/12/98) (3)                                 -1.01%    N/A        N/A         N/A         3.59%
       CORESM Large Cap Growth (2/13/98)                           35.42%    N/A        N/A         N/A        27.69%
       CORESM U.S. Equity (2/13/98)                                24.30%    N/A        N/A         N/A        20.75%
       International Equity (1/12/98) (4)                          31.85%    N/A        N/A         N/A        26.26%

  MORGAN STANLEY UNIVERSAL INSTITUTIONAL FUNDS

       Emerging Markets Equity (10/1/96)                           94.70%     13.98%    N/A         N/A        12.13%
       Fixed Income (1/2/97)                                       -1.63%    N/A        N/A         N/A         5.29%
       High Yield (1/2/97)                                          7.10%    N/A        N/A         N/A         8.43%
       Mid Cap Growth (10/18/99)                                    N/A      N/A        N/A         N/A     38.40%*
       Mid Cap Value (1/2/97)                                      20.11%    N/A        N/A         N/A        25.25%
       Technology (11/30/99)                                        N/A      N/A        N/A         N/A     24.16%*
       Money Market (1/4/99) (5)                                    4.65%    N/A        N/A         N/A         4.65%

  NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST(6)
       AMT Partners Portfolio (3/22/94)                             7.37%     13.67%     21.04%     N/A        17.47%

  PIMCO VARIABLE INSURANCE TRUST

       Long -Term U.S. Government (4/30/99)                        N/A        N/A        N/A        N/A           N/A
       Total Return Bond (12/31/97) (7)                            -0.58%     N/A        N/A        N/A         3.91%

  FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS  TRUST (VIP)

  (8)

       Templeton International Securities- Class 2 (5/1/92)        23.23%     15.21%     17.03%     N/A        15.25%
       Templeton Developing Markets Securities- Class 2            53.27%     -5.08%    N/A         N/A        -5.45%
  (3/1/96)

       Templeton Growth Securities - Class 2 (3/15/94)             20.84%     14.34%     15.36%     N/A        13.73%

  --------------------------------------------------------------------------------------------------------------------
* Period less than one year, return is cumulative not annualized.
</TABLE>



<PAGE>



This performance information reflects the total income generated by the Fund net
of total fund  operating  expenses,  plus capital gains and losses,  realized or
unrealized and assumes  reinvestment  of dividends and  distributions.  The data
assumes the relevant  subaccount was in existence on the Fund's  inception date.
The performance results do not reflect:  monthly deductions;  cost of insurance;
surrender charges;  sales loads;  mortality and expense risk charges; DAC taxes;
and any state or local premium taxes. If these charges were included,  the total
return  figures  would  be  lower.  These  charges  and  deductions  can  have a
significant  effect on policy,  account,  insurance  benefits and cash surrender
values,  as illustrated in the prospectus.  Past  performance  cannot predict or
guarantee  future  results.  The  investment  return  and  principal  value will
fluctuate,  so that units,  when  redeemed  may be worth more or less than their
original cost. For more information, please refer to the Funds Prospectus.

(1)  The performance  information shown is for the Berger New Generation Fund, a
     corresponding  retail Berger Fund that has the same  investment  objectives
     and  substantially  the same  investment  strategies as the Berger  IPT-New
     Generation  Fund,   which  commences   operations  on  May  1,  2000.  This
     information is not a substitute  for the  performance of the Berger IPT-New
     Generation   Fund,  and  is  not  an  indication  of  its  past  or  future
     performance.  Differences  in asset  size and in cash  flows are  likely to
     cause the performance of the Funds to differ. In addition,  the performance
     information  shown does not  reflect the  deduction  of charges or expenses
     attributable to the variable  insurance  contract  through which the Berger
     IPT-New  Generation  Fund's shares  purchased,  which would lower  returns.
     Given the  Fund's  focus on  leading  edge  companies  and those in rapidly
     changing  industries,  its investment  may involve  greater risks and price
     volatility  than those in companies in more stable  industries.  IPO's have
     made a significant contribution to the Fund's recent performance. There can
     be no assurance that such contribution will continue.

