VARIABLE ACCOUNT B AMERICAN INTL LIFE ASSUR CO OF NEW YORK
S-6/A, 1998-07-09
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<PAGE>
   
       Filed with the Securities and Exchange Commission on July 9, 1998.

                           Registration No. 333-48457

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-6

                        PRE-EFFECTIVE AMENDMENT NO. 1 TO
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


A.   Exact name of trust: Variable Account B

B.   Name of depositor:  American International Life Assurance Company
                           of New York

C.   Complete  address  of  depositor's  principal  executive  offices:
     80 Pine Street, New York, New York 10005

D.   Name and address of agent for service:

     Robert Liguori
     Senior Vice President and General Counsel
     One Alico Plaza
     600 King Street
     Wilmington, Delaware 19801

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

     It is proposed that this filing will become effective:

     _____  immediately  upon filing pursuant to paragraph (b) of Rule 485
     _____  on ____________  pursuant to paragraph (b) of Rule 485
     _____  60 days after  filing  pursuant to paragraph (a)(1) of Rule 485
     _____  on ____________ pursuant to paragraph (a)(1) of Rule 485

     If appropriate, check the following box:

     _____   this post-effective amendment designates a new effective date for a
             previously filed post-effective amendment

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

F.   Proposed maximum  aggregate  offering price to the public of the securities
     being registered: N/A

G.   Amount of Filing Fee: N/A

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective  date until  Registrant  shall file a
further amendment which  specifically  states that this  Registration  Statement
shall become  effective in accordance with Section 8(a) of the Securities Act of
1933 or until this Registration Statement shall become effective on such date as
the Securities and Exchange  Commission,  acting  pursuant to said section,  may
determine.
    

<PAGE>



                        CROSS REFERENCE TO ITEMS REQUIRED

                                 BY FORM N-8B-2


N-8B-2 Item                              Caption in Prospectus

1...................................     The Company, The Separate Account
2...................................     The Company
3...................................     Not Applicable
4...................................     Distribution of the Policy
5...................................     The Separate Account
6(a)................................     Not Applicable
6(b)................................     Not Applicable
9...................................     Legal Proceedings
10..................................     The Policy
11..................................     The Separate Account, The Funds and
                                         the Investment Advisers
12..................................     The Separate Account, The Funds and
                                         the Investment Advisers
13..................................     Charges and Deductions
14..................................     The Policy
15..................................     The Separate Account
16..................................     The Separate Account, The Funds and
                                         the Investment Advisers
17..................................     The Policy
18..................................     The Policy
19..................................     Not Applicable
20..................................     Not Applicable
21..................................     Not Applicable
22..................................     Not Applicable
23..................................     Not Applicable
24..................................     Not Applicable
25..................................     The Company
26..................................     Not Applicable
27..................................     The Company
28..................................     The Company
29..................................     The Company
30..................................     The Company
31..................................     Not Applicable
32..................................     Not Applicable
33..................................     Not Applicable
34..................................     Not Applicable



<PAGE>



                        CROSS REFERENCE TO ITEMS REQUIRED

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


N-8B-2 Item                             Caption in Prospectus

35.................................     The Company
37.................................     Not Applicable
38.................................     Distribution of the Policy
39.................................     Distribution of the Policy
40.................................     Not Applicable
41(a)..............................     Distribution of the Policy
42.................................     Not Applicable
43.................................     Not Applicable
44.................................     The Policy
45.................................     Not Applicable
46.................................     The Policy
47.................................     Not Applicable
48.................................     Not Applicable
49.................................     Not Applicable
50.................................     Not Applicable
51.................................     The Company, The Policy
52.................................     The Funds and the Investment Advisers
53.................................     Tax Considerations
54.................................     Financial Statements
55.................................     Not Applicable



<PAGE>



                                     PART I



<PAGE>



         Group Flexible Premium Variable Universal Life Insurance Policy

                               VARIABLE ACCOUNT B
                of AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
                                   OF NEW YORK
                                 80 Pine Street
                            New York, New York 10005
                                 1-800-340-2765


         This prospectus  describes a group flexible premium variable  universal
life insurance  policy (the  "Policy")  offered by American  International  Life
Assurance  Company of New York (the  "Company").  The Policy provides  insurance
protection  for  individuals  within groups under  corporate-owned  or sponsored
arrangements. Corporate-owned arrangements include those in which an employer or
a trust  established  by an employer,  for  example,  purchases  life  insurance
coverage  on the  lives  of its  employees  and the  employer  or  trust  is the
beneficiary under the Policy.  Sponsored  arrangements may include, for example,
those instances where an employer, a financial institution,  an association,  or
group  otherwise  permitted by state  insurance law,  allows the Company to sell
insurance policies to, respectively,  its employees,  depositors, or members. An
Owner may be issued a  certificate  as evidence of individual  insured  coverage
under a group  arrangement.  The description of the Policy in this Prospectus is
fully applicable to any certificate that may be issued under the Policy. As used
herein the word "Policy" includes any such certificate.

         The Policy is designed to provide lifetime insurance  protection on the
named  Insured and at the same time provide  flexibility  to vary the amount and
timing of Premiums and to change the amount of Life Insurance  Proceeds payable.
This  flexibility  allows You as Owner to provide for changing  insurance  needs
under a single life insurance product.

         You also have the opportunity to allocate Net Premium and Account Value
to one or more  subaccounts of Variable  Account B (the "Separate  Account") and
the Company's  general account (the "Guaranteed  Account")  within limits.  This
Prospectus  generally describes only that portion of the Account Value allocated
to the Separate Account. For a brief summary of the Guaranteed Account, see "The
Guaranteed Account," page ___.

   
         The assets of each Subaccount are invested in a corresponding portfolio
as  selected  by the  Owner  from the  following  choices:  the  Premier  Growth
Portfolio,  Growth  and  Income  Portfolio,  and Quasar  Portfolio  of  ALLIANCE
VARIABLE  PRODUCTS SERIES FUND,  INC.  ("Alliance  Fund");  the VIP Money Market
Portfolio of VARIABLE  INSURANCE  PRODUCTS  FUND  ("VIP");  the VIP II Index 500
Portfolio and VIP II Contrafund Portfolio of VARIABLE INSURANCE PRODUCTS FUND II
("VIP II") (VIP and VIP II,  collectively,  "Fidelity Funds");  the Fixed Income
Portfolio,  High Yield Portfolio,  Global Equity Portfolio, and U.S. Real Estate
Portfolio of MORGAN STANLEY UNIVERSAL FUNDS, INC. ("Morgan Stanley Funds");  the
Partners Portfolio of NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST ("Neuberger &
Berman Trust");  the Developing Markets Fund and International Fund of TEMPLETON
VARIABLE  PRODUCTS  SERIES FUND  ("Templeton  Fund");  and the Growth and Income
Fund,  CORE U.S.  Equity Fund, CORE Large Cap Growth Fund, CORE Small Cap Equity
Fund, Capital Growth Fund, Mid Cap Equity Fund,  International  Equity Fund, and
Global Income Fund of GOLDMAN SACHS VARIABLE  INSURANCE  TRUST  ("Goldman  Sachs
Trust").






<PAGE>



         The  prospectuses  for Alliance Fund,  Fidelity  Funds,  Morgan Stanley
Funds,  Neuberger  & Berman  Trust,  Templeton  Fund,  and  Goldman  Sachs Trust
(collectively,  the "Funds") describe their respective portfolios, including the
risks of investing in the Funds, and provide other  information on the Funds and
on their managers. The Fund prospectuses accompany this Prospectus.
    
         The Policy provides for a Net Cash Surrender Value that can be obtained
by surrender.  Because this value is based on the investment  performance of the
Subaccounts,  to the extent of allocations to the Separate Account,  there is no
guaranteed  Net  Cash  Surrender  Value.  If the Net  Cash  Surrender  Value  is
insufficient  to cover the charges due,  coverage will lapse without value.  The
Policy also provides for loans and permits partial surrenders within limits.

          It may not be  advantageous  to replace  existing  insurance  with the
Policy.  Within  certain  limits,  you may return the Policy or  exchange it for
another life  insurance  policy  issued by the Company with benefits that do not
vary with the investment results of a separate account. A Policy may be returned
according  to the terms of its Period to  Examine  and  Cancel  (see  "Period to
Examine and Cancel Policy," page __), during which time Net Premium allocated to
the Separate Account will be invested in the Money Market Subaccount.

         THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

         INVESTMENTS IN THESE  CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, AND
ARE NOT GUARANTEED OR ENDORSED BY, ANY BANK OR BANK  AFFILIATE.  INVESTMENTS ARE
NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,  THE FEDERAL
RESERVE BOARD, OR ANY OTHER GOVERNMENTAL  AGENCY. ANY INVESTMENT IN THE CONTRACT
INVOLVES  CERTAIN  INVESTMENT  RISKS  WHICH MAY  INCLUDE  THE  POSSIBLE  LOSS OF
PRINCIPAL.

            THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.

   
                       Date of Prospectus: July ___, 1998
    

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


                                        2

<PAGE>



                                TABLE OF CONTENTS
                                                                          Page

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

SUMMARY OF THE POLICY...................................................

   
PORTFOLIO EXPENSES......................................................
    

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

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

GUARANTEED ACCOUNT......................................................

CHARGES AND DEDUCTIONS..................................................

HOW YOUR ACCOUNT VALUE VARIES...........................................

LIFE INSURANCE PROCEEDS AND CHANGES IN FACE AMOUNT......................

CASH BENEFITS...........................................................

ILLUSTRATIONS OF ACCOUNT VALUE, NET CASH SURRENDER VALUE,
   LIFE INSURANCE PROCEEDS AND ACCUMULATED PREMIUM......................

OTHER POLICY BENEFITS AND PROVISIONS....................................

TAX CONSIDERATIONS......................................................

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

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

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

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

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

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

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

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

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

APPENDIX A..............................................................

                                        3

<PAGE>



                              DEFINITIONS OF TERMS


Accounts.   The Separate Account and the Guaranteed Account of the Company.

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

Administrative  Office.  One Alico Plaza,  P.O. Box 8718,  Wilmington,  Delaware
19899.

Age.  The Insured's age as of his or her last birthday.

Allocation  Date.  The first business day after the Period to Examine and Cancel
expires. The Period to Examine and Cancel is described on page __.

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

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

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

Company, We, Our, Us. American International Life Assurance Company of New York.

Death Benefit  Amount.  The amount  determined  based on the Face Amount,  Death
Benefit  Qualification  Option,  and the Life Insurance Proceeds Option selected
and from which the Life Insurance Proceeds will be determined.

Face Amount.  The amount of insurance  specified by the Owner and from which the
Death Benefit Amount will be determined. The initial Face Amount is shown in the
Policy.

Grace Period.  The period of time following a Monthly  Anniversary  during which
this Policy will  continue  in force while the Net Cash  Surrender  Value is not
sufficient to cover the total monthly deduction then due.

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

Insured. A person whose life is covered under the Policy.

Issue  Date.  The date the  Policy is  issued.  It may be a later  date than the
Policy Date if the initial Premium is received at Our Administrative  Office and
invested before underwriting has been completed. Once issued, Policy coverage is
retroactive to the Policy Date. The Issue Date is used to measure contestability
periods.

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


                                        4

<PAGE>



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

Maturity  Date.  The first Policy  Anniversary  following  the  Insured's  100th
birthday.

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

Net Account Value.  The Account Value less any Outstanding Loans.

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

Net Premium. Premium less any expense charges deducted from Premium.

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

Owner,  You,  Your.  The  person  who  purchased  the  Policy  as  shown  in the
application,  unless  later  changed.  The Owner may be  someone  other than the
Insured.

Planned  Periodic  Premium.  The amount of Premium  selected by the Owner at the
time of application to be paid in a specified frequency until the Maturity Date.

Policy.  The Group Flexible Premium Variable  Universal Life Insurance  contract
issued by the Company.

Policy Anniversary. An anniversary of the Policy Date.

Policy Date.  The date as of which We have  received the initial  Premium and an
application in good order.

Policy Month.  The month  commencing  with the Policy Date and ending on the day
before the first Monthly  Anniversary,  or any following month commencing with a
Monthly Anniversary and ending on the day before the next Monthly Anniversary.

Policy  Year.  The year  commencing  with the Policy  Date and ending on the day
before the first Policy  Anniversary,  or any following year  commencing  with a
Policy Anniversary and ending on the day before the next Policy Anniversary.

Premium.  The  total  consideration  paid  by the  Owner  in  exchange  for  Our
obligations under the Policy.

Separate  Account.  Variable  Account  B, a separate  investment  account of the
Company.

