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. 333-85573
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-6

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

A.       Exact name of trust:       Variable Account II

B.       Name of depositor:         AIG Life Insurance Company

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

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

COPIES TO:
Michael Berenson, Esq.         and   Ernest T. Patrikis, Esq.
Jorden Burt Boros Cicchetti          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>


[Polaris Survivorship Life Logo]                      AIG Life Insurance Company
                                                             Variable Account II
                                                                One Alico Plaza
                                                                600 King Street
                                                     Wilmington, Delaware 19801
                                                                  1-800-340-2765


     Flexible Premium Joint and Last Survivor Variable Universal Life Policy

AIG  Life  Insurance  Company  is  offering  life  insurance   coverage  on  two
individuals under Polaris Survivorship Life. We pay the death benefit after both
Insureds die. The policy is a flexible premium joint and last survivor  variable
universal life insurance policy that allows you, the owner of the policy, within
limits, to:

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

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

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

                 o    Receive  payments  from  your  policy  while at least  one
                      Insured is alive through loans,  partial  withdrawals or a
                      total surrender.

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

Neither the policy nor shares of the portfolios are deposits or obligations  of,
or guaranteed  or endorsed by, a bank and they are not federally  insured by the
Federal Deposit Insurance Corporation or any other government agency.

The  Securities  and Exchange  Commission  has not approved or  disapproved  the
policy  or  passed  on  the  accuracy  or  adequacy  of  this  prospectus.   Any
representation to the contrary is a criminal offense.

                                   May 1, 2000





<PAGE>



Investment Options Variable Investment Options

The Variable  Account is divided into  subaccounts.  Each subaccount  invests in
shares of a specific  portfolio of the Anchor Series Trust or SunAmerica  Series
Trust.  Each portfolio is named below.  The prospectuses for Anchor Series Trust
and SunAmerica Series Trust contain information about each portfolio. You should
read these prospectuses carefully.
<TABLE>

Anchor Series Trust
<S>                                                          <C>

     Managed by Wellington Management Company, LLP

         o  Capital Appreciation Portfolio
         o  Government and Quality Bond Portfolio
         o  Growth Portfolio
         o  Natural Resources Portfolio

SunAmerica Series Trust

   Managed by Alliance Capital Management L.P.               Managed by MFS Investment Management
       o  Global Equities Portfolio                            o  MFS Growth and Income Portfolio
       o  Alliance Growth Portfolio                            o  MFS Mid-Cap Growth Portfolio
       o  Growth-Income Portfolio                              o  MFS Total Return Portfolio
   Managed by Davis Selected Advisers, L.P.                  Managed by Morgan Stanley Asset
       o  Real Estate Portfolio                                Management
       o  Davis Venture Value Portfolio                        o  International Diversified Equities Portfolio
                                                                o  Worldwide High Income Portfolio

   Managed by Federated Investors, Inc.                      Managed by Putnam Investments
       o  Corporate Bond Portfolio                             o  Emerging Markets Portfolio
       o  Federated Value Portfolio                            o  Putnam Growth Portfolio
       o  Utility Portfolio                                    o  International Growth and Income Portfolio
   Managed by Goldman Sachs Asset                            Managed by SunAmerica Asset
     Management/Goldman Sachs Asset                            Management Corp.

   Management International                                    o  Aggressive Growth Portfolio
       o  Asset Allocation Portfolio                           o  SunAmerica Balanced Portfolio
       o  Global Bond Portfolio                                o  Cash Management Portfolio
                                                               o  "Dogs" of Wall Street Portfolio
                                                               o  High-Yield Bond Portfolio

</TABLE>

<PAGE>

Guaranteed Investment Option

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


<PAGE>



                                Table of Contents


Special Terms.................................................................

Summary of the Policy.........................................................
   Overview...................................................................
   Applying for a Policy......................................................
   Premium Payments...........................................................
   Account Value..............................................................
   Death Benefit..............................................................
   Cash Benefits Available While the Policy is in Force.......................
   Expenses of the Policy.....................................................
   Federal Tax Considerations.................................................

Purchasing a Polaris Survivorship Life Policy.................................
   Applying for a Policy......................................................
   Your Right to Cancel the Policy............................................
   Premium....................................................................
        Restrictions on Premium...............................................
        Minimum Initial Premium...............................................
        Planned Periodic Premium..............................................
        Additional Premium....................................................
        Effect of Premium Payments............................................
        No Lapse Provision....................................................
        Grace Period..........................................................
        Premium Allocations...................................................
        Crediting Premium.....................................................

The Investment Options........................................................
   Variable Investment Options................................................
   Guaranteed Investment Option...............................................

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

Death Benefit.................................................................
   Life Insurance Proceeds....................................................
   Death Benefit Options......................................................
   Changes in Death Benefit Options...........................................
   Changes in Face Amount.....................................................
   Changes in Owner or Beneficiary............................................

Cash Benefits Available While the Policy is in Force .........................
   Policy Loans...............................................................



<PAGE>



   Partial Withdrawals........................................................
   Systematic Withdrawal Program..............................................
   Surrendering the Policy for Net Cash Surrender Value.......................

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

Expenses of the Policy........................................................
   Deductions From Premium....................................................
   Monthly Deductions From Account Value......................................
   Deduction From Variable Account Assets.....................................
   Deductions Upon Policy Transactions .......................................

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

Other Policy Provisions.......................................................
   Right to Exchange..........................................................
   Policy Split Option........................................................
   Limits on our Rights to Contest the Policy.................................
   Changes in the Policy or Benefits..........................................
   When Proceeds Are Paid.....................................................
   Reports to Owners..........................................................
   Assignment.................................................................
   Reinstatement..............................................................

Performance Information.......................................................

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

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

About Us and the Accounts.....................................................
   The Company................................................................
   The Variable Account.......................................................
   The Guaranteed Account.....................................................

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

Other Information.............................................................
   State Regulation...........................................................
   Legal Proceedings..........................................................
   Legal Matters..............................................................
   Published Ratings..........................................................

Financial Statements..........................................................

Appendix......................................................................




<PAGE>



                                  Special Terms


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

We use Account Value to determine your policy benefits.

Account  Value.  The total  amount in the  Variable  Account and the  Guaranteed
Account attributable 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,  Delaware
19801.

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

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

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

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

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

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

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

Grace Period. The period of time beginning on a Monthly Anniversary during which
your policy will continue in force even though your Net Cash Surrender  Value is
less than the total monthly deduction then due.

Guaranteed  Account.  An account within our general account that consists of all
of our assets other than the assets of the Variable Account and any of our other
separate investment accounts.




<PAGE>




Insured(s).  The  person(s)  who has (have) life  insurance  coverage  under the
policy.

We measure contestability periods from the Issue Date.

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

Last Surviving Insured.  The remaining Insured after the death of one of the two
Insureds covered by this policy.

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

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

Monthly Anniversary.  The same day as the Policy Date for each succeeding month,
except  that,  for any month not having  such a day,  it is the last day of that
month.

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

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

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

Outstanding  Loan. The total amount of policy loans including both principal and
accrued  interest.  We use the Policy  Date as the date  coverage  begins and to
determine  all  anniversary  dates.  Policy  Date.  The date as of which we have
received the initial  premium and an application  in good order.  If a policy is
issued, life insurance coverage is effective as of the Policy Date.

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





<PAGE>




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.

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






<PAGE>



                              Summary of the Policy


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

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

Overview

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

The policy is a joint and last  survivor  policy  because  unlike a single  life
policy,  it insures the lives of two Insureds and provides a death  benefit that
is payable upon the death of the Last  Surviving  Insured.  No death  benefit is
payable upon the death of the first Insured to die.

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

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

Applying for a Policy

You may apply  for a policy to cover  individuals,  the  Insureds,  who are both
younger than age 86. Amount of life insurance benefits.