(2)  Investments in small companies may involve  greater risks,  including price
     volatility, and rewards than investments in larger companies.

(3)  A fund's foreign investments and active management  techniques entail risks
     in  addition   to  those   customarily   associated   with   investing   in
     dollar-denominated   securities  of  U.S.   issuers.   Compared  with  U.S.
     securities  markets,  foreign markets may be less liquid, more volatile and
     less subject to governmental regulation, and may make available less public
     information about issuers.  The fund may incur losses because of changes in
     securities  prices  expressed  in local  currencies,  movements in exchange
     rates, or both. These risks are more fully described in the prospectus.

(4)  In  particular,  the  securities  markets of  emerging  countries  in which
     certain funds may invest without limit are less liquid,  subject to greater
     price volatility,  have smaller market capitalizations,  have problems with
     share registration and custody, have less government regulation and are not
     subject  to as  extensive  and  frequent  accounting,  financial  and other
     reporting   requirements  as  the  securities  markets  of  more  developed
     countries.  At  times,  the  Fund  may be  unable  to sell  certain  of its
     portfolio securities without a substantial drop in price, if at all.

(5)  Investment in the Money Market  Portfolio is neither insured nor guaranteed
     by the FDIC or the U.S.  Government.  There  can be no  assurance  that the
     portfolio will be able to maintain a stable net asset value.

(6)  Shares  of  the  separate  AMT  Portfolios  of  Neuberger  Berman  Advisers
     Management Trust are sold only through the currently  effective  prospectus
     and are not available to the general  public.  Shares of the AMT Portfolios
     may be purchased  only by life insurance  companies,  to be used with their
     separate  accounts which fund variable  annuity and variable life insurance
     policies.  Neuberger  Berman  Management may absorb certain expenses of the
     AMT Portfolios.  Without this arrangement  which is subject to change,  the
     total returns of the portfolios could have been less. Total return includes
     reinvestment of dividends and capital gains distributions. Performance data
     quoted  represents past performance and the investment return and principal
     value of an investment  will  fluctuate so that the shares,  when redeemed,
     may be  worth  more or  less  than  the  original  cost.  Please  read  the
     prospectus carefully before you invest or send money.

     The  investments  for the AMT  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 AMT Portfolios.
     You should be aware that the AMT  Portfolios  are likely to differ from the
     other mutual funds in size, cash flow pattern and tax matters. Accordingly,
     the holdings and  performance of the AMT Portfolios can be expected to vary
     from those of the other mutual funds.

(7)  The Total  Return  Bond  Portfolio  may  invest a portion  of its assets in
     foreign  securities.  Investments  in foreign  securities  and markets pose
     different and possibly greater risk than those customarily  associated with
     domestic  securities,  including currency  fluctuations,  foreign taxes and
     political instability.

(8)  Standardized  performance for Class 2 shares  represents a `blended' figure
     containing  (a) for  periods  prior  to  Class  2's  inception  on  5/1/97,
     historical  results of Class 1 shares;  and (b) for periods  after  5/1/97,
     Class 2 results  reflecting  an  additional  12b-1 fee  expense  which also
     affects all future  performance.  Blended  figures assume  reinvestment  of
     dividends and capital gains.


                                  [Back cover]

The Securities and Exchange Commission maintains a Web site (http://www.sec.gov)
that contains  additional  information  about AIG Life  Insurance  Company,  the
policy and the  Separate  Account  which may be of interest to you. The Web site
also contains  additional  information  about the policy's  variable  investment
options.



<PAGE>





                           Part II - Other Information

                           UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities  Exchange
Act of 1934,  the  undersigned  registrant  hereby  undertakes  to file with the
Securities and Exchange Commission such supplementary and periodic  information,
documents,  and reports as may be  prescribed  by any rule or  regulation of the
Commission theretofore or hereafter duly adopted pursuant to authority conferred
in that section.