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

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


                                        5

<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.


                                        6

<PAGE>



                              SUMMARY OF THE POLICY

         This  summary  is  intended  to  provide a brief  overview  of the more
significant aspects of the Policy. Further detail is provided in this prospectus
and in the Policy.  Unless the context  indicates  otherwise,  the discussion in
this summary and the remainder of the  Prospectus  relates to the portion of the
Policy  involving  the  Separate  Account.  The  Guaranteed  Account  is briefly
described under "THE GUARANTEED ACCOUNT" on page __ and in the Policy.

Purpose of the Policy

         The  Policy  offers an Owner  insurance  protection  on the life of the
Insured  through the Maturity  Date for so long as the Policy is in force.  Like
traditional  life  insurance,  the Policy  provides for an initial death benefit
equal to its Face Amount,  accumulation  of cash value,  and  surrender and loan
privileges.  Unlike  traditional  life insurance,  the Policy offers a choice of
investment alternatives and an opportunity for the Account Value and, if elected
by the Owner and under certain  circumstances,  its Life  Insurance  Proceeds to
grow based on investment  results.  The Policy is a flexible premium policy,  so
that, unlike many other insurance  policies and subject to certain  limitations,
an Owner may choose the amount and  frequency  of premium  payments.  The Policy
indicates  the initial  Face  Amount of  insurance.  The minimum  Face Amount is
$50,000, unless the Company agrees otherwise.

Policy Values

         An Owner may allocate Net Premium  among the various  Subaccounts  that
comprise the Separate Account and that invest in corresponding portfolios of the
Funds. An Owner may also allocate Net Premium to the Guaranteed Account.

         Depending on the investment experience of the selected Subaccounts, the
Account Value may increase or decrease on any day. The Life  Insurance  Proceeds
may or may not increase or decrease  depending upon several  factors,  including
the Life Insurance  Proceeds Option selected by the Owner. There is no guarantee
that the Account  Value and Life  Insurance  Proceeds will  increase.  The Owner
bears the  investment  risk on that portion of the Net Premium and Account Value
allocated within the Separate Account.

         The Policy  will  remain in force until the earlier of the death of the
Insured  or a full  surrender  of the  Policy,  unless,  before  either of these
events,  the Net Cash Surrender Value is insufficient to pay the current monthly
deduction on a Monthly Anniversary and a Grace Period expires without sufficient
additional premium payment or loan repayment by the Owner.

Premium Features

         1)       Initial Premium

                  The  initial  Premium is the total  amount paid at the time of
                  application  or at a later  date.  Policy  coverage  will  not
                  become  effective until the initial Premium is received by Our
                  Administrative Office.


                                        7

<PAGE>



         2)       Planned Periodic Premium

                  The Planned Periodic Premium is the Premium  designated at the
                  time  of  application  as the  amount  planned  to be  paid at
                  specific intervals until the Maturity Date.

         3)       Flexibility

                  In general Premiums are flexible as to both timing and amount.
                  If Premiums  cease at any time,  the insurance  provided under
                  the Policy will continue for as long as the Net Cash Surrender
                  Value  is  sufficient  to  keep  the  Policy  in  force.  (See
                  "PREMIUMS AND ALLOCATIONS," page __.)

         When applying for a Policy,  an Owner will determine a Planned Periodic
Premium that provides for the payment of level Premiums over a specified  period
of time. Each Owner will receive a Premium  reminder notice on either an annual,
semi-annual,  quarterly, or monthly basis; however, the Owner is not required to
pay Planned Periodic Premiums.

         Payment of the Planned  Periodic  Premiums  will not  guarantee  that a
Policy will remain in force.  Instead,  the duration of the Policy  depends upon
the Policy's Net Cash Surrender  Value.  Even if Planned  Periodic  Premiums are
paid,  the  Policy  will  lapse  any  time  the  Net  Cash  Surrender  Value  is
insufficient  to pay the current  monthly  deduction and a Grace Period  expires
without sufficient  payment.  Any payment of additional Premium must be at least
$50.00. The Company also may reject or limit any Premium that would result in an
immediate  increase  in the Net Amount at Risk  (defined  on page ___) under the
Policy.

         For  information  regarding  the taxation of the Policy  under  federal
income tax law, see "TAX CONSIDERATIONS," page ___.

Policy Charges

   
         There are charges  and  deductions  which the Company  will deduct from
each Policy. The deductions based on Premium are the sales charges, the deferred
acquisition  cost tax ("DAC tax"),  and the specific state and local premium tax
(a typical  state  premium  tax rate would be in the range of 2% to 2.5%).  (See
"CHARGES AND  DEDUCTIONS,"  page __.) The Company,  within its  discretion,  may
issue the Policy to an employer or trust with no sales charge or a reduced sales
charge. In no event will the sales charge exceed 9% of Premium.
    

         On  the  Issue  Date  and  each  Monthly  Anniversary,   the  following
deductions are made from the Account Value:

                  (a)      administrative charges;
                  (b)      insurance charges; and
                  (c)      supplemental benefit charges, if any.



                                        8

<PAGE>



         The  monthly  deduction  is made from the  Subaccounts  pro rata on the
basis of the portion of Account  Value in each  Subaccount.  The  administrative
charge is computed  monthly at a maximum rate of $10.00 per Policy Month.  There
is an additional monthly administrative charge of up to $25 per month during the
first  Policy Year and the 12 months  immediately  following an increase in Face
Amount.  Deductions  are also made on a daily  basis  against the assets of each
Subaccount for mortality and expense risks assumed by the Company. (See "CHARGES
AND DEDUCTIONS," page ___.)

         If the Policy is surrendered  during the first 14 Policy Years, We will
deduct a surrender  charge  based on the  initial  Face  Amount.  If a Policy is
surrendered within 14 years immediately following an increase in Face Amount, we
will  deduct a  surrender  charge  based on the  increase  in Face  Amount.  The
surrender charge will be deducted before any surrender proceeds are paid.

         A charge for partial  surrenders  is equal to a pro rata portion of the
surrender  charge  that would  apply to a full  surrender.  A partial  surrender
charge is also deducted from the Account Value upon a decrease in Face Amount.

         The administrative charge upon a partial surrender will be equal to the
lesser of $25 or 2% of the amount  surrendered  per Insured.  (See  "CHARGES AND
DEDUCTIONS," page __.)

Life Insurance Proceeds

         The Policy provides for the payment of Life Insurance Proceeds upon the
death of an  Insured.  The  Owner  elects  in the  application  to have the Life
Insurance  Proceeds  determined  under  one of two Death  Benefit  Qualification
Options and Life Insurance  Proceeds Options.  (See "LIFE INSURANCE PROCEEDS AND
CHANGES IN FACE AMOUNT," page ___.)

         Under Life Insurance  Proceeds  Option I, the Face Amount  includes the
Account  Value and the Death  Benefit  Amount will be the larger of (1) the Face
Amount  on the  date of  death,  or (2) the  Account  Value on the date of death
multiplied by the appropriate Minimum Death Benefit Factor for the Attained Age,
smoker  status,  and sex of the Insured at the time of death and the  previously
selected  Death Benefit  Qualification  Option.  Under Life  Insurance  Proceeds
Option II, the Face Amount is in  addition  to the  Account  Value and the Death
Benefit  Amount will be the larger of (1) the Face Amount plus the Account Value
on the date of death,  or (2) the Account Value on the date of death  multiplied
by the  appropriate  Minimum Death Benefit  Factor for the Attained Age,  smoker
status, and sex of the Insured at the time of death and the previously  selected
Death Benefit Qualification Option.



                                        9

<PAGE>


   
                               PORTFOLIO EXPENSES
                             As of December 31, 1997

         The purpose of this table is to assist the Owner in  understanding  the
various costs and expenses that will be incurred,  directly or indirectly. It is
based on historical  expenses as a percentage of net assets after waivers and/or
reimbursements,  if applicable,  for the year ended December 31, 1997, except as
indicated  below.  Expenses  of the  portfolios  of the  Funds  are not fixed or
specified under the terms of the Policy.
Actual expenses may vary.
<TABLE>
<CAPTION>

                                                  Management        Other                             Total Operating
Portfolio                                         Fees             Expenses         12b-1 Fees            Expenses
- ---------                                         ----             --------         ----------            --------
<S>                                               <C>              <C>              <C>                  <C>
ALLIANCE(1)
Premier Growth                                    1.00%              0.10%             0.00%                1.10%
Growth and Income                                 0.63%              0.09%             0.00%                0.72%
Quasar                                            0.58%              0.37%             0.00%                0.95%
FIDELITY
VIP Money Market                                  0.21%              0.10%             0.00%                0.31%
VIP II Index 500(2)                               0.24%              0.04%             0.00%                0.28%
VIP II Contrafund                                 0.60%              0.11%             0.00%                0.71%
MORGAN STANLEY(3)
Fixed Income                                      0.00%              0.70%             0.00%                0.70%
High Yield                                        0.00%              0.80%             0.00%                0.80%
Global Equity                                     0.00%              1.15%             0.00%                1.15%
U.S. Real Estate                                  0.00%              1.10%             0.00%                1.10%
NEUBERGER & BERMAN
Partners                                          0.80%              0.06%             0.00%                0.86%
TEMPLETON
Developing Markets(4)                             1.25%              0.33%             0.25%                1.83%
International(5)                                  0.69%              0.19%             0.25%                1.13%
GOLDMAN SACHS(6)
Growth and Income Fund                            0.75%              0.15%             0.00%                0.90%
Mid Cap Equity Fund                               0.80%              0.15%             0.00%                0.95%
Capital Growth Fund                               0.75%              0.15%             0.00%                0.90%
International Equity Fund                         1.00%              0.25%             0.00%                1.25%
CORE U.S. Equity Fund                             0.70%              0.10%             0.00%                0.80%
CORE Large Cap Growth Fund                        0.70%              0.10%             0.00%                0.80%
CORE Small Cap Equity Fund                        0.75%              0.15%             0.00%                0.90%
Global Income Fund                                0.90%              0.15%             0.00%                1.05%


</TABLE>
                                       10

<PAGE>



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

(1)      "Total  Operating  Expenses"  before  reimbursement by Alliance Capital
         Management  L.P. for the year ended  December 31, 1997,  were 1.37% for
         Quasar Portfolio.  Effective May 1, 1998,  Alliance Capital  Management
         L.P.  discontinued  expense  reimbursement  with respect to the Premier
         Growth Portfolio. The expenses presented in the table above for Premier
         Growth  Portfolio  are expenses  for the year ended  December 31, 1997,
         before  reimbursement.  "Management  Fees," "Other Expenses" and "Total
         Operating Expenses" for Premier Growth Portfolio for 1998 are estimated
         to be 1.00%, 0.08% and 1.08%, respectively.

(2)      Fidelity Management & Research Company agreed to reimburse a portion of
         VIP II Index 500 Portfolio's  expenses during the period.  Without such
         reimbursement, "Management Fees," "Other Expenses" and "Total Operating
         Expenses" would have been 0.27% 0.13% and 0.40%, respectively.

(3)      The investment  adviser  assigned to a portfolio is entitled to receive
         from such portfolio a management fee, payable  quarterly,  at an annual
         rate as a  percentage  of average  daily net assets as set forth in the
         prospectus. With respect to the Fixed Income, High Yield, Global Equity
         and U.S. Real Estate  Portfolios,  each portfolio's  investment adviser
         has  voluntarily  agreed  to  waive  its  investment  advisory  fees to
         reimburse  the  portfolios  if such fees would cause  their  respective
         "Total  Operating  Expenses"  to  exceed  those  set forth in the table
         above. Absent such reductions,  it is estimated that "Management Fees,"
         "Other  Expenses" and "Total  Operating  Expenses"  for the  portfolios
         would have been as follows:
<TABLE>
<CAPTION>
Portfolio                       Management Fees             Other Expenses              Total Operating Expenses
- ---------                       --------------              --------------              ------------------------
<S>                             <C>                         <C>                         <C>
Fixed Income                         0.40%                       1.31%                            1.71%
High Yield                           0.50%                       1.18%                            1.68%
Global Equity                        0.80%                       1.63%                            2.43%
U.S. Real Estate                     0.80%                       1.52%                            2.32%
</TABLE>
(4)      Class 2 shares of the portfolio have a distribution plan or "Rule 12b-1
         Plan" which is described in the Templeton  Fund's  prospectus.  Because
         Class 2 shares were not offered until May 1, 1997,  figures (other than
         "12b-1 Fees") are  estimated  for 1998 based on historical  expenses of
         the  portfolio's  Class 1 shares for the fiscal year ended December 31,
         1997.