When you apply for a policy,  you must select the Face  Amount.  The Face Amount
must be at least $200,000.




<PAGE>



When your coverage will become effective.

Your policy will become effective after:

o    We accept your application.

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

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

Your right to cancel the policy.

Once you receive your policy,  you should read it carefully.  You have the right
to cancel the policy for any reason no later than 10 days after you  receive the
policy.  If required by the state where you live,  we will extend the 10 days to
the number required by law.

Premium Payments

Minimum initial premium.

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

Planned periodic premium.

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

Flexibility in premium payments.

During  the  term of the  policy,  you may pay  premium  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.




<PAGE>




Account Value

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

o    the premium you pay;

o    the returns earned by the subaccounts you select;

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

o    any loans or partial withdrawals; and

o    the policy charges and expenses we deduct.

Death Benefit

Death Benefit Selections.

When you apply for a policy, you must select:

o    The Face Amount.

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

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

Death Benefit Options.

You may select from two death benefit options:

Level Death Benefit Option.

o    Level Death Benefit Option

Death Benefit will be the greater of:

(1)  Face Amount on the date of the Last Surviving Insured's death ; or

(2)  Account Value on the date of the Last Surviving  Insured's death multiplied
     by the appropriate minimum death benefit factor on that date.



<PAGE>



Variable Death Benefit Option.

o    Variable Death Benefit Option

The Death Benefit will be the greater of:

(1)  Face Amount plus Account Value on the date of the Last Surviving  Insured's
     death; or

(2)  Account Value on the date of the Last Surviving  Insured's death multiplied
     by the appropriate minimum death benefit factor on that date.

The minimum  death benefit  factors we use are based upon the tax  qualification
option you select and the policy  duration.  Your  policy will state the minimum
death factors  applicable  and are  determined by the Attained Age, sex and rate
class of each Insured. Tax Qualification Options.

You may select from two tax qualification options:

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

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

Changes You May Make.

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

Cash Benefits Available While the Policy is in Force

While the policy is in force,  your policy has cash benefits that you can access
within limits through loans, partial withdrawals or a surrender.

o    Loans -- You may borrow against your Net Cash Surrender  Value at any time.
     If your policy is a modified endowment  contract,  the loan is treated as a
     distribution for tax purposes, which may be taxable.




<PAGE>




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

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

Expenses of the Policy

Expenses reduce your returns under the policy.

Deductions from Premium

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

Account Value Charges (deducted monthly)

   Cost of Insurance Charge(1)

        Current                         Guaranteed
        -------                         ----------
Ranges from 0.00001 per             Ranges from 0.00004 per
$1,000 of net amount at risk        $1,000 of net amount risk
to 83.33333 per $1,000 of net       to 83.33333 per $1,000 of net
amount at risk(2)                   amount at risk(2)

Administrative Charge

                                    Current          Guaranteed

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



In  addition,  there will be a charge of $0.03 per month for each $1,000 in Face
Amount until the policy is terminated.


<PAGE>



Acquisition Charge

During  the  first 5 policy  years,  and the first 5 policy  years  after a Face
Amount  increase,  there will be a yearly  charge for each $1,000 in Face Amount
based  on the  Insureds'  age,  sex and  rate  class.  The  lowest  and  highest
acquisition  charge  are  $0.59  and  $61.71  per  $1,000  of the  Face  Amount,
respectively.(3)  Variable  Account  Charges  (deducted  daily  and  shown as an
annualized percentage of average net assets)

   Mortality and Expense
   Risk Charge

                                                Current            Guaranteed

        Policy Years 1-10                        0.75%                 0.90%
        Policy Years 11-20                       0.15%                 0.90%
        Policy Years 21 and thereafter           0.10%                 0.90%


Transaction Charges

     Transfer Charge

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

     Surrender Charge

During  the first 10 policy  years,  and for 10 policy  years  following  a Face
Amount  increase,  there will be a surrender  charge  based on the initial  Face
Amount or the increase in Face Amount.  The lowest and highest  surrender charge
are $10.19 and $60.00, respectively, per $1,000 of the Face Amount.(4)

     Surrender Charge on Partial Withdrawal

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

     Surrender Charge on Decrease in Face Amount

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

     Partial Withdrawal Administrative Charge

Currently,  4 partial  withdrawals  are  allowed  per year.  We may charge a $25
administrative  charge per partial withdrawal.  In certain states the charge may
be the lesser of $25 or 2% of the amount withdrawn.




<PAGE>



   Policy Split Option Charge

Not to exceed $500. A surrender  charge will apply if you elect the Policy Split
Option  during the first 10 policy  years or 10 years  following  a Face  Amount
increase.

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

(2)  Current and  guaranteed  cost of  insurance  rates are based on the age (or
     Attained Age in the case of increase in Face Amount), sex and rate class of
     the Insureds, and policy year.

(3)  A  policy's  acquisition  charge  is based on the age,  sex and rate  class
     status of both Insureds and Face Amount. For a 65 year old non-smoking male
     and a 65 year old  non-smoking  female  policy with a $200,000 Face Amount,
     the initial acquisition charge would be $2,087.

(4)  A policy's  surrender  charge is based on the age, sex and smoker status of
     both Insureds and Face Amount.  For a 65 year old non-smoking male and a 65
     year old non-smoking female policy with a $200,000 Face Amount, the initial
     surrender charge would be $6,834.00.




<PAGE>



Expenses of the variable investment options also reduce your returns.

In addition, you will indirectly bear the costs of the management fees and other
expenses paid from the assets of the portfolios you select. The annual portfolio
expenses of the variable investment options are set forth below.

             PORTFOLIO EXPENSES BEFORE WAIVERS AND/OR REIMBURSEMENTS

The  purpose  of this table is to assist the you in  understanding  the  various
costs and expenses that will be incurred, directly or indirectly. It is based on
historical  expenses  as a  percentage  of  net  assets  before  waivers  and/or
reimbursements,  if  applicable.  Portfolio  expenses are not fixed or specified
under the terms of the policy. Actual expenses may vary.

                               Anchor Series Trust

              (for the twelve-month period ended December 31, 1999)
<TABLE>

                                                                                                  Annual
                                                      Management                 Other          Operating
                                                         Fees                  Expenses(1)       Expenses
                                                         ----                  --------          --------
<S>                                                       <C>                       <C>              <C>
   Wellington Management Company, LLP

     Capital Appreciation Portfolio                       .63%                      .04%             .67%
     Government and Quality Bond  Portfolio               .60%                      .06%             .66%
     Growth Portfolio                                     .68%                      .05%             .73%
     Natural Resources Portfolio                          .75%                      .25%            1.00%

                             SunAmerica Series Trust

              (for the twelve-month period ended January 31, 2000)

   Alliance Capital Management L.P.

     Global Equities Portfolio                            .72%                      .12%             .84%
     Alliance Growth Portfolio                            .60%                      .03%             .63%
     Growth-Income Portfolio                              .53%                      .03%             .56%

   Davis Selected Advisers, L.P.

     Real Estate Portfolio                                .80%                      .12%             .92%
     Davis Venture Value Portfolio                        .71%                      .03%             .74%

   Federated Investors, Inc.
      Corporate Bond Portfolio                            .62%                      .09%             .71%
     Federated Value Portfolio                            .71%                      .06%             .77%
     Utility Portfolio                                    .75%                      .09%             .84%

   Goldman Sachs Asset Management/
   Goldman Sachs Asset Management International

     Asset Allocation Portfolio                           .58%                      .05%             .63%
     Global Bond Portfolio                                .69%                      .15%             .84%


<PAGE>



MFS Investment Management

     MFS Growth and Income Portfolio                      .70%                      .05%             .75%
     MFS Mid-Cap Growth Portfolio(2)                      .75%                      .42%            1.17%
     MFS Total Return Portfolio                           .66%                      .09%             .75%

   Morgan Stanley Asset Management

     International Diversified Equities Portfolio        1.00%                      .22%            1.22%
     Worldwide High Income Portfolio                     1.00%                      .12%            1.12%

   Putnam Investments

     Emerging Markets Portfolio(3)                       1.25%                      .65%            1.90%
     Putnam Growth Portfolio                              .76%                      .04%             .80%
     International Growth and Income Portfolio            .98%                      .23%            1.21%

   SunAmerica Asset Management Corp.