                                 REPRESENTATION

AIG Life Insurance  Company  represents that the fees and charges deducted under
the  Policy  covered  by  this  registration  statement,  in the  aggregate  are
reasonable  in relation to the services  rendered,  the expenses  expected to be
incurred, and the risks assumed by the Company.

                                 INDEMNIFICATION

Under its Bylaws,  the  Company,  to the full extent  permitted  by Delaware law
shall  indemnify  any  person who was or is a party to any  proceeding  (whether
brought by or in right of the Company or  otherwise)  by reason of the fact that
he or she is or was a  Director  of the  Company,  or  while a  Director  of the
Company, is or was serving at the request of the Company as a Director, Officer,
partner, Trustee, Employee, or Agent of another foreign or domestic corporation,
partnership,  joint venture,  trust,  other enterprise or employee benefit plan,
against  judgments,   penalties,  fines,  settlements  and  reasonable  expenses
actually incurred by him or her in connection with such proceeding.

The company  shall  extend  such  indemnification,  as is provided to  directors
above, to any person, not a director of the Company, who is or was an officer of
the  Company or is or was  serving at the  request of the Company as a director,
officer,  partner, trustee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise or employee benefit plan. In
addition, the Board of Directors of the Company may, by resolution,  extend such
further  indemnification  to an officer  or such other  person as may to it seem
fair and reasonable in view of all relevant circumstances.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Company  pursuant to such provision of the bylaws or statutes or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission,  such  indemnification  against  such  liabilities  (other  than the
payment by the  Company of expenses  incurred or paid by a director,  officer or
controlling  person of the Company in the successful defense of any such action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the Policies issued by Variable  Account II, the Company will
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in said Act and
will be governed by the final adjudication of such issue.

<PAGE>

                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

     The facing sheet.
     The Prospectus consisting of ___ pages.
     The undertaking to file reports.
     Representation.
     The signatures.

     Written consents of the following persons:

         Kenneth D. Walma
         Jorden Burt Cicchetti Berenson & Johnson LLP
         Michael Burns
         A. Hasan Qureshi
         PricewaterhouseCoopers, LLP
         Powers of Attorney

The following exhibits:

1.   Copies of all exhibits required by paragraph A of instructions for Exhibits
     in Form N-8B-2, unless indicated otherwise.

     (1)  Certificate of Resolution for AIG Life Insurance Company dated June 5,
          1986, authorizing the issuance and sale of variable life contracts.*

     (2)  N/A

     (3)  Principal  Underwriter's  Agreement between AIG Life Insurance Company
          and American International Fund Distributors, dated August 15, 1989;*

     (4)  N/A

     (5)  (a)  Form  of  Flexible   Premium   Variable  Life  Insurance   Policy
          (1VUL1294)*

          (b)  Form  of  Group   Flexible   Variable   Universal   Life   Policy
               (11GVUL0597)*

          (c)  Form of  Certificate of Group  Flexible  Variable  Universal Life
               (16GVUL0597)*

          (d)  Form  of  Group   Flexible   Variable   Life   Insurance   Policy
               (11GVULD997)**

          (e)  Form of  Certificate of Group  Flexible  Variable  Universal Life
               (16GVULD997)**

     (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*

          (d)  Restated By-Laws of AIG Life Insurance Company,  dated March 2000
               ****

     (7)  N/A

     (8)  (a) Powers of Attorney;***

          (b)  Power  of  Attorney   of  Paul  S.  Bell(1);

          (c)  Power of Attorney  of Michele L.  Abruzzo(2);

          (d)  Power of Attorney of Robinson K. Nottingham(2);

          (e)  Power of Attorney of Edmund  Sze-Wing  Tse(2);

          (f)  Power of Attorney  of  Elizabeth  M. Tuck(3);

          (g)  Power of Attorney of John Oehmke(3)

     (9)  N/A

     (10) (a) Form of Life Insurance Application (14APP0396)*

          (b)  Form of Supplemental Application (14SGVUL0597NJ)*

          (c)  Form of Group Life Insurance Application (14GAPP0397NJ)*

          (d)  Form of Group Life Insurance Application (14GVAPP997)**

     (11) Code of Ethics.