(5)      Class 2 shares of the portfolio have a distribution plan or "Rule 12b-1
         plan" which is described in the Templeton  Fund's  prospectus.  Because
         Class 2 shares were not offered until May 1, 1997,  figures (other than
         "12b-1 Fees") are estimated for 1998 based on the  historical  expenses
         of the  portfolio's  Class 1 shares for the fiscal year ended  December
         31, 1997.  "Management  Fees" and "Total Operating  Expenses" have also
         been  revised  to reflect  the  management  fee  schedule  approved  by
         shareholders and effective May 1, 1997.  Actual  "Management  Fees" and
         "Total  Operating  Expenses"  during 1997 were lower. See the Templeton
         Fund prospectus for details.

(6)      Expenses are estimated  because as of December 31, 1997,  Goldman Sachs
         Trust had not yet commenced operations.  Goldman Sachs Asset Management
         and Goldman  Sachs Asset  Management  International  have  respectively
         agreed to reduce or limit certain expenses (excluding  management fees,
         taxes, interest and brokerage fees, and litigation, indemnification and
         other  extraordinary  expenses) of the  portfolios of the Goldman Sachs
         Trust:  the Growth and Income Fund, the CORE U.S. Equity Fund, the CORE
         Large Cap Growth  Fund,  the CORE Small Cap Equity  Fund,  the  Capital
         Growth Fund, the Mid Cap Equity Fund, the International Equity Fund and
         the Global  Income Fund.  Without this  reimbursement,  it is estimated
         that "Other Expenses" and "Total Operating Expenses" for each portfolio
         would  have been 0.76% and  1.51%,  0.76% and  1.46%,  0.50% and 1.20%,
         0.30% and 1.05%, 0.27% and 1.02%, 0.53% and 1.33%, 0.37% and 1.37%, and
         0.45% and 1.35%, respectively.
    
                                       11

<PAGE>



                             PERFORMANCE INFORMATION

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

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

   
         The performance information illustrated below reflects the total of the
income generated by the portfolio net of the total portfolio operating expenses,
plus capital gains and losses,  realized or unrealized.  The performance results
do not reflect: monthly deductions; cost of insurance;  surrender charges; sales
loads;  DAC taxes;  and any state or local premium taxes.  If these charges were
included, the total return figures would be lower.
    

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

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

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

                                       12

<PAGE>



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.


                                       13

<PAGE>



                         AVERAGE ANNUAL TOTAL RETURNS*+
                                      As of
                                December 31, 1997
   
<TABLE>
<CAPTION>

                               Inception                                                                Since
Portfolio                          Date         1 Year       3 Years     5 Years       10 Years      Inception
- ---------                      -----------      ------       -------     -------       --------      ---------
<S>                            <C>              <C>          <C>         <C>           <C>           <C> 
ALLIANCE
Premier Growth                 01/14/91          28.80%        29.46%      19.28%           N/A        15.30%
Growth and Income              06/26/92          33.86%        33.50%         N/A           N/A        21.72%
Quasar                         10/01/96          18.60%           N/A         N/A           N/A        17.94%

FIDELITY
VIP Money Market               04/01/82           5.51%         5.60%       4.85%         5.87%         6.89%
VIP II Index 500               08/27/92          32.82%        30.76%      19.91%           N/A        19.87%
VIP II Contrafund              01/03/95          24.14%           N/A         N/A           N/A        28.16%

MORGAN STANLEY
Fixed Income                   01/02/97           9.93%           N/A         N/A           N/A         9.93%
High Yield                     01/02/97          13.53%           N/A         N/A           N/A        13.53%
Global Equity                  01/02/97          20.04%           N/A         N/A           N/A        20.04%
U.S. Real Estate               03/03/97             N/A           N/A         N/A           N/A        17.99%

NEUBERGER & BERMAN
Partners                       03/22/94          31.25%        32.40%         N/A           N/A        24.18%

TEMPLETON (1)
Developing Markets             05/01/97             N/A           N/A         N/A           N/A       -32.79%
International                  05/01/97             N/A           N/A         N/A           N/A         9.46%
</TABLE>
- -------------------------

 *   This performance  information reflects the total of the income generated by
     the portfolio net of the total portfolio operating  expenses,  plus capital
     gains and losses,  realized or  unrealized.  The data  assumes the relevant
     Subaccount  was  in  existence  on  the  portfolio's  inception  date.  The
     performance results do not reflect: monthly deductions;  cost of insurance;
     surrender  charges;  sales loads; DAC taxes; and any state or local premium
     taxes.  (See  "CHARGES AND  DEDUCTIONS,"  page ___).  If these charges were
     included,  the  total  return  figures  would be lower.  The  illustrations
     beginning  on  page  ____  reflect  the  deduction  of  all  charges.  Past
     performance cannot predict or guarantee future results.

+    No information has been provided for Goldman Sachs Trust because it had not
     commenced operations as of December 31, 1997.

(1)  Because  Class 2 shares of the  portfolios  were not  offered  until May 1,
     1997, performance shown below for periods prior to that date represents the
     historical  result of Class 1 shares.  Performance  shown below for periods
     after May 1, 1997,  reflect the higher  annual fees and expenses  resulting
     from the Class 2 shares' Rule 12b-1 Plan.  Maximum annual plan expenses are
     0.25%.
<TABLE>
<CAPTION>
                               Inception Date       1 Year           3 Years      5 Years         Since Inception
                               --------------       ------           -------      -------         ---------------
     <S>                       <C>                  <C>              <C>          <C>             <C>
     TEMPLETON
     Developing Markets        03/01/96             -29.33%          N/A          N/A              -19.85%
     International             05/01/92             13.73%           17.76%       18.66%           15.01%
</TABLE>
    
                                       14

<PAGE>



                         INFORMATION ABOUT THE COMPANY,
                       THE SEPARATE ACCOUNT AND THE FUNDS

The Company
   
         American  International  Life Assurance  Company of New York is a stock
life  insurance  company  organized  under  the laws of the State of New York in
1962.  The  Company  provides  a  full  range  of  individual  and  group  life,
disability,  accidental  death and  dismemberment  policies and  annuities.  The
Company is a subsidiary of American  International  Group, Inc., which serves as
the  holding  company  for a number of  companies  engaged in the  international
insurance  business,  both life and general,  in approximately 130 countries and
jurisdictions around the world.

         The Company is currently  evaluating  on an ongoing  basis its computer
systems and the systems of other  companies  on which the  Company's  operations
rely to determine if they will  function  properly  with respect to dates in the
Year 2000 and beyond.  These  activities are designed to ensure that there is no
adverse  effect on the  Company's  core business  operations.  While the Company
believes  its planning  efforts are adequate to address its Year 2000  concerns,
there can be no  guarantee  that the  systems  of other  companies  on which the
Company's  operations rely will be converted on a timely basis and will not have
a material effect on the Company.
    

The Separate Account

         We established the Separate Account as a separate investment account in
1986.  It may be used to  support  the  Policy  as well as other  variable  life
insurance  policies,  and for other  purposes  permitted  by law.  The  Separate
Account is registered with the Securities and Exchange Commission (the "SEC") as
a unit  investment  trust  under the  Investment  Company Act of 1940 (the "1940
Act") and  qualifies as a "separate  account"  within the meaning of the federal
securities law.

         We own the assets in the  Separate  Account.  The  Separate  Account is
divided into Subaccounts.  The Subaccounts  available under the Policy invest in
shares of a specific series of the Funds. The Separate Account may include other
Subaccounts  which are not  available  under the  Policy  and are not  otherwise
discussed in this Prospectus.

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

         Subject to compliance with all applicable regulatory  requirements,  we
have  reserved  certain  rights.  We have the  right to  change,  add or  delete
designated investment companies. We have the right to add or remove Subaccounts.
We have the right to withdraw  assets of a class of policies to which the Policy
belongs from a Subaccount and put them in another  Subaccount.  We also have the
right to combine any two or more Subaccounts.  The term Subaccount in the Policy
shall  then  refer to any other  Subaccount  in which  the  assets of a class of
policies to which the Policy belongs were placed.


                                       15

<PAGE>



         We have the right to register other separate accounts or deregister the
Separate  Account  under  the 1940 Act.  We have the  right to run the  Separate
Account under the direction of a committee,  and discharge such committee at any
time. We have the right to restrict or eliminate any voting rights of Owners, or
other  persons who have voting rights as to the Separate  Account.  We also have
the right to operate the Separate  Account or one or more of the  Subaccounts by
making direct  investments  or in any other form. If We do so, We may invest the
assets of the Separate  Account or one or more of the  Subaccounts  in any legal
investments.  We will rely upon Our own or  outside  counsel  for advice in this
regard.  Also,  unless  otherwise  required by law or regulation,  an investment
adviser or any  investment of a Subaccount  of Our Separate  Account will not be
changed by Us unless  approved by the  Commissioner of Insurance of the State of
New York or deemed  approved in accordance  with such law or  regulation.  If so
required,  the process for getting such  approval is on file with the  insurance
supervisory official of the jurisdiction in which this Policy is delivered.

         If any of these changes  result in a material  change in the underlying
investments of a Subaccount of Our Separate Account,  We will notify You of such
change,  as  required  by law.  If You have  value in that  Subaccount,  We will
transfer it at Your written  direction from that Subaccount  (without charge) to
another Subaccount of Our Separate Account or to Our Guaranteed Account, and You
may then change Your Premium allocation percentages.

The Funds and the Investment Advisers

   
         The Funds are each  registered  with the SEC as a diversified  open-end
management  investment company under the 1940 Act, with the exception of Goldman
Sachs  Trust  which  is  registered  as a  non-diversified  open-end  management
investment  company.  Each is a  series-type  mutual  fund made up of  different
series, referred to in this Prospectus as portfolios.  The investment objectives
of each of the portfolios in which Subaccounts  invest are set forth below. Each
of the Funds may include  portfolios or funds which are not available under this
Policy.
    

         The shares of the Funds may be sold not only to the  Separate  Account,
but to other separate  accounts of the Company that fund benefits under variable
annuity contracts. The shares of the Funds are also sold to separate accounts of
other insurance  companies.  It is conceivable  that in the future it may become
disadvantageous  for  variable  life  insurance  and variable  annuity  contract
separate accounts to invest in the same underlying mutual fund. Although neither
We nor the Funds  currently  perceive or anticipate any such  disadvantage,  the
Company will monitor events to determine  whether any material  conflict between
variable life owners and variable  annuity  owners  arises.  Material  conflicts
could result from such  occurrences as (1) changes in state  insurance laws, (2)
changes in federal income tax law; (3) changes in the  investment  management of
any Fund,  or (4)  differences  between  voting  instructions  given by variable
annuity  owners  and those  given by  variable  life  owners.  In the event of a
material  irreconcilable  conflict,  We will take the steps necessary to protect
our variable annuity and variable life owners. This could include discontinuance
of investments in a Fund.

         Each Fund sells and redeems  its shares at net asset value  without any
sales charge.  Any dividends or  distributions  from security  transactions of a
Fund are  reinvested  at net asset  value in shares of the same  Fund;  however,
there are sales and  additional  charges  associated  with the  purchase  of the
Policy. (See "PREMIUMS AND ALLOCATIONS," page ___.)


                                       16

<PAGE>



ALLIANCE FUND

Premier  Growth  Portfolio -- seeks  growth of capital by  employing  aggressive
investment  policies.  Investments  will be made based upon their  potential for
capital appreciation, with current income incidental to the objective of capital
growth.

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

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

         The Alliance Fund is managed by Alliance Capital Management L.P.

FIDELITY FUNDS

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

VIP II Index 500 Portfolio -- seeks  investment  results that  correspond to the
total  return  of  common  stocks  publicly  traded  in the  United  States,  as
represented  by the Standard & Poor's  Composite  Index of 500 Stocks  (commonly
referred to as the "S&P 500").  Normally at least 80% of its assets are invested
in equity securities of companies that compose the S&P 500.

   
VIP II Contrafund Portfolio -- seeks capital appreciation by investing mainly in
equity  securities  of companies  whose value the adviser  believes is not fully
recognized by the public.  The  portfolio  usually  invests  primarily in common
stock and securities  convertible  into common stock, but it has the flexibility
to invest in any type of security that may produce capital appreciation.

         Fidelity  Management  &  Research  Company  ("FMR")  is the  investment
adviser for the Fidelity Funds.  Fidelity  Investment  Money  Management Inc., a
subsidiary of FMR, chooses  investments for VIP Money Market Portfolio.  Bankers
Trust Company, a wholly-owned subsidiary of Bankers Trust of New York Corporate,
currently serves as the sub-adviser to VIP Index 500 Portfolio.
    