     Aggressive Growth Portfolio                          .70%                      .05%             .75%
     SunAmerica Balanced Portfolio                        .62%                      .04%             .66%
     Cash Management Portfolio                            .49%                      .04%             .53%
     "Dogs" of Wall Street Portfolio(3)                   .60%                      .07%             .67%
     High-Yield Bond Portfolio                            .62%                      .05%             .67%

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


(1)  Other   expenses  are  based  on  the  expenses   outlined  in  the  funds'
     prospectuses.

(2)  The expenses for this portfolio are annualized.  The investment adviser has
     voluntarily agreed to waive fees or reimburse  expenses,  if necessary,  to
     keep annual operating  expenses of MFS Mid-Cap Growth Portfolio at or below
     1.15% of its  average net  assets.  For the fiscal  year ended  January 31,
     2000, the amount voluntarily waived or reimbursed was $4,045.

(3)  During the fiscal  year ended  January 31,  2000,  the  investment  adviser
     recouped $75,700 in expenses from the Emerging Markets Portfolio and $1,193
     in expenses from the "Dogs" of Wall Street Portfolio.  If there had been no
     recoupment of expenses, the annual operating expenses would have been 1.77%
     for the Emerging  Markets  Portfolio.  Because the amount of the recoupment
     from  "Dogs" of Wall  Street  Portfolio  was small,  its  annual  operating
     expenses continued to be .67% after recoupment of expenses.



<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.
However, you may be taxed upon a distribution from your policy.




<PAGE>



                                   Purchasing a Polaris Survivorship Life Policy


Applying for a Policy

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

Our age requirement for the Insureds.

You may apply for a policy to cover individuals who are younger than age 86.

The minimum Face Amount.

The Face Amount must be at least $200,000.

We require a minimum initial premium.

You must pay a  minimum  initial  premium  in order  for the  policy  to  become
effective or for us to issue the policy.

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 to  "rate"  either  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.




<PAGE>


Your Right to Cancel the Policy

Period to Examine and Cancel.

Once you receive your policy,  you should read it carefully.  You have the right
to cancel the policy for any reason no later than 10 days after you  receive the
policy.  If required by the state where you live,  we will extend the 10 days to
the number required by law. This is your "period to examine and cancel."

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

How to cancel your policy.

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

Premium

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

All your premium payments must comply with our requirements.

Restrictions on Premium.  We may not accept a premium
payment:

o    If it is less than $25 ($50 for monthly pre-authorized checking).

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



<PAGE>




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  of  each  living  Insured  before
     accepting that premium.

Types of premium payments.

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

We establish a minimum planned periodic premium.

Planned  Periodic  Premium.  When you apply for a policy,  you select a plan for
paying  level  premium 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 premium in accordance  with this plan.  Rather,  you
can pay  more or less  than  the  planned  periodic  premium  or skip a  planned
periodic  premium  entirely.  At any time you may request a change in the amount
and  frequency of planned  periodic  premium by sending a written  notice to our
Administrative Office.

Additional  Premium.  Additional  premium is premium other than planned premium.
Additional premium may be paid in any amount and at any time subject to the Code
and our restrictions on premium.

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 premium may not ensure that your policy remains in force.

Effect of Premium  Payments.  In general,  unless the no lapse  provision  is in
effect,  paying all planned  periodic  premium may not prevent  your policy from
lapsing.  In addition,  if you fail to pay any planned  periodic  premium,  your
policy will not necessarily lapse.



<PAGE>




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

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

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

No lapse premium guarantee.

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

o    Your policy has not been reinstated.

o    All your  premium  paid to date,  reduced  by any  partial  withdrawal  and
     Outstanding  Loan, are at least equal to the product of the minimum premium
     shown in your policy information section multiplied by the number of months
     that have elapsed since the Policy Date.

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

Your policy will not  terminate  immediately  upon your Account  Value  becoming
insufficient.

Grace Period. Unless the no lapse provision is in effect, in order for insurance
coverage  to remain  in  force,  the Net Cash  Surrender  Value on each  Monthly
Anniversary must be equal to or greater than the total monthly  deductions to be
charged on that Monthly Anniversary. If it is not, you have a Grace Period of 61
days during which the policy will continue in force.  The Grace Period begins on
the Monthly Anniversary that the Net Cash Surrender Value is less than the total
monthly  deductions  then due. If we do not receive a sufficient  premium before
the end of the Grace Period, the policy may terminate without value.




<PAGE>



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

o    A Grace Period of 61 days has begun.

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

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

If the Last  Surviving  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
Last Surviving 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
Premium  to be  allocated  to each  subaccount  and to the  Guaranteed  Account.
However,  until the period to examine and cancel expires,  we invest this amount
in the Money  Market  Subaccount.  The first  business  day  after  this  period
expires,  we will reallocate  your Account Value in the Money Market  Subaccount
based on the premium allocation percentages in your application.

For subsequent premium, 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 premium received with or after your notice.




<PAGE>




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

o    Each allocation percentage must be a whole number; and

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

Crediting  Premium.  Your  initial Net Premium  will be credited to your Account
Value as of the  Policy  Date.  On the first  business  day after the  period to
examine  and  cancel  expires,  we will  allocate  it in  accordance  with  your
allocation percentages.  We will credit and invest subsequent Net Premium on the
date we receive the premium or notice of deposit at our Administrative Office.

If any premium  requires us to accept  additional  risk,  we may  allocate  this
amount to the Money Market Subaccount until we complete our underwriting.




<PAGE>




                             The Investment Options



You may allocate your Account Value to:

o    the subaccounts  (which invest in the variable  investment  options offered
     under the policy); 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 a distinct portfolio of the
Anchor Series Trust or the SunAmerica Series Trust.  SunAmerica Asset Management
Corp.,  an affiliate of ours,  is the  investment  adviser to the Anchor  Series
Trust and  SunAmerica  Series Trust.  These  portfolios  operate  similarly to a
mutual fund but are only  available  through the  purchase of certain  insurance
contracts.

These  portfolios  may serve as the  underlying  investment  vehicles  for other
variable  insurance  contracts  issued by us and  other  affiliated/unaffiliated
insurance  companies.  We do not believe that offering these  portfolios in this
manner is  disadvantageous to you. The Trusts' management monitor the portfolios
for any conflicts among contract owners.

Anchor Series Trust

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




<PAGE>



Portfolios managed by Wellington Management Company, LLP

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

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

The Growth Portfolio seeks capital appreciation primarily through investments in
core equity securities that are widely diversified by industry and company.

The Natural Resources  Portfolio seeks a total return in excess of the U.S. rate
of inflation as represented by the Consumer Price Index.  This portfolio invests
primarily in equity securities of U.S. or foreign companies that are expected to
provide favorable returns in periods of rising inflation.

SunAmerica Series Trust

Various  subadvisers  provide  investment advice to the SunAmerica Series Trust.
SunAmerica  Series Trust has  additional  portfolios  that are not available for
allocations under your policy. The investment  objectives and subadvisers of the
available portfolios are set forth below.

Portfolios managed by Alliance Capital Management L.P.

The Global Equities  Portfolio  seeks  long-term  growth of capital by investing
primarily in common stocks or securities  with common stock  characteristics  of
U.S. and foreign issuers that  demonstrate the potential for appreciation and by
engaging in transactions in foreign currencies.