           N/A

2.   Opinion  and  Consent  of  Counsel  as  to  legality  of  securities  being
     registered (filed electronically herewith).

3.   Consent of Actuary (filed electronically herewith).

4.   N/A

5.   Consent of Independent  Certified Public Accountants (filed  electronically
     herewith).

6.   Consent  of Jorden  Burt  Boros  Cicchetti  Berenson  & Johnson  LLP (filed
     electronically herewith).

7.   Memorandum Regarding Administrative Procedures.*

*    Incorporated by reference to Registrant's  Post-Effective  Amendment, No. 4
     filed on Form S-6 (File No. 33-90684), dated October 27, 1998.

**   Incorporated  by reference to Registrant's  Post-Effective  Amendment No. 1
     filed on Form S-6 (File No. 333-34199), dated March 13, 1998.

***  Incorporated by reference to Registrant's  Post-Effective  Amendment,  No 2
     filed on Form S-6 (File No. 33-90684), dated May 1, 1997.

**** Incorporated by reference to Registrant's  Post-Effective  Amendment, No 15
     filed on Form N-4 (File No. 33-39171), dated April 28,2000.

(1)  Incorporated by reference to Registrant's  Pre-Effective Amendment No. 1 to
     the  Registration  Statement  on Form S-6  (File  No.  333-85573)  filed on
     October 15, 1999.

(2)  Incorporated  by reference to Registrant's  Registration  Statement on Form
     N-4 (File No. 333-93709) filed on December 28, 1999.

(3)  Incorporated  by reference to Registrant's  Registration  Statement on Form
     N-4 (File No. 333-31972) filed on March 8, 2000.

<PAGE>



                                   SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, the Registrant  certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement and has caused this
Registration  Statement to be signed on its behalf,  in the City of  Wilmington,
and State of Delaware on this 1st day of May, 2000.

                                            VARIABLE ACOUNT II
                                            -------------------------------
                                                     (Registrant)

                                            By: AIG LIFE INSURANCE COMPANY
                                            --------------------------------
                                                     (Sponsor)

                                            By: /s/ Kenneth D. Walma
                                            --------------------------------
                                            Kenneth D. Walma, Vice President and
                                            General Counsel




<PAGE>



Pursuant  to  the   requirements  of  the  Securities  and  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:

Signature                           Title               Date

Michele L. Abruzzo*                 Director            May 1, 2000
- ------------------
/s/ Michele L. Abruzzo

Paul S. Bell*                       Director            May 1, 2000
- ------------------
/s/ Paul Bell

Maurice R. Greenberg*               Director            May 1, 2000
- ------------------
/s/ Maurice R. Greenberg


Edward Easton Matthews*             Director            May 1, 2000
- ------------------
/s/ Edward Easton Matthews

Jerome T. Muldowney*                Director            May 1, 2000
- ------------------
/s/ Jerome T. Muldowney

Robinson K. Nottingham*             Director            May 1, 2000
- ------------------
/s/ Robinson K. Nottingham

John Oehmke*                        Chief Financial     May 1, 2000
____________________                Officer
/s/ John Oehmke

Nicholas A. O'Kulich*               Director            May 1, 2000
- ------------------
/s/ Nicholas A. O'Kulich

Howard Ian Smith*                   Director            May 1, 2000
- ------------------
/s/ Howard Ian Smith

Edmund Sze-Wing Tse*                Director            May 1, 2000
- ------------------
/s/ Edmund Sze-Wing Tse

Elizabeth M. Tuck*                  Secretary           May 1, 2000
- ------------------
/s/ Elizabeth M. Tuck

Gerald Walter Wyndorf*              Director            May 1, 2000
- ------------------
/s/ Gerald Walter Wyndorf

By:/s/ Kenneth D. Walma

     Kenneth D. Walma
     Attorney in Fact


<PAGE>




                                INDEX TO EXHIBITS



EXHIBIT

2.       Opinion of Counsel

3.       Consent of Actuary

5.       Consent of Independent Accountants

6.       Consent of JordenBurt




                               OPINION 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  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 Policies (the "Policy") have
          been followed,  and when such Contracts are issued in accordance  with
          the Prospectuses  contained in the Registration  Statement,  all state
          requirements relating to such Contracts will have been complied with.