MORGAN STANLEY FUNDS

Fixed Income  Portfolio -- seeks above  average total return over a market cycle
of  three  to  five  years  by  investing  in a  diversified  portfolio  of U.S.
government   and   agency   securities,    corporate   bonds,   foreign   bonds,
mortgage-backed   securities  of  domestic  issuers,   and  other  fixed  income
securities  and  derivatives.  Under normal  circumstances,  the portfolio  will
invest at least 65% of its total  assets in fixed  income  securities,  not more
than 20% of which will be below investment grade (commonly  referred to as "high
yield securities" or "junk bonds").

                                       17

<PAGE>



High Yield  Portfolio -- seeks above average total return over a market cycle of
three to five years by  investing at least 65% of its total assets in high yield
securities of U.S. and foreign issuers including corporate bonds and other fixed
income securities.

   
Global Equity  Portfolio -- seeks  long-term  capital  appreciation by investing
primarily  in   growth-oriented   common  and  preferred   stocks,   convertible
securities,  rights and warrants to purchase common stocks,  depositary receipts
and other equity securities of issuers  throughout the world,  including issuers
in the U.S. and emerging markets countries.
    

U.S. Real Estate Portfolio -- seeks  above-average  current income and long-term
capital appreciation by investing primarily in equity securities of companies in
the U.S.  real estate  industry,  including  common  stocks,  shares or units or
beneficial interest in REITs,  limited  partnership  interests in master limited
partnerships,   rights  or  warrants  to  purchase  common  stocks,  convertible
securities and preferred stock.

   
         The investment adviser for Global Equity Portfolio and U.S. Real Estate
Portfolio is Morgan Stanley Asset Management Inc., a wholly-owned  subsidiary of
Morgan  Stanley Dean Witter & Co.,  which is a publicly  owned global  financial
services corporation. The investment adviser for Fixed Income Portfolio and High
Yield  Portfolio  is  Miller  Anderson  &  Sherrerd,  LLP,  which is  indirectly
wholly-owned by Morgan Stanley Dean Witter & Co.
    

NEUBERGER & BERMAN TRUST

Partners  Portfolio -- seeks to achieve capital growth by investing  principally
in common stocks of medium to large capitalization  established companies, using
a  value-oriented   investment   approach  designed  to  increase  capital  with
reasonable risk.

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

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

TEMPLETON FUND

Developing  Markets Fund -- seeks  long-term  capital  appreciation by investing
primarily in equity securities of issuers in countries having developing markets
(normally at least 65% of its assets).

International  Fund -- seeks long-term  capital growth through a flexible policy
of investing in stocks and debt obligations of companies and governments outside
the United States.  Any income  realized will be  incidental.  In pursuit of its
investment  objective,  the  International  Fund will invest at least 65% of its
assets in securities of issuers in at least three  countries  outside the United
States.

                                                        18

<PAGE>



         Templeton Asset Management Ltd. serves as the investment manager to the
Developing  Markets Fund and Templeton  Investment  Counsel,  Inc. serves as the
investment manager to the International  Fund. Only Class 2 shares of Developing
Markets Fund and International Fund are available under the Policy.
    

GOLDMAN SACHS TRUST

Growth and Income Fund -- seeks long-term growth of capital and growth of income
through  investments in equity  securities that are considered to have favorable
prospects for capital appreciation and/or dividend paying ability.

CORE U.S. Equity Fund -- seeks  long-term  growth of capital and dividend income
through a broadly  diversified  portfolio of large  capitalization and blue chip
equity securities representing all major sectors of the U.S. economy.

   
CORE  Large Cap  Growth  Fund -- seeks  long-term  growth of  capital  through a
broadly diversified  portfolio of equity securities of large capitalization U.S.
issuers that are expected to have better  prospects for earnings growth than the
growth  rate of the general  domestic  economy.  Dividend  income is a secondary
consideration.
    

CORE  Small Cap  Equity  Fund -- seeks  long-term  growth of  capital  through a
broadly  diversified  portfolio of equity  securities of U.S.  issuers which are
included in the Russell 2000 Index at the time of investment.

Capital Growth Fund -- seeks  long-term  growth of capital  through  diversified
investments  in equity  securities  of  companies  that are  considered  to have
long-term capital appreciation potential.

   
Mid Cap Equity Fund -- seeks long-term  capital  appreciation  primarily through
investments  in  equity   securities  of  companies  with  public  stock  market
capitalizations  within  the range of the  market  capitalization  of  companies
constituting  the  Russell  MidCap  Index at the time of  investment  (currently
between $400 million and $16 billion).
    

International  Equity  Fund --  seeks  long-term  capital  appreciation  through
investments  in equity  securities of companies  that are organized  outside the
U.S. or whose securities are principally traded outside the U.S.

Global Income Fund -- seeks high total return,  emphasizing  current income and,
to a  lesser  extent,  providing  opportunities  for  capital  appreciation,  by
investing  primarily in a portfolio of high quality  fixed income  securities of
U.S. and foreign issuers and foreign currencies.

   
         Goldman  Sachs Asset  Management  serves as  investment  adviser to the
Growth and  Income,  CORE U.S.  Equity,  CORE Large Cap  Growth,  CORE Small Cap
Equity, Capital Growth, and Mid Cap Equity Funds. Goldman Sachs Asset Management
International  serves as  investment  adviser  to the  International  Equity and
Global Income Funds.

         There is no assurance  that any of the  portfolios  will achieve  their
stated objective.  Owners are advised to read the Fund prospectuses accompanying
this  Prospectus  for more  detailed  information  regarding  management  of the
portfolios,  investment objectives,  investment advisory fees, and other charges
assessed by the Funds.
    

                                       19

<PAGE>



Substitution of Securities

         If  investment  in a Subaccount  should no longer be possible or, if in
Our judgment, becomes inappropriate to the purposes of the Policy, or, if in Our
judgment, investment in another Subaccount or insurance company separate account
is in the interest of Owners, We may substitute  another Subaccount or insurance
company  separate  account.  No  substitution  may take place without  notice to
Owners and prior approval of the SEC and insurance  regulatory  authorities,  to
the extent required by the 1940 Act and applicable law.

Voting Rights

         We are the legal  owner of shares held by the  Subaccounts  and as such
have the right to vote on all matters  submitted to  shareholders  of the Funds.
However,  as required by law,  We will vote  shares held in the  Subaccounts  at
regular and special  meetings of  shareholders  of the Funds in accordance  with
instructions received from Owners with Account Value in the Subaccounts.  Should
the applicable federal securities laws,  regulations or interpretations  thereof
change so as to permit Us to vote  shares of the Funds in Our own right,  We may
elect to do so.

         To obtain  voting  instructions  from Owners,  before a meeting We will
send Owners voting instruction material, a voting instruction form and any other
related  material.  The number of shares  held by each  Subaccount  for which an
Owner may give voting  instructions  is  currently  determined  by dividing  the
portion of the Owner's Account Value in the Subaccount by the Net Asset Value of
one share of the applicable Fund.  Fractional votes will be counted.  The number
of votes for which an Owner may give  instructions  will be  determined  as of a
date  chosen by the  Company  but not more than 90 days prior to the  meeting of
shareholders.  Shares held by a Subaccount for which no timely  instructions are
received will be voted by the Company in the same proportion as those shares for
which voting instructions are received.

         We may, if  required  by state  insurance  officials,  disregard  Owner
voting  instructions if such instructions would require shares to be voted so as
to cause a change in  sub-classification or investment objectives of one or more
of the Funds, or to approve or disapprove an investment advisory  agreement.  In
addition, We may under certain circumstances  disregard voting instructions that
would require changes in the investment  policy or investment  adviser of one or
more of the Funds,  provided  that We  reasonably  disapprove of such changes in
accordance  with applicable  federal  regulations.  If We ever disregard  voting
instructions,  We will advise  Owners of that action and of Our reasons for such
action in the next semiannual  report.  Finally,  We reserve the right to modify
the manner in which We calculate  the weight to be given to pass through  voting
instructions  where such a change is necessary  to comply with  current  federal
regulations or the current interpretation thereof.

                            PREMIUMS AND ALLOCATIONS

Applying for a Policy

         In order to purchase a Policy,  the Owner must complete an  application
and submit it to the Company with an initial  Premium  payment at least equal to
the minimum  required.  (See  "PREMIUMS,"  below.)  The  initial  Premium may be
submitted with the  application or at a later date, but Policy coverage will not
become  effective  until the initial  Premium is received by Our  Administrative
Office.


                                                        20

<PAGE>



         We require satisfactory evidence of the Insured's  insurability,  which
may include a medical  examination  of the Insured.  Generally,  We will issue a
Policy  covering an Insured up to age 75 if evidence of  insurability  satisfies
Our underwriting rules. Acceptance of an application depends on Our underwriting
rules. We reserve the right to reject an application for any reason.

Period to Examine and Cancel Policy

         The Policy  provides for an initial  period  during which the Owner may
examine  the Policy and cancel it for any  reason  (the  "Period to Examine  and
Cancel"). The Owner may cancel the Policy before the later of: (a) 45 days after
Part I of the  Application  for the  Policy is  signed or (b) 10 days  after the
Owner  receives  the Policy.  The period  will be extended  beyond 10 days after
Policy  delivery,  if  required  by the  state  where the  Owner  resides.  Upon
returning the Policy to the Administrative  Office or to an agent of the Company
within such time with a written request for cancellation, the Owner will receive
a refund  equal to the gross  Premium  paid on the Policy which will not reflect
the investment experience of the Separate Account.

         The  Period to  Examine  and  Cancel  also  applies  after a  requested
increase in Face Amount as to the amount of the  increase  and the Premium  paid
for the increased Face Amount.

Premiums

         The minimum  initial Premium  required  depends on a number of factors,
such as the age, sex and underwriting  rate class of the proposed  Insured,  the
desired Face Amount, and any supplemental benefits.

         Additional  Premiums may be paid in any amount and at any time, subject
to the following  limits.  First, a Premium must be at least $50 per Insured and
must be sent to Our Administrative  Office. We may require satisfactory evidence
of insurability before accepting any Premium which results in an increase in the
Net Amount at Risk.

         In  addition,  we may refuse to accept  Premium  that  would  cause the
Policy to fail to qualify  as a life  insurance  contract  as defined in Section
7702 of the Internal Revenue Code, as amended (the "Code").
 We will refund any portion of any Premium that is excess Premium.  In addition,
We will  monitor  the  Policy  and will  attempt to notify the Owner on a timely
basis if a Policy is in  jeopardy  of  becoming  a modified  endowment  contract
("MEC") under the Code. (See "TAX CONSIDERATIONS," page __.)

         Lastly, no Premium will be accepted after the Maturity Date.

         Planned  Periodic  Premiums.  When applying for a Policy,  You select a
plan for paying level Premiums at specified intervals, e.g., monthly, quarterly,
semi-annually or annually,  until the Maturity Date. You are not required to pay
Premiums in  accordance  with this plan;  rather,  You can pay more or less than
planned or skip a Planned Periodic Premium  entirely.  You can change the amount
and frequency of Planned Periodic  Premiums whenever You want by sending written
notice to Our Administrative Office.  However, We reserve the right to limit the
amount of a Premium or the total Premiums paid, as discussed  above. The Planned
Periodic  Premium  may be  recalculated  if the Face  Amount  of the  Policy  is
increased or decreased.


                                       21

<PAGE>



         The first year minimum Premium payable must be at least as great as the
Planned Periodic Premium.  If Premiums cease at any time, the insurance provided
under the Policy will  continue for as long as the Net Cash  Surrender  Value in
the Policy is sufficient to keep it in force. (See "GRACE PERIOD" below).

         We will send You a reminder notice for Your Planned Periodic Premiums.

         Premiums  Upon  Increase in  Specified  Face  Amount.  Depending on the
Account  Value at the time of an  increase  in the Face Amount and the amount of
the increase requested, an additional Premium or change in the amount of Planned
Periodic Premiums may be advisable. (See "CHANGES IN FACE AMOUNT," page ___.)

Premiums to Prevent Lapse


         Failure to pay Planned Periodic  Premiums will not necessarily  cause a
Policy to lapse.  Conversely,  paying all  Planned  Periodic  Premiums  will not
necessarily  guarantee  that a Policy will not lapse.  Rather,  whether a Policy
lapses depends on whether its Net Cash Surrender  Value is insufficient to cover
the monthly deduction when due (see page ___).