The Alliance Growth  Portfolio  seeks  long-term  growth of capital by investing
primarily in equity securities of a limited number of large,  carefully selected
high quality U.S. companies that are judged likely to achieve superior earnings.

The  Growth-Income  Portfolio  seeks  growth of capital and income by  investing
primarily in common  stocks or  securities  that  demonstrate  the potential for
appreciation and/or dividends.




<PAGE>



Portfolios managed by Davis Selected Advisers, L.P.


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

The Real Estate Portfolio seeks total return through a combination of growth and
income by investment primarily in securities of companies principally engaged in
or related to the real  estate  industry  or that own  significant  real  estate
assets or primarily  invest in real estate  instruments.  Portfolios  managed by
Federated Investors, Inc.

The Corporate  Bond  Portfolio  seeks high total return with only moderate price
risk by investing primarily in investment grade fixed income securities.

The  Utility   Portfolio   seeks  high  current  income  and  moderate   capital
appreciation by investing primarily in the equity and debt securities of utility
companies.

The Federated  Value  Portfolio  seeks growth of capital and income by investing
primarily in the securities of high quality companies.

Portfolios  managed  by  Goldman  Sachs  Asset  Management/Goldman  Sachs  Asset
Management International

The Asset  Allocation  Portfolio seeks high total return  (including  income and
capital gains)  consistent  with  preservation  of capital over the long-term by
investing in a diversified  portfolio  that may include  common stocks and other
securities having common stock characteristics, bonds and other intermediate and
long-term fixed income securities and money market instruments.

The Global Bond Portfolio  seeks high total return,  emphasizing  current income
and, to a lesser extent,  providing  opportunities for capital appreciation,  by
investing in high quality fixed income  securities  of U.S. and foreign  issuers
and transactions in foreign currencies.

Portfolios managed by MFS Investment Management

The MFS  Growth  and  Income  Portfolio  seeks  reasonable  current  income  and
long-term  growth  of  capital  and  income  by  investing  primarily  in equity
securities.




<PAGE>




The MFS Total  Return  Portfolio  seeks  reasonable  current  income,  long-term
capital  growth and  conservation  of capital by  investing  primarily in common
stocks  and  fixed  income  securities  with  an  emphasis  on  income-producing
securities that appear to have some potential for capital enhancement.

The MFS Mid-Cap Growth  Portfolio seeks long term growth of capital by investing
primarily in equity securities of medium- sized companies, generally with market
capitalizations  between $1 billion and $5 billion, that its subadviser believes
have above- average growth potential.

Portfolios managed by Morgan Stanley Asset Management

The  International   Diversified  Equities  Portfolio  seeks  long-term  capital
appreciation  by investing  (in  accordance  with country and sector  weightings
determined by its  subadviser) in common stocks of foreign  issuers that, in the
aggregate, replicate broad country and sector indices.

The Worldwide High Income Portfolio seeks high current income and,  secondarily,
capital  appreciation,  by investing  primarily in a portfolio of  high-yielding
fixed income securities of issuers located throughout the world.

Portfolios managed by Putnam Investments

The Emerging Markets Portfolio seeks long-term capital appreciation by investing
primarily in the common stocks and other equity securities of companies that its
subadviser  believes have above-average  growth prospects  primarily in emerging
markets outside the United States.

The Putnam  Growth  Portfolio  seeks  long-term  growth of capital by  investing
primarily in common stocks or securities with common stock  characteristics that
its subadviser believes have above-average growth prospects.

The  International  Growth and Income  Portfolio  seeks  growth of capital  with
current income as a secondary  objective by investing primarily in common stocks
traded on markets outside the United States.




<PAGE>



Portfolios managed by SunAmerica Asset Management Corp.

The  Aggressive  Growth  Portfolio  seeks  capital   appreciation  by  investing
primarily in equity securities of high growth companies  including small and mid
growth companies with market capitalizations of $1.5 billion to $10 billion.

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

The Cash Management  Portfolio seeks high current yield while preserving capital
by  investing  in a  diversified  selection  of money  market  instruments.  The
portfolio does not seek to maintain a stable net asset value of $1.00.

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

The High-Yield Bond Portfolio seeks high current income and,  secondarily  seeks
capital  appreciation,  by investing  primarily in  intermediate  and  long-term
corporate   obligations,   with   emphasis  on   higher-yielding,   higher-risk,
lower-rated or unrated  securities with a primary focus on "B" rated  high-yield
bonds.

The various advisers may compensate us for providing  administrative services in
connection  with the  portfolios  that are  available  under  the  policy.  Such
compensation is paid from advisers' assets.

Guaranteed Investment Option

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

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




<PAGE>




Interest Credited On the Guaranteed  Account.  All of your Account Value held in
the  Guaranteed  Account  will earn  interest at a rate we determine in our sole
discretion.  This rate will never be less than an effective  rate of 4% per year
compounded  annually.  The Loan Account portion of your Account Value may earn a
different  interest rate than the remaining portion of your Account Value in the
Guaranteed Account.

Deductions from the Guaranteed  Account.  We will deduct any transfers,  partial
withdrawals and policy expenses from the Guaranteed  Account and the subaccounts
on a pro rata  basis,  unless  you tell us  otherwise.  No  portion  of the Loan
Account may be used for this purpose.

We treat amounts  transferred from the Loan Account to the remaining  portion of
the Guaranteed  Account as a new allocation to the Guaranteed  Account.  We will
credit this  transfer  with  interest at the rate then in effect for  Guaranteed
Account allocations.

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



<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,  subject to any no
lapse  guarantee.  If the Net Cash Surrender  Value on a Monthly  Anniversary is
less than the amount of that date's monthly deduction, the policy will lapse and
a Grace Period will begin.

Determining the Account Value

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

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

o    that portion of your Account Value held in the subaccounts; plus

o    that portion of your Account Value held in the Guaranteed Account.




<PAGE>




Your Account Value will reflect:

o    the premium you pay;

o    the returns earned by the subaccounts you select;

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

o    any loans or partial withdrawals; and

o    the policy charges and expenses we deduct.

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 premium or transfer part of your Account Value to
a subaccount,  we credit your policy with accumulation units in that subaccount.
The number of accumulation  units equals the amount  allocated to the subaccount
divided by that subaccount's accumulation unit value for the Valuation Date when
the allocation is effected.

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

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

o    decrease when the allocated  portion of the monthly deduction is taken from
     the subaccount,  a policy loan is taken from the  subaccount,  an amount is
     transferred  from the subaccount,  or a partial  withdrawal,  including the
     partial  withdrawal  administrative and 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.




<PAGE>




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

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

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

o    any amounts transferred to the Guaranteed Account, plus

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

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

o    the amount of any partial  withdrawals,  including  the partial  withdrawal
     charge, taken from the Guaranteed Account, less

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

o    the amount of the Loan Account.



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

Transfers

You may  transfer  Account  Value  among  the  subaccounts  and to and  from the
Guaranteed  Account  after the  period  to  examine  and  cancel.  All  transfer
requests,  except  for those made under the  dollar  cost  averaging,  automatic
rebalancing  and  systematic  withdrawal  programs,  must satisfy the  following
requirements:




<PAGE>




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

o    Form of transfer request -- You must make a written request unless you have
     established  prior  authorization  to make telephone  transfers or by other
     means we make available.

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

Date We Process Your Transfer Request.  We must receive your transfer request at
our Administrative Office. We process transfers on the same date we receive your
transfer request  assuming the New York Stock Exchange is open for trading.  The
transfer will be made at the price next computed  after we receive your transfer
request. We may, however, defer transfers under the same conditions as described
under "Other Policy Provisions - When Proceeds Are Paid."

Number of Permitted  Transfers/Transfer  Charge.  We do not currently  limit the
number of transfers  you may make.  However,  for each  transfer in excess of 12
during a  policy  year we will  assess  a $25  transfer  charge.  All  transfers
processed  on the same  business  day will count as one transfer for purposes of
determining the number of transfers you have made in a policy year. Transfers in
connection  with the dollar cost  averaging and automatic  rebalancing  features
will not count  against the 12 free  transfers in a policy year.  We reserve the
right to increase the number of free transfers allowed in any policy year.