     4.   Upon the acceptance of premiums made by Contract  Owners pursuant to a
          Contract issued in accordance with the  Prospectuses  contained in the
          Registration  Statement and upon  compliance with applicable law, such
          Contract Owner will have a legally-issued,  fully-paid,  nonassessable
          interest in such Contract.

This opinion,  or a copy thereof,  may be used as an exhibit to or in connection
with  the  filing  with  the  Securities  and  Exchange  Commission  of the Post
Effective Amendment No.6 to the Registration  Statement on Form S-6 (333-34199)
for the Contracts to be issued by American  International Life Assurance Company
of New York and its separate account, Variable Account II.

                                            /s/ Kenneth D. Walma
                                            -----------------------
                                            Kenneth D. Walma
                                            Vice President and General Counsel

Dated:  May 1, 2000


                         OPINION AND CONSENT OF ACTUARY


     On behalf of AIG Life Insurance  Company, I hereby consent to the inclusion
of the Tables  entitled  "Minimum  Premium" and "Surrender  Charge Premium" in a
Registration  Statement on Form S-6 (No.  333-34199)  registering  Variable Life
Insurance Policies.

                                                ------------------------------
                                                Michael J. Burns, FSA, MAAA

May 1, 2000
<PAGE>

                         OPINION AND CONSENT OF ACTUARY


     On behalf of AIG Life Insurance  Company, I hereby consent to the inclusion
of the Table in Appendix A entitled "Maximum Initial surrender Charge per $1,000
of Initial  Specified Face Amount" in a Registration  Statement on Form S-6 (No.
333-34199)  registering  the Group  Flexible  Premium  Variable  Universal  Life
Insurance Policy for corporate owned or sponsored arrangements.



                                                ------------------------------
                                                A. Hasan Qureshi, FIA, MAAA
                                                Vice President and Actuary

May 1, 2000


                                     Exhibit D

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the following with respect of Post-effective  Amendment No.
6 to the Registration Statement (No. 333-34199) on Form S-6 under the Securities
Act of 1933 of Variable Account II of AIG Life Insurance Company.

         1. The inclusion in the  Prospectus of Variable  Account II of AIG Life
         Insurance  Company of our report dated February 3, 2000 relating to our
         audits of the financial statements of AIG Life Insurance Company.

         2. The inclusion in the  Prospectus of Variable  Account II of AIG Life
         Insurance  Company of our report dated February 3, 2000 relating to our
         audit of the financial statements of Variable Account II.

         3.  The reference to our firm under the heading "Experts."



April 21, 2000

PricewaterhouseCoopers, LLP



                             [JordenBurt Letterhead]


                                   May 1, 2000

AIG Life Insurance Company
One Alico Plaza
600 King Street
Wilmington, DE  19801

Ladies and Gentlemen:

     We hereby  consent to the  reference  to our name under the caption  "Legal
Counsel" in the Statement of Additional  Information contained in Post-Effective
Amendment No. 6 to the Registration  Statement on Form S-6 (File No.  333-34199)
filed by AIG Life Insurance  Company and Variable Account II with the Securities
and Exchange  Commission  under the  Securities  Act of 1933 and the  Investment
Company Act of 1940 on or about May 1, 2000.

Very truly yours,

/s/Jorden Burt Boros Cicchetti Berenson & Johnson
Jorden Burt Boros Cicchetti Berenson & Johnson





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