         If the Net Cash Surrender  Value on a Monthly  Anniversary is less than
the amount of the monthly deduction to be deducted on that date, the Policy will
be in default and a Grace  Period will begin.  This could  happen if  investment
experience has been sufficiently  unfavorable that it has resulted in a decrease
in the Net Cash Surrender  Value or the Net Cash  Surrender  Value has decreased
because  of  any  combination  of  the  following:  Outstanding  Loans,  partial
surrenders, expense charges, or insufficient Premiums paid to offset the monthly
deduction.  A  Policy  that  lapses  with  an  Outstanding  Loan  may  have  tax
consequences. (See "TAX CONSIDERATIONS," page ___.)

         Grace Period.  In order for insurance  coverage to remain in force, the
Net  Cash  Surrender  Value  must be  sufficient  to  cover  the  total  monthly
deductions.  If the Net Cash Surrender  Value at the beginning of a Policy Month
is less than such  deductions  for that month,  the Company  will send a written
notice within 30 days stating that a Grace Period of 61 days has begun, starting
with the beginning of that Policy  Month.  The notice will also state the amount
of Premium  required to increase the Net Cash Surrender  Value  sufficiently  to
cover total monthly  deductions  for three (3) months.  If we do not receive the
requested  Premium  before  the end of the Grace  Period,  the  Policy  will end
without value. Your Policy will remain in effect during the Grace Period. If the
Insured should die during the Grace Period or before the Grace Period Premium is
paid,  the Life  Insurance  Proceeds  will still be payable to the  Beneficiary,
although the amount paid will reflect a reduction for the monthly deductions due
on or before the date of the Insured's  death.  (See "LIFE INSURANCE  PROCEEDS,"
page ___.)

Net Premium Allocations

         In the  application,  You specify the  percentage  of Net Premium to be
allocated to each  Subaccount.  This  allocation must comply with the allocation
rules described in the following paragraph. However, until the Period to Examine
and Cancel  expires,  all Net Premium  received are invested in the Money Market
Subaccount.  The first business day after the period expires,  the Account Value
in the Money Market Subaccount is transferred and allocated based on the Premium
allocation percentages in the application.  (See "DETERMINING THE POLICY VALUE,"
page ___.)

                                       22

<PAGE>




         The Premium  allocation  percentages  specified in the application will
apply  to  subsequent  Premiums  until  You  change  them.  You can  change  the
allocation  percentages  at any time,  subject  to the rules  below,  by sending
written  notice to Our  Administrative  Office.  The  change  will  apply to all
Premiums received with or after Your notice.

Dollar Cost Averaging

         If elected,  this option allows for  automatic  transfer from the Money
Market  Subaccount into other Subaccounts for a specified dollar amount or for a
specified  number of months  not in excess of  twenty-four.  This  option can be
elected at any time provided there is a minimum balance of $2,000 per Insured in
the Money Market  Subaccount  at the time of  election.  The  allocation  to the
Subaccounts  will be based on Your Premium  allocation  that is in effect at the
time of each transfer.  The automatic  transfers will begin on the first Monthly
Anniversary  following  the end of the Period to Examine and Cancel;  or, if You
elect the option  after  Your  application  has been  submitted,  the  automatic
transfers will begin on the second Monthly Anniversary  following the receipt of
Your request at Our Administrative Office.

         If You elect to  transfer a specific  dollar  amount  each  month,  the
automatic  transfers  will  continue  until  Your  Money  Market  Subaccount  is
depleted.  If You elect to have Your funds transferred over a specific number of
months, We will transfer a fraction equal to one divided by the number of months
remaining in the period.  For example,  if You elect to transfer over a 12 month
period,  the first transfer will be 1/12 of Your Money Market  Subaccount value,
the second transfer will be for 1/11, the third will be for 1/10 and so on until
the end of the requested period.

         Automatic  transfers  will remain in effect until one of the  following
conditions occur:

          1.   The funds in the Money Market Subaccount are depleted;
          2.   We receive Your written request at Our  Administrative  Office to
               cancel future transfers;
          3.   We receive notification of death of the Insured; or
          4.   The Policy lapses.

         Use of Dollar Cost  Averaging  does not guarantee  investment  gains or
protect  against  loss  in a  declining  market.  The  allocation  and  transfer
provisions  discussed below do not apply to transfers effected under Dollar Cost
Averaging.

         Allocation  Rules. No less than 5% of a Premium may be allocated to any
one Subaccount.  The sum of Your allocations must equal 100% and each allocation
percentage must be a whole number.





                                                        23

<PAGE>


Crediting Premiums

         The initial Net Premium will be credited to the Policy as of the Policy
Date.  Subsequent  Planned Periodic Premiums and accepted unplanned Premium will
be credited  to the Policy and Net  Premium  will be invested as of the date the
Premium or  notification  of deposit is received at Our  Administrative  Office.
However,  any Net Premium requiring  underwriting will be allocated to the Money
Market Subaccount until underwriting has been completed. When accepted or at the
end of the Period to Examine and Cancel,  the Account  Value in the Money Market
Subaccount  attributable  to the  resulting  Net Premium will be credited to the
Policy and allocated in accordance  with the specified  allocation  percentages.
Subsequent  to the Period to Examine  and  Cancel,  Net  Premium  not  requiring
underwriting  will be invested in the  Subaccounts  according  to the  specified
allocation  percentages  directly.  If additional  Premium is rejected,  We will
refund the excess amount.

Transfers

         You may transfer  Account  Value among the  Subaccounts  subject to the
following  rules,  some of  which  depend  on  whether  Account  Value  is to be
transferred from a Subaccount or the Guaranteed Account.  Transfer requests must
be in writing.  Transfers may not be requested until after the end of the Period
to Examine  and Cancel (see page ___).  A transfer  will take effect on the date
the request is received at Our  Administrative  Office. We may,  however,  defer
transfers  under the same  conditions as described in "WHEN  PROCEEDS ARE PAID,"
page ___.  There is no limit on the number of transfers.  However,  after twelve
(12)  transfers  per Insured have been made during a Policy  Year,  We currently
impose a $25  transfer  charge per  Insured on each  subsequent  transfer.  (See
"TRANSFER  CHARGE,"  page ___.) The  Company  reserves  the right to increase or
decrease the number of "free" transfers allowed in any Policy Year.

         The minimum amount of Account Value that may be transferred is $250 per
Insured.  If less than the full amount of Account Value in a Subaccount is being
transferred from the Subaccount,  the amount remaining must be at least $250 per
Insured.  If the amount remaining would be less than $250 per Insured,  the full
amount of the Account Value will be transferred.

         Subaccount  Transfer  Rules.   Transfers  among  Subaccounts  and  from
Subaccounts to the  Guaranteed  Account may be made at any time after the Period
to Examine and Cancel.  All  transfers  processed on the same  business day will
count as one  transfer  per Insured  for  purposes  of  determining  whether the
transfer is free or may be subject to the $25 charge per Insured.

         Guaranteed Account Transfer Rules. Account Value held in the Guaranteed
Account may be transferred to a Subaccount or Subaccounts only during the 60-day
period  within 30 days before and  following  the end of each Policy  Year.  The
amount transferred must be at least $250 per Insured,  or the Account Value held
in the Guaranteed Account,  whichever is less. If the amount transferred is less
than the Account Value then held in the  Guaranteed  Account,  at least $250 per
Insured must remain in the Guaranteed Account. The maximum allowable amount that
can be transferred from the Guaranteed  Account,  at any one time, is 25% of the
unloaned portion of the Guaranteed Account.  For additional rules and limits for
the Guaranteed Account, see "DEDUCTIONS FROM THE GUARANTEED ACCOUNT," page ___.



                                       24

<PAGE>



                               GUARANTEED ACCOUNT

         Because of  exemptive  and  exclusionary  provisions,  interests in the
Guaranteed Account have not been registered under the Securities Act of 1933 nor
has the Guaranteed  Account been  registered as an investment  company under the
1940 Act. Accordingly,  neither the Guaranteed Account nor any interests therein
are subject to the  provisions of these Acts and, as a result,  the staff of the
SEC  has  not  reviewed  the  disclosure  in  this  Prospectus  relating  to the
Guaranteed  Account.  The  disclosure  regarding  the  Guaranteed  Account  may,
however,  be subject to certain generally  applicable  provisions of the federal
securities laws relating to the accuracy and  completeness of statements made in
prospectuses.

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

Interest Credited on Policy Value in the Guaranteed Account

         Net Premium  allocated  to the  Guaranteed  Account  and Account  Value
transferred  from the Subaccounts to the Guaranteed  Account are credited to the
Guaranteed  Account  portion of the Account  Value.  We will credit  interest on
these amounts at rates We determine in Our sole discretion, but in no event will
interest  credited on these  amounts be less than an effective  rate of at least
0.32737% per month,  compounded monthly which equates to 4% per year, compounded
annually.  The Loan Account  portion of the Guaranteed  Account will be credited
with  interest at an annual rate that is 2.0% less than the then current  Policy
loan interest rate.

         However,  if at the time of an allocation or transfer to the Guaranteed
Account,  We are  crediting a rate of  interest  higher than 4%, the higher rate
will apply to the amount  from the date of its  allocation  or  transfer  to the
Guaranteed Account through the end of the period during which the excess rate is
effective. If a higher rate of interest is credited, different rates of interest
may apply to amounts  allocated or transferred at different times, and different
rates of  interest  may  apply to  amounts  held in a Loan  Account  than to the
remaining  portion of Account Value held in the Guaranteed  Account.  YOU ASSUME
THE RISK THAT INTEREST CREDITED MAY NOT EXCEED THE GUARANTEED MINIMUM RATE OF 4%
PER YEAR.

Calculating Guaranteed Account Value

         The  Guaranteed  Account Value is calculated  daily.  (See  "GUARANTEED
ACCOUNT VALUE," page __.)

Deductions from the Guaranteed Account

         Whenever a charge is deducted from the Account Value in the  Guaranteed
Account,  or an amount is  withdrawn  from the Account  Value in the  Guaranteed
Account to satisfy a partial  surrender,  transfer or Policy loan  request,  the
charge or withdrawal will be taken first from the amount most recently allocated
to the Guaranteed Account, then the amount next most recently allocated,  and so
forth.  See page ___ for limits and  restrictions  on transfers of Account Value
from the Guaranteed Account.

                                       25

<PAGE>



         If there is any Account Value in the Loan Account,  it is not available
for transfers, partial surrenders or Policy loans, nor any charges deducted from
this  portion of Account  Value.  Amounts  are  transferred  to or from the Loan
Account only when Policy  loans are taken or  repayments  made.  If an amount is
transferred  from the Loan Account to the  remaining  portion of the  Guaranteed
Account Value, it will be treated as a new allocation to the Guaranteed  Account
and will be credited  with  interest  at the rate then in effect for  Guaranteed
Account allocations. (See "LOAN ACCOUNT," page ___.)

Payments from the Guaranteed Account

         We may defer  payment of  proceeds  from the  Guaranteed  Account for a
partial  surrender,  surrender  or Policy loan request for up to six months from
the date We  receive  the  written  request.  If a payment  from the  Guaranteed
Account is deferred for 30 days or more,  it will bear  interest at a rate of 4%
per year compounded annually while it is deferred.

                             CHARGES AND DEDUCTIONS

         Periodically,  the Company will deduct  charges from the Account  Value
and also from each Premium to cover  certain  expenses  relating to the issuance
and administration of the Policy.  These charges and deductions are described in
the Policy as either  guaranteed or current.  The Company will never charge more
than the guaranteed amount; however, solely within the Company's discretion,  it
may on a current basis charge less than the guaranteed amount.

Premium Taxes and DAC Taxes

   
         Premium  taxes and DAC taxes are based on  Premium.  Premium  taxes are
charged  at an  explicit  percent  of  Premium  equal to the state and local tax
rates.  A  typical  state  premium  tax  would be in the  range of 2% to 2.6% of
Premium.  The Company will deduct a specific  amount from  Premium  based on the
place of residence of the Insured. DAC taxes will be deducted from Account Value
at the time Premium is paid at a rate equal to 1.25% of Premium.

         In place of the lump sum  deductions  described  above,  at the time of
application,  the Owner may select from any optional methods that may be offered
at the  Company's  discretion,  the terms of which  will be agreed  upon at that
time.

Sales Charge

         The Company may deduct a sales  charge from each  Premium  paid and may
also deduct a sales  charge from Account  Value,  either in place of a deduction
from Premium,  or in combination  with a deduction from Premium.  A sales charge
deducted  from Account  Value in whole or in part will be deducted  according to
the terms  negotiated  by the  Company  and the  Owner.  When a sales  charge is
deducted  either from Premium or Account Value,  or both, the total sales charge
will not exceed 9% of total Premium.  An additional sales charge may be deducted
on a partial  surrender  or  surrender  of a Policy  during  the first 14 Policy
Years. (See "SURRENDER CHARGE," page ___.)
    