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




<PAGE>




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

We reserve the right to suspend telephone transfer privileges at any time.

Dollar Cost Averaging (DCA)

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

If you select this  program,  we will  automatically  transfer a portion of your
Account Value on a monthly,  quarterly,  semi- annual,  or annual basis,  as you
request. Unless you tell us otherwise, we will allocate the transfer as you have
specified in your most current premium  allocation  instructions.  However,  not
less than 5% may be allocated to any  subaccount or to the  Guaranteed  Account.
You may instruct us to make the transfers  from any subaccount or the Guaranteed
Account so long as the Account Value in that  investment  option is initially at
least $2,000. There is no charge for this program.

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

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


<PAGE>




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

We reserve the right to establish  dollar cost  averaging  transfer  limits,  to
restrict the subaccounts from which dollar cost averaging transfers may be made,
and to eliminate this option all together.

Processing Your Automatic DCA 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 request the automatic  DCA  transfers  when you apply 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 apply for the
     policy.

We will stop processing automatic DCA transfers if:

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

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

o    We receive notification of death of the last Surviving Insured; or

o    Your policy goes into a Grace Period.

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




<PAGE>




Automatic Rebalancing

We may offer an automatic rebalancing program that rebalances 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 reset your Account Value in the
Guaranteed   Account  and  the  subaccounts  to  your  most  recent   allocation
instructions. You may elect the frequency (monthly, quarterly, semi-annually, or
annually) as measured from the policy  anniversary.  On the appropriate  day, we
will  rebalance  your Account  Value by  reallocating  it according to your most
recent allocation instructions.

Transfers resulting from automatic  rebalancing will not be counted against your
free transfers.

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.




<PAGE>





                                  Death Benefit

Life Insurance Proceeds

During  the  policy  term,  we  will  pay the  Life  Insurance  Proceeds  to the
Beneficiary  after both Insureds  die. To make  payment,  we must receive at our
Administrative Office:

o    satisfactory  proof of the Last Surviving  Insured's death while the policy
     was in force;

o    the policy; and

o    all other  requirements we deem necessary.

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

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

We will pay interest on the Life  Insurance  Proceeds  from the date of the Last
Surviving 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  Last  Surviving  Insured's  death.  The  Life  Insurance
Proceeds will depend on the death benefit option and tax qualification option in
effect on the date of death of the Last Surviving Insured and will equal:

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





<PAGE>




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

o    the Outstanding Loan, if any, minus

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

Death Benefit Options

You may select from two death benefit options.

Level Death Benefit Option.

o    Level Death Benefit Option

     The Death Benefit will be the greater of:

     (1)  Face Amount at date of the Last Surviving Insured's death; or

     (2)  Account Value at date of the Last Surviving Insured's death multiplied
          by the appropriate minimum death benefit factor on that date.

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

     Variable Death Benefit Option.

o    Variable Death Benefit Option

The Death Benefit will be the greater of:

     (1)  Face  Amount  plus the  Account  Value  at date of the Last  Surviving
          Insured's death; or

     (2)  Account Value at date of the Last Surviving Insured's death multiplied
          by the appropriate minimum death benefit factor on that date.

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




<PAGE>



Tax Qualification Options.

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

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

The two tax qualification options are:

Guideline Premium/Cash Value Corridor Test.

o    Guideline Premium/Cash Value Corridor Test. Cash Value Accumulation Test.

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

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

Changes in Death Benefit Options

At any time after the first  policy  anniversary  while your policy is in force,
you may request a change in death benefit option.

How to request a change.

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




<PAGE>




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

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

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

Changes in Face Amount

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



<PAGE>




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

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

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

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

Increases in Face Amount. Any request for an increase:

o    Must be made after the first policy anniversary.

o    Must be for at least $10,000.

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

o    May not be requested after the oldest living Insured  reaches  Attained Age
     90.




<PAGE>



How to request a change.

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

Decreases in Face Amount. Any request for a decrease:

o    Must be made after the first policy anniversary.

o    Must be for 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.

During the second  through the fifth  policy  years,  you may  decrease the Face
Amount by up to 25% of the initial Face Amount each policy year.  The  decreases
may be  cumulative.  If the Face Amount is decreased  during the first 10 policy
years or within 10 policy  years of an  increase  in Face  Amount,  a  surrender
charge  will be  applicable.  Decrease  will first be applied  against  the most
recent increase in Face Amount.

Consequences of a Change in Face Amount.  An increase or decrease in Face Amount
will change the net amount at risk for your policy. This will affect the monthly
deduction related to the cost of insurance charge.  Both requested increases and
decreases  in Face  Amount may impact the  surrender  charge.  We will charge an
acquisition  charge for the first five years  following a requested  increase in
Face Amount.  In addition,  a requested  increase or decrease in Face Amount may
impact the status of the policy as a modified endowment contract.  A decrease in
Face Amount,  will cause the termination of the policy's no-lapse  provision.  A
requested  change in the Face Amount will also cancel the Automatic  Face Amount
Increase Option.



<PAGE>




Changes in Owner or Beneficiary

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

Changes in Owner Due to Death.  More than one person may own the policy.  Unless
otherwise  provided,  if a joint owner dies,  ownership  passes to any surviving
joint owner(s). Unless otherwise provided, when the owner, or the last surviving
joint owner dies, ownership passes to that person's estate.




<PAGE>




              Cash Benefits Available While the Policy is in Force


While the policy is in force, your policy has cash benefits which you may access
within limits by taking loans or making a partial withdrawal or surrender.

Policy Loans

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

o    Maximum Loan Amount

(1)  During  the  first  policy  year,  you  may  take a  loan  so  long  as the
     Outstanding  Loan  (including the loan at issue) does not exceed 50% of the
     Cash Surrender Value.

(2)  After the first policy year, the maximum loan amount you may take is:

     (a)  Your Net Cash Surrender Value, less

     (b)  Loan interest to the next policy anniversary on the loan amount , less

     (c)  The amount we calculate  for the monthly  deductions  for each Monthly
          Anniversary up to the next policy anniversary.

     o    Minimum Loan Amount -- $500.

How to request a loan.

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



<PAGE>




Interest.  We charge interest daily on any Outstanding Loan at a declared annual
rate not in excess of 8%. The maximum net cost (the difference  between the rate
of interest we charge on policy loans and the amount we credit on the equivalent
amount held in the Loan Account) of a loan is 2% per year . Currently, after the
tenth  policy  anniversary,  the net cost is 0.25%.  While we believe such loans
after the tenth policy anniversary will be treated as valid indebtedness for tax
purposes, there is some risk they would be treated as distributions. Interest is
due  and  payable  at the  end of  each  policy  year  while  a  policy  loan is
outstanding.  If  interest is not paid when due,  the amount of the  interest is
added to the loan and becomes part of the Outstanding Loan.

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

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

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

In  addition,  loans from  modified  endowment  contracts  are  treated  for tax
purposes as distributions, which may be taxable.

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


<PAGE>




If the  Outstanding  Loan  exceeds the Net Cash  Surrender  Value on any Monthly
Anniversary,  the policy  will  lapse.  We will send you,  and any  assignee  of
record,  notice of the lapse.  The notice  will  specify the amount that must be
repaid to prevent  termination.  You will have the opportunity  during the Grace
Period to submit sufficient payment to avoid termination.

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

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

o    accrued interest not yet due.

Loan Repayment.  You may repay all or part of your  Outstanding Loan at any time
while the policy is in force. Loan repayments must be sent to our Administrative
Office and will be credited as of the date received.  You must indicate that the
amount paid is for a loan repayment.