                                       26

<PAGE>



         The sales charge  partially  compensates Us for the expenses of selling
and  distributing  the Policy,  including  paying  sales  commissions,  printing
prospectuses,  preparing  sales  literature  and  paying  for other  promotional
activities.   Under   certain   employer-owned,    trust-owned,   or   sponsored
arrangements,  some of these  expenses or other  administrative  expenses may be
assumed  by an  employer  or group  sponsor.  In such  cases and within the sole
discretion  of the  Company,  there may be no sales  charge  or a reduced  sales
charge.

Mortality and Expense Risk Charge

   
         We deduct a daily charge from assets in the Subaccounts attributable to
the Policies for assuming certain  mortality and expense risks under the Policy.
This charge does not apply to  Guaranteed  Account  assets  attributable  to the
Policies.  The  current  charge  is at an  annual  rate of 0.75% of net  assets.
Although the charge may be increased or decreased at the sole  discretion of the
Company, it is guaranteed not to exceed 1.00% for the duration of a Policy. If a
Policy is issued with a current  charge of less than  1.00%,  We will notify You
before We increase this charge. We may realize a profit from this charge.
    

         The mortality risk We assume is that the Insured under a Policy may die
sooner than  anticipated  and that  therefore  the Company 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 the Policies and
the Separate  Account will exceed the amounts  realized from the  administrative
charges assessed against the Policies.

Monthly Deduction

   
         On the Issue Date and each Monthly  Anniversary,  We deduct the monthly
deduction from the Account Value.  The amount  deducted on the Issue Date is for
the Policy Date and any Monthly Anniversaries that have elapsed since the Policy
Date. For this purpose, the Policy Date is treated as a Monthly Anniversary. The
monthly  deduction  consists of (1)  administrative  charges  ("Monthly  Expense
Charge"),  (2)  insurance  charges  ("Cost of  Insurance  Charge"),  and (3) any
charges for  additional  benefits  added by  supplemental  agreement to a Policy
("Supplemental  Benefit  Charges").  The monthly  deduction is deducted from the
Accounts pro rata on the basis of the portion of Account  Value in each Account.
(See "DEDUCTIONS FROM THE GUARANTEED ACCOUNT," page ___.)
    

         Current and Guaranteed  Expense  Charges.  The current  Monthly Expense
Charge  consists  of (1) an  administrative  charge  of $7.50  per  Insured  and
guaranteed  not to exceed $10.00 per Policy Month and (2) an additional  monthly
administrative  charge  during  the  first  Policy  Year and the  twelve  months
immediately  following an increase in Face Amount currently at a monthly rate of
$20 per Insured and guaranteed not to exceed $25 per Insured per Policy Month.

         These charges compensate Us for administrative expenses associated with
the Policy and the Separate  Account.  These expenses  relate to Premium billing
and collection, recordkeeping,  processing claims, Policy loans, Policy changes,
reporting and overhead costs,  processing  applications and establishing  Policy
records.



                                       27

<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 the Insured,  and therefore  will vary from Policy to
Policy and from Monthly Anniversary to Monthly  Anniversary.  For any Policy the
cost of insurance on a Monthly Anniversary is calculated by multiplying the cost
of insurance  rate for the Insured by the Net Amount at Risk under the Policy on
that Monthly Anniversary.

         The Net Amount at Risk is calculated as (a) minus (b) where:

          (a)  is the current Life  Insurance  Proceeds at the  beginning of the
               Policy month divided by 1.0032737; and

          (b)  is the current total Account Value.

         The cost of insurance  rate for a Policy is based on the Attained  Age,
sex and rate class of the Insured,  and  therefore  varies from time to time. We
currently  place Insureds in one of three basic rate  classifications,  based on
Our underwriting:  a smoker, a nonsmoker  standard,  or a rate class involving a
higher  mortality risk (a  "substandard  class").  Insureds  Attained Age 14 and
under are placed in a rate class that does not  distinguish  between  smoker and
nonsmoker,  and are  assigned to a smoker  class at Attained  Age 15 unless they
have provided satisfactory evidence that they qualify for a nonsmoker class.

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

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

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

         If there is a  decrease  in Face  Amount  after  there  had been  prior
increases  to the Face  Amount,  then for  purposes of  calculating  the cost of
insurance  charge,  the  decrease  will  first be  applied  to reduce  any prior
increases in Face Amount,  starting with the most recent increase in Face Amount
and then to each prior increase.

                                       28

<PAGE>



         The guaranteed cost of insurance rates for substandard  policies issued
on a table  rated  basis  are based on  multiples  of the 1980 CSO  tables.  The
substandard   multiple  applicable  depends  on  the  substandard   underwriting
classification assigned to the insured. Currently,  multiples range from 125% to
500% of the 1980 CSO tables.

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

         Our current  cost of  insurance  rates may be less than the  guaranteed
rates.  Our current  cost of  insurance  rates will be  determined  based on Our
expectations  as  to  future  mortality,  investment,  expense  and  persistency
experience.  These  rates  may  change  from  time  to  time.  In the  Company's
discretion,  the current charge may be increased in any amount up to the maximum
guaranteed  charge  shown  in  the  table.  Cost  of  insurance  rates  (whether
guaranteed  or current) for an Insured in a nonsmoker  standard  class are lower
than  guaranteed  rates  for an  Insured  of the  same  age and sex in a  smoker
standard class.  Cost of insurance rates (whether  guaranteed or current) for an
Insured  in a  nonsmoker  or smoker  standard  class are  generally  lower  than
guaranteed  rates for an Insured of the same age and sex and smoking status in a
substandard class.

         We do not  conduct  underwriting  for an increase in Face Amount if the
increase is requested as part of a conversion  from a term policy  issued by the
Company.  In the case of a term  conversion,  the rate class that applies to the
increase is the same rate class that applied to the term policy.

         Legal  Considerations  Relating to Sex-Distinct  Premiums and Benefits.
Mortality tables for the Policy generally distinguish between males and females.
Thus,  Premiums and benefits under the Policy  covering males and females of the
same age will generally differ.

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

Transfer Charge

         We currently  impose a $25  transfer  charge on any transfer of Account
Value among the Subaccounts in excess of 12 free transfers per Insured permitted
each Policy Year. If the charge is imposed,  it will be deducted from the amount
requested to be transferred before allocation to the new Subaccount(s) and shown
in the confirmation of the transaction.  If an amount is being  transferred from
more than one Subaccount,  the transfer charge will be deducted  proportionately
from the amount being transferred from each Subaccount. This charge, if imposed,
will reimburse Us for administrative expenses incurred in effecting transfers.


                                       29

<PAGE>



Surrender Charge

         The following  discussion of the surrender  charge presents the maximum
surrender   charge  that  may  be  imposed  under  the  Policy.   Under  certain
employer-owned, trust-owned, and sponsored arrangements where Sales Charges have
been  reduced  because the  Company's  sales and  administrative  expenses  were
lessened,  the  Company  in its sole  discretion,  may also  reduce or waive the
surrender charge.  Otherwise,  the following  discussion of the surrender charge
will be applicable.

   
         If the  Policy is  surrendered  or there is a decrease  in Face  Amount
during the first 14 Policy Years, We will deduct a surrender charge based on the
initial Face Amount.  If a Policy is  surrendered or there is a decrease in Face
Amount  within 14 years  after an  increase  in Face  Amount,  We will  deduct a
surrender charge based on the increase in Face Amount. The surrender charge will
be deducted before any surrender proceeds are paid.
    

         Surrender  Charge Based On Initial Face Amount.  The  surrender  charge
based on the  initial  Face  Amount  will be no greater  than the product of (1)
times (2) times (3) where:

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

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

          (3)  is  equal to the  Policy  duration  factor  as  described  in the
               following table:
<TABLE>
<CAPTION>

                  Policy                                                            Policy Duration
                 Duration                                                               Factor
                  -------                                                            ------------
                 <S>                                                                 <C>

                     1............................................................      100%
                     2............................................................      100%
                     3............................................................      100%
                     4............................................................      100%
                     5............................................................      100%
                     6............................................................       90%
                     7............................................................       80%
                     8............................................................       70%
                     9............................................................       60%
                    10............................................................       50%
                    11............................................................       40%
                    12............................................................       30%
                    13............................................................       20%
                    14............................................................       10%
                    15+...........................................................        0%
</TABLE>
         A table of  surrender  charge  factors  per  $1,000 of Face  Amount for
various age, sex, and underwriting classes is shown in Appendix A.

                                       30

<PAGE>



   
         Surrender  Charge Based On An Increase Or Decrease In Face  Amount.  An
increase in Face Amount of the Policy  will  result in an  additional  surrender
charge  during the 14 Policy  Years  immediately  following  the  increase.  The
additional  surrender  charge  period  will begin on the  effective  date of the
increase. If the Face Amount of the Policy is reduced before the end of the 14th
Policy Year or within 14 years immediately  following a Face Amount increase, We
may also deduct a pro rata share of any  applicable  surrender  charge from Your
Account Value. Reductions will first be applied against the most recent increase
in the Face Amount of the Policy.  They will then be applied to prior  increases
in Face Amount of the Policy in the reverse order in which such  increases  took
place, and then to the initial Face Amount of the Policy.
    

Partial Surrender Charge

         The  partial  surrender  charge is equal to a pro rata  portion  of the
surrender charge that would apply to a full surrender, determined by multiplying
the  applicable  full  surrender  charge by a  fraction  (equal  to the  partial
surrender  amount  payable  plus the  partial  surrender  administrative  charge
divided by the result of subtracting  the applicable  surrender  charge from the
unloaned  portion of the Account  Value).  This  amount is assessed  against the
Subaccounts  or the  Guaranteed  Account in the same manner as provided for with
respect to the partial surrender amount paid.

         A partial surrender charge is also deducted from the Account Value upon
a  decrease  in Face  Amount.  The charge is equal to the  applicable  surrender
charge multiplied by a fraction (equal to the decrease in Face Amount divided by
the Face Amount of the Policy prior to the decrease).

Partial Surrender Administrative Charge

         We will deduct an administrative  charge upon a partial surrender.  The
administrative  charge per Insured for a partial  surrender will be equal to the
lesser of $25 or 2% of the amount surrendered. This charge will be deducted from
the Account Value in addition to the amount requested to be surrendered and will
be considered to be part of the partial surrender amount. (See page __ for rules
for allocating the deduction and "Partial Surrenders" on page __.)

         Each partial  surrender  will reduce the Account Value by the amount of
partial  surrender  plus  the  proportional  surrender  charge  and the  partial
surrender administrative charge. If Life Insurance Proceeds Option I is selected
, the Face Amount will also be reduced by the amount of the partial surrender in
the following order:

          1.   The most recent  increase  in the Face  Amount,  if any,  will be
               reduced first.
          2.   The next most recent  increases in the Face Amount,  if any, will
               then be successively decreased.
          3.   The initial Face Amount will then be decreased.


                                       31

<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 the  opinion  of the  Company,
results in savings of sales expenses. For purchases made by officers,  directors
and employees of the Company, an affiliate, or any individual,  firm, or company
that has executed the necessary  agreements  to sell the Policy,  and members of
the immediate families of such officers,  directors,  and employees, the Company
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.

                          HOW YOUR ACCOUNT VALUE VARIES

         There is no  minimum  guaranteed  Account  Value or Net Cash  Surrender
Value. These values will vary with the investment  experience of the Subaccounts
and/or the crediting of interest in the Guaranteed  Account,  and will depend on
the  allocation of Account Value.  If the Net Cash Surrender  Value on a Monthly
Anniversary  is less than the amount of the monthly  deduction to be deducted on
that date (see page __),  the Policy will be in default and a Grace  Period will
begin.

Determining the Account Value

         On the  Policy  Date the  Account  Value is  equal to the  initial  Net
Premium.  If the Policy  Date and the Issue Date are the same day,  the  Account
Value is equal to the initial Net Premium,  less the monthly deduction.  On each
Valuation Date thereafter, the value is the aggregate of the accumulation values
in the Subaccounts and the Guaranteed  Account portion of the Account Value. The
Account Value will vary to reflect the  performance of the  Subaccounts to which
amounts  have been  allocated,  interest  credited on amounts  allocated  to the
Guaranteed Account,  charges,  transfers,  withdrawals,  Policy loans and Policy
loan repayments.

         Accumulation Unit Values.  When You allocate an amount to a Subaccount,
either by Net Premium  allocation or transfer of Account  Value,  Your Policy is
credited with accumulation units in that Subaccount.  The number of accumulation
units is  determined by dividing the amount  allocated to the  Subaccount by the
Subaccount's  accumulation unit value for the Valuation Date when the allocation
is effected.