Partial Withdrawals

Requirements for Partial Withdrawals.

You may  request  a  partial  withdrawal  at any time  after  the  first  policy
anniversary  while the  policy is in force.  Currently,  we limit the  number of
partial  withdrawals to four each policy year. This does not include withdrawals
made as part of the systematic  withdrawal program. We may limit the minimum and
maximum amount of withdrawals.

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

o    Minimum  Partial  Withdrawal  Amount - $250.  This  limit does not apply to
     withdrawals under the systematic withdrawal program.




<PAGE>




o    Maximum Partial  Withdrawal From the Guaranteed Account - during any policy
     year you may only withdraw from the Guaranteed  Account 25% of your Account
     Value in the  Guaranteed  Account (not  including  the Loan Account) on the
     most recent policy anniversary reduced by all prior partial withdrawals and
     transfers from the Guaranteed Account during that policy year.

o    Maximum  Partial  Withdrawal  From  the  Guaranteed  Account  If You  Are a
     Participant in the Systematic Withdrawal Program -- under this circumstance
     during any policy year you may only withdraw the greater of:

     (1)  25% of your Account Value in the Guaranteed Account (not including the
          Loan Account) on the most recent policy anniversary; or

     (2)  The maximum amount you may have withdrawn from the Guaranteed  Account
          in any of the prior policy years.

How to request a partial withdrawal.

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

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

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


<PAGE>




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

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

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

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

(3)  The initial Face Amount will then be decreased.

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

If a Variable  Death Benefit Option is in effect a partial  withdrawal  does not
affect the Face Amount.

Partial withdrawals from your policy may have tax consequences.

Systematic Withdrawal Program

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

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

Some withdrawals may be taxable.





<PAGE>




Surrendering the Policy for Net Cash Surrender Value

You may  surrender  your policy at any time while the policy is in force for its
Net Cash Surrender Value by submitting a written  request to our  Administrative
Office.  We will require the return of the policy. A surrender charge may apply.
We will  process a  surrender  request  as of the date we receive  your  written
request and all required  documents.  Your surrender  request  generally will be
paid within seven days. The Net Cash Surrender  Value may be taken in one sum or
it may be applied to a payment  option.  Your policy will terminate and cease to
be in force if it is surrendered and no Life Insurance Proceeds will be payable.
Your policy cannot later be reinstated.



<PAGE>




                          Payment Options for Benefits


We offer a wide variety of optional ways of receiving proceeds payable under the
policy,  such as upon  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 the  Variable  Account
because they are all forms of guaranteed benefit payments.




<PAGE>





                             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  expenses on a current basis that is less than the guaranteed
amount.

Deductions From Premium

We will  deduct up to a maximum of 8% from each  premium  payment to provide for
state premium taxes, DAC taxes and for other expenses  associated with acquiring
and servicing a policy.  Currently, the deduction is 5% for the first ten policy
years and 3% thereafter.

Monthly Deductions From Account Value

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

On each Monthly Anniversary we will deduct charges for:

o    The administration of your policy.



<PAGE>




o    The acquisition and underwriting costs of your policy.

o    The cost of insurance for your policy.

o    The cost of any supplemental benefits or riders.

Subject to our approval,  you may request us to take the monthly deductions from
your Account Value  allocated to the Guaranteed  Account (not including the Loan
Account)  or a  specified  subaccount.  Otherwise,  we  will  take  the  monthly
deductions from each subaccount and the Guaranteed Account on a pro rata basis.

Administrative  Charge.  This charge compensates us for administrative  expenses
associated  with the policy and the Variable  Account.  These expenses relate to
premium billing and collection, record keeping, processing claims, policy loans,
policy  changes,  reporting  and overhead  costs,  processing  applications  and
establishing policy records.

This  charge  will be no more  than $15 per  month.  Currently,  after the fifth
policy year the charge is $7.50 per month.  In addition,  there will be a charge
of $.03 per $1,000 of Face Amount per month until the policy is terminated.

Acquisition  Charge.  We will  make a  deduction  from  your  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.
The charge is assessed  for the first five  policy  years and, if you request an
increase in the Face Amount,  for the first five years  following that increased
Face Amount the term of the policy.  The lowest and highest  acquisition  charge
are $0.59 and $61.71 per $1,000 of Face Amount, respectively.  The amount of the
acquisition  charge  for your  policy is  specified  in the  policy  Information
section of your policy.



<PAGE>




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 each Insured and  reflects the fact that the Death  Benefit is
not payable until the death of the Last Surviving Insured. Therefore this charge
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
applicable  cost of insurance rate by the net amount at risk under the policy on
that Monthly Anniversary.

Net Amount at Risk.

If the Death  Benefit is equal to the Face  Amount,  or the Face Amount plus the
Account Value, then the net amount at risk is calculated as (a) minus (b) where:

(a)  is the current  Death  Benefit at the beginning of the policy month divided
     by 1.0032737; and

(b)  is the current total Account Value.



If the Death Benefit is equal to the Account Value multiplied by the appropriate
minimum death benefit  factor,  then the net amount at risk is calculated as (a)
minus (b) where:

(a)  is the current Death Benefit at the beginning of the policy month; and

(b)  is the current total Account Value

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

o    preferred nonsmoker;

o    standard plus nonsmoker;

o    standard nonsmoker;

o    smoker;

o    substandard for those involving a higher mortality risk.



<PAGE>




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

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

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

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


<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, investment, expense and persistency experience. These rates
may change  from time to time.  In our  discretion,  the  current  charge may be
increased in any amount up to the maximum guaranteed charge shown in the table.

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

Legal Considerations  Relating to Sex-Distinct  Premium and Benefits.  Mortality
tables for the policy  generally  distinguish  between males and females.  Thus,
premium and benefits  under the policy  covering  two males,  two females or one
male and one female of the same age will differ.

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

Deduction From Variable Account Assets

Mortality and Expense Risk Charge.  We deduct a daily charge from the net assets
in the  subaccounts for assuming  certain  mortality and expense risks under the
policy. This charge does not apply to the amounts you allocate to the Guaranteed
Account.  Currently,  we charge an annual rate of 0.75% of the subaccount assets
for the  first 10  policy  years and  0.15%  for  policy  years  11-20 and 0.10%
thereafter.  The guaranteed  charge is at an annual rate of 0.90%.  Although the
charge may be increased or decreased in our sole  discretion,  it is  guaranteed
not to exceed an annual rate of 0.90% of your Account  Value in the  subaccounts
for the duration of a policy.



<PAGE>




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 Variable
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 applicable,  we will deduct the
charge from the amount you transfer before  allocation to the new  subaccount(s)
or to the Guaranteed Account.  The confirmation of the transaction will show the
transfer charge, if any.

Surrender  Charge.  If the policy is  surrendered or there is a decrease in Face
Amount during the first 10 policy years, we will deduct a surrender charge based
on the initial Face Amount. If a policy is surrendered or there is a decrease in
Face Amount within 10 years after a requested  increase in Face Amount,  we will
deduct a surrender  charge based on the increase in Face Amount.  The  surrender
charge will be deducted before any surrender proceeds are paid.

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

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

(2)  is equal to a surrender charge factor per $1,000 based on the
     Insureds' age, sex and smoker status; and

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



<PAGE>



              Year                      Factor

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

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

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

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

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

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

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

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

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

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

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



The  product  of (1) and (2) will be  capped  at a level not to exceed a maximum
surrender  charge  based on a rate per  $1,000 of Face  Amount.  The  lowest and
highest  surrender  charge are  $10.19  and  $60.00  per $1,000 of Face  Amount,
respectively.  The  surrender  charge for your policy is specified in the policy
information section of your policy.

Surrender  Charge Based On An Increase Or Decrease In Face  Amount.  A requested
increase in Face Amount of the policy  will  result in an  additional  surrender
charge during the 10 policy years immediately  following the requested increase.
The additional  surrender  charge period will begin on the effective date of the
requested  increase.  If the Face Amount of the policy is reduced before the end
of the 10th policy year or within 10 years  immediately  following a Face Amount
increase, we may also deduct a pro rata share of any applicable surrender charge
from your Account Value.  Decreases in Face Amount 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.



<PAGE>




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

o    Upon a partial withdrawal; and

o    If you decrease your Face Amount.

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

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

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

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

Policy Split Option  Charge.  If you elect to surrender  your policy in exchange
for separate individual permanent life insurance policies under the Policy Split
Option,  we  reserve  the right to deduct a charge  of up to $500.  A  surrender
charge  will  apply if you elect the  Policy  Split  Option  during the first 10
policy years or the 10 years following a Face Amount increase.



<PAGE>


Discount Purchase Programs

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


<PAGE>




                        Supplemental Benefits and Riders


We intend to make available certain  supplemental  benefits and riders which may
in the  future  be  issued  with the  policy.  Any  monthly  charges  for  these
supplemental  benefits and riders,  as listed  below,  will be deducted from the
Account Value. The addition of riders may affect the cost of insurance.

Automatic Face Amount Increase Option (AFAIO)

Renewable No Lapse Rider (RNLR)

Joint and Last Survivor Renewable Term Rider (JLSRTR)

Joint and Last Survivor Term Insurance Rider (Estate
Preservation Term Rider)

Joint and Last Survivor Term Rider (JLSTR)

Waiver of Monthly Deduction Rider (WMDR)

Waiver of Specified Premium Rider (WSPR)




<PAGE>


                             Other Policy Provisions


Right to Exchange

You may exchange this policy to a flexible  premium fixed benefit life insurance
policy on the lives of the Insureds, without evidence of insurability. While the
policy is in force this exchange may be made:

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

(b)  within 24 months of any  increase in Face Amount of the policy,  other than
     under the Automatic Face Amount Increase Option and other than increase due
     to a Death Benefit Option change; 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 policy. The Face Amount in
effect at the time of the exchange will remain unchanged. The Policy Date, Issue
Date, and age of each Insured will remain  unchanged.  The owner and Beneficiary
are the same as were recorded immediately before the exchange.



<PAGE>




Policy Split Option

In certain  cases,  you may elect to  surrender  policy in exchange for separate
individual  permanent life insurance policies on the life of both Insureds.  The
policy may be split if:

o    The  Insureds  were  married on the policy  date and a final  annulment  or
     divorce decree  dissolving the Insureds'  marriage has been issued. We must
     receive your written request to split the policy not earlier than 180 days,
     or later  than 360 days,  after the date a decree of  annulment  or divorce
     becomes final. We must also receive a copy of the final decree.

o    a change to the federal estate tax law has occurred which
     results in either:

     (1) the repeal of the unlimited marital deduction provided by
         the Code; or

     (2) a change to the Code, which reduces the maximum federal estate tax rate
         to 25% or less.

     We must receive your written request to split the policy within 180 days of
     the date of a change in the federal estate tax law.

We will require evidence satisfactory to us of the insurability of both Insureds
and we will also require  evidence  satisfactory to us of insurable  interest of
the new owner(s) in both Insureds on the date the policy is split.  We will also
require that any Outstanding Loan be repaid on the date of exchange.

Before the policy is split and the new policies are issued,  we must receive the
initial premium due on each of the new policies and any fee we charge to process
the  exchange.  The fee to  process  the  exchange  will not exceed  $500.00.  A
surrender  charge  will apply if you elect the Policy  Split  Option  during the
first 10 policy years or the 10 years following a Face Amount increase.

The date of the policy split will be the policy anniversary after we receive all
the  requirements  for a policy  split.  The  features of the new  policies  are
described in the policy.


<PAGE>



The surrender of the policy in exchange for separate  individual  permanent life
insurance on the life of both Insureds will be subject to tax.

Limits on Our Rights to Contest the Policy

Incontestability.  We will not  contest  the  policy  after it has been in force
during both  Insureds'  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 both Insureds for two years after the  effective  date of the
increase.

Suicide  Exclusion.  If either  Insured  commits  suicide (while sane or insane)
within two years (unless otherwise specified by state law) after the Issue Date,
the policy  will  terminate  on the date of the  death.  Our  liability  will be
limited  to the  payment of a single sum equal to the  premium  paid,  minus any
Outstanding Loan, any partial withdrawal, and the cost of any riders attached to
the policy.  If either Insured commits suicide (while sane or insane) within two
years (unless  otherwise  specified by state law) after the effective  date of a
requested  increase in the Face Amount,  then the additional  insurance coverage
provided by the requested  increase in Face Amount will terminate on the date of
the death.  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 either Insured's age or sex has been misstated in
the policy, the Death Benefit and any benefits provided by riders shall be those
which would be purchased at the most recent  monthly  deduction  for the cost of
insurance charge for the correct ages and sexes.

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.


<PAGE>


When Proceeds Are Paid

We will  ordinarily pay Life  Insurance  Proceeds,  loan  proceeds,  and partial
withdrawal  or  surrender  proceeds  within  seven  days  after  receipt  at our
Administrative  Office  of all the  required  documents.  Other  than  the  Life
Insurance  Proceeds,  which  is  determined  as of the date of death of the Last
Surviving  Insured,  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 for up to
6 months after we receive your request.

Reports to Owners

You will receive a confirmation within seven days of the following transactions:

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

o    any change of allocation of premium;

o    any transfer among subaccounts;

o    any loan, interest repayment, or loan repayment;



<PAGE>




o    any partial withdrawal;

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

o    any exercise of your right to cancel;

o    an exchange of the policy;

o    full surrender of the policy; or

o    payment of the Life Insurance Proceeds under the policy.

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

Assignment

You may assign the policy,  if we agree, in accordance with its terms by using 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
at least one Insured is alive if you:

1.   Request in writing a 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 for each
     Insured who is alive at the end of the Grace Period to us;



<PAGE>




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

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

The  effective  date of the  reinstatement  of policy  benefits will be the next
Monthly  Anniversary  which  coincides  with or next follows the date we approve
your request. We will deduct the premium expenses from the required payment. The
monthly expense charge,  Account Value,  Outstanding Loan and surrender  charges
that will apply upon reinstatement will be those that were in effect on the date
the policy  lapsed.  We will start to make  monthly  deductions  again as of the
effective date of reinstatement.



<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 the Appendix 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.


<PAGE>




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

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


<PAGE>




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.  No attempt is made to consider any  applicable  state or
other tax laws.  This  summary  does not cover all  situations.  This summary is
based upon our  understanding of the current federal income tax laws and current
interpretations  by the Internal Revenue Service.  We cannot predict whether the
Code will change. You should speak to a competent tax adviser to discuss how the
purchase of a policy and the  transactions you make under the policy will impact
your federal tax liability.

Tax Status of the Policy

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

The Company

We are  taxed as a life  insurance  company  under  the Code.  For  federal  tax
purposes,  the Variable  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 for prior and current
earnings,  and  future  earnings  if not  corrected,  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  assets  of  the  account  are   diversified  in  accordance  with  the
     diversification rules applicable to regulated investment companies; and

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

The diversification requirements may also be met for each if:

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

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

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

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

Generally,  each U.S.  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.



<PAGE>




A variable life  insurance  policy could fail to be treated as a life  insurance
contract  for tax  purposes if the owner of the policy has such control over the
investments  underlying the policy (e.g., by being able to transfer values among
many  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 premium permitted under the policy.



<PAGE>




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

Tax Treatment of Policy Benefits In General

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

Pre-Death Distribution

The tax  treatment of any  distribution  you receive  before the Last  Surviving
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 be taxed to the
     extent the amount you receive is in excess of the premium 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  premium  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  even if total  withdrawals  do not  exceed  total
     premium paid.