         The number of  Subaccount  accumulation  units  credited to Your Policy
will  increase  when Net Premium is  allocated  to the  Subaccount,  amounts are
transferred  to  the  Subaccount  and  loan   repayments  are  credited  to  the
Subaccount.  The number of Subaccount  accumulation  units  credited to a Policy
will decrease when the allocated  portion of the monthly deduction is taken from
the  Subaccount,  a Policy  loan is taken  from the  Subaccount,  an  amount  is
transferred from the Subaccount,  or a partial surrender,  including the partial
surrender charge, is taken from the Subaccount.

         A Subaccount's accumulation unit value varies to reflect the investment
experience of the  underlying  Portfolio,  and may increase or decrease from one
Valuation Date to the next. The accumulation  unit value for each Subaccount was
arbitrarily set at $10 when the Subaccount was  established.  For each Valuation
Period  after  the  date  of  establishment,  the  accumulation  unit  value  is
determined by multiplying the value of an accumulation unit for a Subaccount for
the prior valuation  period by the net investment  factor for the Subaccount for
the current valuation period.

                                       32

<PAGE>



         Net Investment  Factor.  The net investment  factor is an index used to
measure the investment  performance of a Subaccount from one Valuation Period to
the next.  It is based on the change in net asset  value of the Fund shares held
by the Subaccount,  and reflects any dividend or capital gain  distributions  on
Fund shares and the deduction of the daily mortality and expense risk charge.

         Guaranteed Account Value. On any Valuation Date, the Guaranteed Account
portion  of the  Account  Value of a  Policy  is the  total  of all Net  Premium
allocated  to the  Guaranteed  Account,  plus  any  amounts  transferred  to the
Guaranteed Account, plus interest credited on such Net Premium and amounts, less
the amount of any transfers from the Guaranteed Account,  less the amount of any
partial  surrenders,  including the partial  surrender  charges,  taken from the
Guaranteed  Account,  and less the pro rata  portion  of the  monthly  deduction
deducted from the Guaranteed  Account.  If there have been any Policy loans, the
Guaranteed  Account Value is further  adjusted to reflect the amount in the Loan
Account held in the Guaranteed Account, including transfers to and from the Loan
Account as loans are taken and repayments are made, and interest credited on the
Loan Account.

Net Account Value

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

Cash Surrender Value

         The Cash  Surrender  Value on a  Valuation  Date is the  Account  Value
reduced by any  surrender  charge  that  would be  assessed  if the Policy  were
surrendered on that date. The Cash Surrender Value is used to calculate the loan
value and to determine  whether  Outstanding Loans exceed the Policy limits (see
page ___). The loan value may not exceed 90% of the Net Cash Surrender  Value at
the time the loan is made.

Net Cash Surrender Value

         The Net Cash  Surrender  Value on a Valuation  Date is equal to the Net
Account  Value  reduced  by any  surrender  charge  that would be imposed if the
Policy were  surrendered  on that date.  It is the amount  received  upon a full
surrender of the Policy.

               LIFE INSURANCE PROCEEDS AND CHANGES IN FACE AMOUNT

Life Insurance Proceeds

         As long as the Policy remains in force,  We will pay the Life Insurance
Proceeds upon receipt at Our Administrative  Office of satisfactory proof of the
Insured's  death.  We will  require  return of the  Policy.  The Life  Insurance
Proceeds will be paid to the  Beneficiary  in a lump sum generally  within seven
days after We receive due proof of death of the Insured (see "WHEN  PROCEEDS ARE
PAID," page ___), or, if elected, under a payment option (see "PAYMENT OPTIONS,"
page ___).  Payment of the Life Insurance Proceeds may also be affected by other
provisions of the Policy.



                                       33

<PAGE>



         The Life Insurance  Proceeds includes the following  amounts,  which We
will determine as of the date of the Insured's death:

          (a) the Death Benefit Amount determined according to the Death Benefit
          Qualification Option and Life Insurance Proceeds Option selected;

          (b) plus any other benefits then due from riders to the Policy;

          (c) minus any Outstanding Loan and accrued loan interest;

          (d) minus any overdue  deductions  from  Account  Value if the Insured
          dies during a Grace Period.

         We will pay interest on the Life Insurance Proceeds for the period from
the date of the  Insured's  death  to the  date of  payment.  We  determine  the
interest  rate,  but it will not be less  than a rate of 3% per year  compounded
annually.

Death Benefit Qualification Options

         Section 7702 of the Code defines  alternative  testing  procedures (the
"Death  Benefit  Qualification  Options")  for  meeting the  definition  of life
insurance  under the Code.  (See "TAX  TREATMENT OF THE POLICY," page ___.) Each
Policy must qualify  under one of the two Death Benefit  Qualification  Options.
The  Owner  will  choose a Death  Benefit  Qualification  Option  at the time of
application.  Once it has  been  chosen  to test a  Policy,  the  Death  Benefit
Qualification Option cannot be changed while the Policy is in force.

         Under both Death Benefit Qualification Options, there is a minimum Life
Insurance  Proceeds  required at all times equal to the Account Value multiplied
by the  appropriate  Minimum  Death  Benefit  Factor.  The Minimum Death Benefit
Factor depends on the Death Benefit  Qualification  Option and the Attained Age,
sex, and smoker status of the Insured.  A table of Minimum Death Benefit Factors
for the selected Death Benefit Qualification Option is located in the Policy.

         Cash Value  Accumulation  Test. Use of the Cash Value Accumulation Test
can be advantageous if an Owner intends to maximize the total amount of Premiums
paid under a Policy. An offsetting  consideration,  however,  is that the higher
Premium permitted under this testing option will generally also require a higher
Life Insurance Proceeds and, thus, a higher total cost of insurance. The Minimum
Death Benefit Factors for the Cash Value Accumulation Test are computed based on
the 1980  Commissioners  Standard  Ordinary  Tables  and a 4%  effective  annual
interest rate.

         Guideline  Premium/Cash Value Corridor Test. The Guideline Premium/Cash
Value  Corridor Test limits the amount of total Premium an Owner may pay under a
Policy.  The Minimum  Death  Benefit  Factors for this testing  option are those
prescribed by the Code.

Life Insurance Proceeds Options

         At the time of  application,  the  Owner  will  choose  one of two Life
Insurance Proceeds Options, regardless of the Death Benefit Qualification Option
selected.


                                       34

<PAGE>



         Life Insurance  Proceeds Option I. The Face Amount includes the Account
Value and the Death Benefit Amount will be the larger of:

         (a) the Face Amount on the date of death; or

         (b)  the  Account  Value  on  the  date  of  death  multiplied  by  the
         appropriate  Minimum Death  Benefit  Factor shown in the Policy for the
         Attained  Age,  smoker  status,  and sex of the  Insured at the time of
         death and the previously selected Death Benefit Qualification Option.

         Life  Insurance  Proceeds  Option II. The Face Amount is in addition to
the Account Value and the Death Benefit Amount will be the larger of:

         (a)  the Face Amount plus the Account Value on the date of death; or

         (b)  the  Account  Value  on  the  date  of  death  multiplied  by  the
         appropriate  Minimum Death  Benefit  Factor shown in the Policy for the
         Attained  Age,  smoker  status,  and sex of the  Insured at the time of
         death and the previously selected Death Benefit Qualification Option.

         If  investment  performance  is  favorable,  the  amount  of  the  Life
Insurance Proceeds may increase.  However,  under Life Insurance Proceeds Option
I, the Life  Insurance  Proceeds  ordinarily  will not  change  to  reflect  any
favorable  investment  performance  for several years and may not change at all,
whereas under Life Insurance  Proceeds  Option II, the Life  Insurance  Proceeds
will vary directly with the investment  performance of the Account Value. To see
how and when  investment  performance  may  begin to affect  the Life  Insurance
Proceeds, please see the illustrations beginning on page ___.

Changes in Life Insurance Proceeds Options

         You may change Your Life Insurance Proceeds Option. We may require that
You submit evidence of insurability  satisfactory to Us. If You request a change
from Life Insurance  Proceeds Option I to Life Insurance  Proceeds Option II, We
will  decrease the Face Amount by an amount  equal to Your Account  Value on the
date the change takes effect.  However,  We reserve the right to decline to make
such change if it would reduce the Face Amount below the minimum Face Amount. If
You request a change from Life  Insurance  Proceeds  Option II to Life Insurance
Proceeds  Option I, We will  increase the Face Amount by an amount equal to Your
Account Value on the date the change takes effect.  Such decreases and increases
in the Face Amount are made so that the Life Insurance Proceeds remains the same
on the date the change takes effect.  However, if the Life Insurance Proceeds is
determined  by a  percentage  multiple  of the  Account  Value,  there may be an
increase in the Life Insurance Proceeds.

         The change will take effect at the  beginning  of the Policy Month that
coincides with or next follows the date We approve Your request.  We reserve the
right to decline to make any change that We determine  would cause the Policy to
fail to qualify as life insurance under applicable tax law as interpreted by Us.

         You may  request a change  by  completing  an  Application  for  Change
available from Our agent or by writing Us at Our  Administrative  Office. A copy
of Your  Application  for Change  will be attached  to the newly  issued  policy
information pages that We will issue for the Policy when the change is made. The
new section and the Application for Change will become a part of the Policy.  We
may  require  You to return  the Policy to Our  Administrative  Office to make a
Policy change.

                                       35

<PAGE>



Changes in Face Amount

         At any time after the first  Policy  Year while the Policy is in force,
You may request a change in the Face Amount,  subject to certain conditions.  No
change will be permitted that would result in the Life Insurance  Proceeds being
includable  in gross  income  due to a failure to satisfy  the  requirements  of
Section 7702 of the Code. (See "TAX CONSIDERATIONS," page ___.)

         Any increase in the Face Amount must be at least $10,000,  however, the
resulting Face Amount may not be in excess of twice the Face Amount on the Issue
Date, unless otherwise  permitted by the Company. A written  application must be
submitted  to Our  Administrative  Office  along with  evidence of  insurability
satisfactory  to Us. The  increase in Face Amount will become  effective  on the
Monthly Anniversary on or next following the date the increase is approved,  and
the Account Value will be adjusted to the extent  necessary to reflect a monthly
deduction as of the  effective  date based on the  increase in Face Amount.  You
must return the Policy so We can amend the Policy to reflect the increase. There
will be an additional monthly administrative charge,  currently at a rate of $20
per Insured  and  guaranteed  not to exceed $25 per  Insured  per Policy  Month,
imposed on the contract for the 12 months  immediately  following  the effective
date of such an  increase.  We will not allow more than one  increase per Policy
Year,  nor will We allow an  increase  in Face Amount  after an  Insured's  65th
birthday.

         Any  decrease in the Face  Amount must be at least  $5,000 and the Face
Amount after the  decrease  must be at least the minimum Face Amount at which we
would then issue the Policy.  During the first five (5) Policy  Years,  the Face
Amount may not be  decreased  by more than 10 percent of the initial Face Amount
in any one Policy  Year.  If the Face  Amount is  decreased  during the first 14
Policy  Years or  within  14  Policy  Years of an  increase  in Face  Amount,  a
surrender charge may be applicable.

         Both  increases  and  decreases in Face Amount may impact the surrender
charge.  In  addition,  an  increase  or  decrease in Face Amount may impact the
status of the Policy as a MEC. (See "TAX CONSIDERATIONS," page ___.)

Selecting and Changing the Beneficiary

         The Owner selects a Beneficiary in the application. The Owner may later
change  the  Beneficiary  in  accordance  with the terms of the  Policy.  If the
Insured dies and there is no surviving  Beneficiary,  the Owner's estate will be
the Beneficiary.

                                  CASH BENEFITS

Policy Loans

         You may  borrow up to the loan  value of Your  Policy at any time after
the first Policy Year, or after the first Policy Year  following any increase in
Face Amount by submitting a request to the Administrative Office. The loan value
is 90% of Your Net Cash Surrender  Value.  The Company may impose a minimum loan
amount.  Outstanding Loans reduce the amount of the loan value available for new
Policy  loans.  Policy  loans will be  processed  as of the date the  request is
received  at  our  Administrative   Office.  If  a  Policy  is  issued  under  a
corporate-owned  arrangement, a loan will be assessed pro rata over all Insureds
under the Policy. Loan proceeds generally will be sent to the Owner within seven
days.  In  addition,  loans  from  MECs  may be  treated  for  tax  purposes  as
distributions of income.