<PAGE>


o    Extra  premium for optional  benefits and riders  generally do not count in
     computing  the premium 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  premium
     substantially  in excess of scheduled  premium is 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, and you fully  surrender the policy,
     you will be taxed to the  extent  the amount  you  receive,  including  any
     portion of the cash surrender value used to repay policy debt, in excess of
     the  premium  you paid for the policy  increased  by the amount of any loan
     previously  included  in income and reduced by untaxed  amounts  previously
     received other than the amount of any loans  excludible from income.  Other
     amounts you receive  under the policy before the Last  Surviving  Insured's
     death,  including  loans and  withdrawals,  are  included  in income to the
     extent that the cash value  before  surrender  charges  exceeds the premium
     paid  for the  policy  increased  by the  amount  of any  loans  previously
     included in income and reduced by any untaxed amounts  previously  received
     other than the amount of any loans excludible from income. An assignment of
     a MEC is taxable  in the same way.  These  rules  also  apply to  pre-death
     distributions,  including loans, made during the two-year period before the
     time that the policy became a MEC.



<PAGE>




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

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

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

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

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

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



<PAGE>




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

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 Variable Account or to the policy.



<PAGE>


                           Distribution of the Policy

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

The  policy  will be  distributed  through  the  principal  underwriter  for the
Variable 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 premium 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

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

The Variable Account

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

Although you may have  allocated your Account Value to the  subaccounts,  you do
not own these assets. You only own your policy.

We own the assets in the Variable Account.  The Variable Account is divided into
subaccounts.  The  subaccounts  available under the policy invest in shares of a
specific  portfolio of the Anchor Series Trust or SunAmerica Trust. The Variable
Account may include other subaccounts that are not currently 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  investment  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.



<PAGE>



Rights we have reserved.

We have reserved certain rights regarding the Variable 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  investment  accounts or deregister  the Variable
     Account with the Securities and Exchange Commission.

o    run the Variable  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 Variable Account.


o    operate the Variable  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  Variable  Account or one or more of the  subaccounts  in any
     investments that are legal, as determined by our own or outside counsel.

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

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

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

o    You may then change your premium allocation percentages.



<PAGE>




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

We have not registered  interests in the Guaranteed Account under the Securities
Act of 1933  or the  Guaranteed  Account  as an  investment  company  under  the
Investment Company Act of 1940.

The  staff of the  Securities  and  Exchange  Commission  has not  reviewed  our
disclosure  regarding  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 Variable  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.

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 Variable Account.


<PAGE>




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 Variable
Account or the degree of risk  associated  with an  investment  in the  Variable
Account.



<PAGE>



                              Financial Statements


Our financial  statements and those of the Variable Account have been audited by
PricewaterhouseCoopers  LLP, independent certified public accountants, as stated
in their report,  and have been included in this prospectus in reliance upon the
authority of such firm as experts in accounting and auditing.
<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

                          AVERAGE ANNUAL TOTAL RETURNS

                             As of December 31, 1999
<TABLE>

                                                      Inception                                         Since
                                                        Date   1 Year   3Years   5Years    10 Years   Inception
                                                        ----   ------   ------   ------    --------   ---------
<S>                                                    <C>      <C>      <C>      <C>        <C>        <C>
Anchor Series Trust

   Wellington Management Company, LLP

     Capital Appreciation Portfolio                    3/23/87  67.58    36.95    34.03      23.57      20.08
     Growth Portfolio                                  9/5/84   26.94    28.76    27.52      17.60      16.80
     Government and Quality Bond  Portfolio            9/5/84   -1.65    5.56     7.64       7.44       9.04
     Natural Resources Portfolio                       1/4/88   41.51    2.26     7.46        6.06       7.50

SunAmerica Series Trust

   Alliance Capital Management L.P.

     Global Equities Portfolio                         2/9/93   30.94    22.78    20.29       n/a       16.99
     Alliance Growth Portfolio                         2/9/93   33.07    38.60    37.66       n/a       27.69
     Growth-Income Portfolio                           2/9/93   30.04    31.55    30.52       n/a       22.22

   Davis Selected Advisers, L.P.

     Davis Venture Value Portfolio                    10/28/94  16.11    21.05    24.92       n/a       23.75
     Real Estate Portfolio                             6/2/97   -7.42     n/a      n/a        n/a       -2.92

   Federated Investors, Inc.

     Corporate Bond Portfolio                          7/1/93   -1.85    4.90     5.11        n/a        4.57
     Federated Value Portfolio                         6/3/96   6.19     18.08     n/a        n/a       17.52
     Utility Portfolio                                 6/3/96   1.78     13.43     n/a        n/a       13.93

   Goldman Sachs Asset Management/
   Goldman Sachs Asset Management International

     Asset Allocation Portfolio                        7/1/93   9.44     11.26    15.65       n/a       12.77
     Global Bond Portfolio                             7/1/93   8.09     6.48     9.20        n/a       6.99

   MFS Investment Management

     MFS Growth and Income Portfolio                   2/9/93   5.93     19.05    20.92       n/a       15.05
     MFS Total Return Portfolio                       10/28/94  2.88     12.86    15.07       n/a       14.46
     MFS Mid-Cap Growth Portfolio                      4/1/99    n/a      n/a      n/a        n/a       64.96

   Morgan Stanley Asset Management

     International Diversified Equities Portfolio     10/28/94  24.59    16.25    13.63       n/a       12.38
     Worldwide High Income Portfolio                  10/28/94  19.31    4.56     11.62       n/a       10.74



<PAGE>



   Putnam Investments

     Emerging Markets Portfolio                        6/2/97   77.45     n/a      n/a        n/a       4.52
     Putnam Growth Portfolio                           2/9/93   29.71    32.30    28.31       n/a       20.01
     International Growth and Income Portfolio         6/2/97   24.18     n/a      n/a        n/a       15.87

   SunAmerica Asset Management Corp.

     Aggressive Growth Portfolio                       6/3/96   84.66    34.56     n/a        n/a       30.10
     SunAmerica Balanced Portfolio                     6/3/96   21.40    23.48     n/a        n/a       22.67
     Cash Management Portfolio                         2/9/93   4.87     5.05     5.11        n/a       4.57
     "Dogs" of Wall Street Portfolio                   4/1/98   -7.08     n/a      n/a        n/a       -4.64
     High-Yield Bond Portfolio                         2/9/93   6.50     5.75     9.13        n/a       7.55
</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.



<PAGE>


                                  [Back cover]

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

Investment Company Act File Number 811-4687



<PAGE>



                           Part II - Other Information

                           UNDERTAKING TO FILE REPORTS

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

                                 REPRESENTATION

AIG Life Insurance  Company  represents that the fees and charges deducted under
the  Policy  covered  by  this  registration  statement,  in the  aggregate  are
reasonable  in relation to the services  rendered,  the expenses  expected to be
incurred, and the risks assumed by the Company.

                                 INDEMNIFICATION

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

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

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Company  pursuant to such provision of the bylaws or statutes or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission,  such  indemnification  against  such  liabilities  (other  than the
payment by the  Company of expenses  incurred or paid by a director,  officer or
controlling  person of the Company in the successful defense of any such action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the Policies issued by Variable  Account II, the Company will
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in said Act and
will be governed by the final adjudication of such issue.

<PAGE>



                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

     The facing sheet.
     The Prospectus consisting of ___ pages.
     The undertaking to file reports.
     Representation.
     The signatures.

     Written consents of the following persons:

         Kenneth D. Walma
         Jorden Burt Cicchetti Berenson & Johnson LLP
         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.

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 30,2000.

(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

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. 1 to the Registration  Statement on Form S-6 (333-85573)
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


                                     Exhibit D

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the following with respect of Post-effective  Amendment No.
1 to the Registration Statement (No. 333-85573) 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. 1 to the Registration  Statement on Form S-6 (File No.  333-85573)
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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