                                       36

<PAGE>



         Interest.  We will charge interest daily on any outstanding Policy loan
at a declared annual rate not in excess of 8.00%.  The current rate,  subject to
change by the Company, is 8.00%.  Interest is due and payable at the end of each
Policy  Year while a Policy  loan is  outstanding.  If interest is not paid when
due,  the amount of the  interest is added to the loan and  becomes  part of the
outstanding Policy loan.

         Outstanding  Loans.  Unrepaid Policy loans  (including  unpaid interest
added to the loan) plus  accrued  interest  not yet due  equals the  Outstanding
Loans.

         Loan Repayment; Effect if Not Repaid. You may repay all or part of Your
Outstanding  Loan at any time  while the  Insured is living and the Policy is in
force.  Loan  repayments must be sent to Our  Administrative  Office and will be
credited as of the date received. If the Life Insurance Proceeds becomes payable
while a Policy loan is  outstanding,  the  Outstanding  Loan will be deducted in
calculating the Life Insurance Proceeds. If the Outstanding Loans exceed the Net
Cash Surrender Value on any monthly anniversary,  the Policy will be in default.
We will send You,  and any assignee of record,  notice of the default.  You will
have a 61-day Grace Period to submit a sufficient  payment to avoid termination.
The notice will specify the amount that must be repaid to prevent termination.

         Loan  Account.  When a Policy loan is made, an amount equal to the loan
proceeds is withdrawn from the Account Value in the Subaccounts. This withdrawal
is made pro rata on the basis of the Account Value in each Subaccount unless You
direct a  different  allocation  when  requesting  the  loan.  The  loan  amount
withdrawn is then  transferred  to the Loan Account in the  Guaranteed  Account.
Conversely,  when a loan is repaid,  an amount  equal to the  repayment  will be
transferred  from the Loan Account to the  Subaccounts  in accordance  with Your
then  effective  Net  Premium  allocation  percentages.  Thus,  a loan  or  loan
repayment will have no immediate  effect on the Account Value,  but other Policy
values,  such as the Net Account  Value and Net Cash  Surrender  Value,  will be
reduced or increased  immediately by the amount  transferred to or from the Loan
Account.

         Policy Loan Net Cost.  The maximum net cost of a loan is 2.00% per year
(the  difference  between the rate of interest We charge on Policy loans and the
amount  We  credit  on the  equivalent  amount  held in the  Loan  Account).  In
addition,  We  currently  intend to credit  6.00% on the amount held in the Loan
Account.

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



                                       37

<PAGE>



Surrendering the Policy for Net Cash Surrender Value

         You may  surrender  your Policy at any time for its Net Cash  Surrender
Value by  submitting a written  request to Our  Administrative  Office.  We will
require  return of the Policy.  A surrender  charge may apply.  (See  "SURRENDER
CHARGES,"  page ___.) A surrender  request will be processed as of the date Your
written  request and all required  documents are received and generally  will be
paid within seven days.  (See "WHEN  PROCEEDS ARE PAID," page ___, and "PAYMENTS
FROM THE GUARANTEED  ACCOUNT,"  page ___.) The Net Cash  Surrender  Value may be
taken  in one  sum or it may be  applied  to a  payment  option.  (See  "PAYMENT
OPTIONS,"  below.) Your Policy will  terminate and cease to be in force if it is
surrendered for one sum. It cannot later be reinstated.

         If a Policy is issued under a  corporate-owned  arrangement,  the Owner
will not be permitted to surrender the Policy as to selected individual Insureds
only.

Partial Surrenders

         We will not allow a partial surrender during the first twelve months of
the Policy or during the first twelve  Policy  Months  immediately  following an
increase in the Face Amount of the Policy.  After the first Policy Year, You may
make partial surrenders under Your Policy up to a maximum of 90% of the Net Cash
Surrender Value subject to the following  conditions.  You must submit a written
request to Our  Administrative  Office. The Net Cash Surrender Value must exceed
$500 per Insured after the partial surrender is deducted from the Account Value.
No more than two  partial  surrenders  may be made during a Policy Year and each
partial surrender must be at least $500 per Insured.  A partial surrender charge
and an  administrative  charge  will be assessed  on a partial  surrender.  (See
"PARTIAL  SURRENDER  CHARGE,"  page __.) This charge will be deducted  from Your
Account  Value along with the amount  requested  to be  surrendered  and will be
considered  part of the partial  surrender  (together,  the  "partial  surrender
amount"). Account Value will be reduced by the partial surrender amount.

         When You  request a partial  surrender,  You can direct how the partial
surrender  amount will be deducted from Your Account  Value in the Accounts.  If
You provide no directions,  the partial  surrender  amount will be deducted from
Your Account Value in the Accounts on a pro rata basis.  (See "PAYMENTS FROM THE
GUARANTEED  ACCOUNT,"  page __.) If a Policy is issued  under a  corporate-owned
arrangement,  a partial  surrender  will be applied  pro rata over all  Insureds
under the Policy.

         If Life Insurance  Proceeds Option I is in effect, the Face Amount will
also be reduced by the  partial  surrender  amount.  If the Face Amount has been
increased, the partial surrender will reduce first the most recent increase, and
then the next most recent  increase,  if any, in reverse order,  and finally the
initial Face Amount. No partial surrender may be made that would reduce the Face
Amount to less than $50,000.

         Partial  surrender  requests  will be  processed  as of the  date  your
written request is received,  and generally will be paid within seven days. (See
"WHEN PROCEEDS ARE PAID," page __, and "PAYMENTS  FROM THE GUARANTEED  ACCOUNT,"
page __.)

         Surrenders of all or part of a Policy may have tax  consequences.  (See
"TAX CONSIDERATIONS," page __.)




                                       38

<PAGE>



Maturity Date

         The  Maturity  Date as to any  Insured  will be the Policy  Anniversary
immediately  following an Insured's 100th birthday. At that time, if the Insured
is still alive and the insurance  remains in force,  all riders  attached to the
Policy will end, no further  Premium  will be accepted  and no cost of insurance
charges  will be  incurred.  After the  Maturity  Date,  the  amount of the Life
Insurance Proceeds will equal the Net Account Value.

Payment Options

         The Policy offers a wide variety of optional ways of receiving proceeds
payable under the Policy, such as on surrender, death or maturity, other than in
a lump sum. Any agent  authorized  to sell this Policy can explain these options
upon request.  None of these options vary with the  investment  performance of a
separate account because they are all forms of guaranteed benefit payments.

                                       39

<PAGE>



               ILLUSTRATIONS OF ACCOUNT VALUE, NET CASH SURRENDER
             VALUE, LIFE INSURANCE PROCEEDS AND ACCUMULATED PREMIUM

         The  following  tables have been  prepared  to show how certain  values
under a Policy change with  investment  performance  over an extended  period of
time. The tables illustrate how Account Value, Net Cash Surrender Value and Life
Insurance  Proceeds  under a Policy  covering  an  Insured of a given age on the
Issue Date, would vary over time if a Periodic Planned Premium was paid annually
and the return on the assets in the selected portfolios of the Funds was a gross
average  annual rate of 0%, 6% or 12%. The tables also show Premium  accumulated
at 5% interest.

         The tables illustrate a Policy insuring a male age 35 in the non-smoker
class with the  following  features:  (i) initial Face Amount of $200,000;  (ii)
annual Planned Periodic Premium of $2,000;  (iii) Cash Value  Accumulation Test;
and (iv) Life Insurance Proceeds Option I.

   
         The  tables  reflect  the fact  that the net  investment  return on the
assets held in the  Subaccounts  is lower than the gross after tax return of the
selected  portfolios of the Funds.  The tables assume an average  annual expense
ratio of 0.91% of the average  daily net assets of the  portfolios  of the Funds
available  under the Policy.  This average  annual expense ratio is based on the
expense  ratios of each of the portfolios of the Funds for the last fiscal year,
adjusted, as appropriate, for any material changes in expenses effective for the
current fiscal year of a portfolio of a Fund. For  information on Fund expenses,
see the prospectuses for the Funds.

         As their headings indicate, one table reflects the deduction of current
contractual   charges  and  the  other  reflects  the  deduction  of  guaranteed
contractual charges. These charges include the monthly cost of insurance charge,
the monthly  administrative charge, and the daily charge to the Separate Account
for assuming mortality and expense risks. Both tables assume a state premium tax
rate of 2.00%,  reflect the fact that no charges for  federal  income  taxes are
currently made against the Separate Account,  and assume no Outstanding Loans or
charges for supplemental benefits. After deduction of portfolio expenses and the
mortality and expense risk charge, the illustrated gross annual investment rates
of return of 0%, 6% and 12% would  correspond to approximate  current net annual
rates of -1.66%, 4.34% and 10.34% and approximate guaranteed net annual rates of
- -1.91%, 4.09% and 10.09%.
    

         Upon request, We will furnish a comparable  illustration based upon the
proposed  Insured's  individual  circumstances.  Such  illustrations  may assume
different  hypothetical  rates of return than those illustrated in the following
tables.


                                       40

<PAGE>
   
                         Illustration of Policy Values
           American International Life Assurance Company of New York
                                                                             
                          Male Issue Age 35 Non Smoker
                                                                           
                             $2,000 Annual Premium
                              $200,000 Face Amount
                          Death Benefit Option (Level)
       Death Benefit Qualification Option (Cash Value Accumulation Test)
<TABLE>
<CAPTION>                                                                                                                      
                                                            Using Current Cost of Insurance Rates                       
         Premiums             0% Hypothetical                      6% Hypothetical                        12% Hypothetical      
         Accumulated       Gross Investment Return              Gross Investment Return                 Gross Investment Return   
End of   at 5.00%      Policy      Net Cash                 Policy     Net Cash                   Policy     Net Cash           
Policy   Interest      Account     Surrender   Death        Account    Surrender    Death         Account    Surrender  Death
Year     Per Year      Value       Value       Benefit      Value      Value        Benefit       Value      Value      Benefit
- ------  ------------   -------     --------    --------     -------    ---------    -------       -------    ---------  ---------
<S>     <C>            <C>         <C>         <C>          <C>        <C>          <C>           <C>        <C>        <C>
1        $2,100        $1,328      $948        $200,000     $1,424     $1,044       $200,000      $1,521     $1,141     $200,000
2        $4,305        $2,863      $2,483      $200,000     $3,147     $2,767       $200,000      $3,443     $3,063     $200,000
3        $6,620        $4,360      $3,980      $200,000     $4,932     $4,552       $200,000      $5,551     $5,171     $200,000
4        $9,051        $5,819      $5,439      $200,000     $6,781     $6,401       $200,000      $7,864     $7,484     $200,000
5        $11,604       $7,240      $6,860      $200,000     $8,696     $8,316       $200,000      $10,403    $10,023    $200,000
6        $14,284       $8,620      $8,278      $200,000     $10,678    $10,336      $200,000      $13,187    $12,845    $200,000
7        $17,098       $9,958      $9,654      $200,000     $12,728    $12,424      $200,000      $16,244    $15,940    $200,000
8        $20,053       $11,255     $10,989     $200,000     $14,848    $14,582      $200,000      $19,599    $19,333    $200,000
9        $23,156       $12,509     $12,281     $200,000     $17,041    $16,813      $200,000      $23,284    $23,056    $200,000
10       $26,414       $13,720     $13,530     $200,000     $19,307    $19,117      $200,000      $27,332    $27,142    $200,000
11       $29,834       $14,884     $14,732     $200,000     $21,648    $21,496      $200,000      $31,780    $31,628    $200,000
12       $33,426       $16,000     $15,886     $200,000     $24,065    $23,951      $200,000      $36,668    $36,554    $200,000
13       $37,197       $17,068     $16,992     $200,000     $26,561    $26,485      $200,000      $42,044    $41,968    $200,000
14       $41,157       $18,085     $18,047     $200,000     $29,137    $29,099      $200,000      $47,957    $47,919    $200,000
15       $45,315       $19,050     $19,050     $200,000     $31,794    $31,794      $200,000      $54,465    $54,465    $200,000
16       $49,681       $19,957     $19,957     $200,000     $34,533    $34,533      $200,000      $61,631    $61,631    $200,000
17       $54,265       $20,802     $20,802     $200,000     $37,353    $37,353      $200,000      $69,521    $69,521    $200,000
18       $59,078       $21,579     $21,579     $200,000     $40,251    $40,251      $200,000      $78,214    $78,214    $200,000
19       $64,132       $22,281     $22,281     $200,000     $43,227    $43,227      $200,000      $87,796    $87,796    $200,000
20       $69,439       $22,902     $22,902     $200,000     $46,280    $46,280      $200,000      $98,365    $98,365    $200,000
25       $100,227      $24,565     $24,565     $200,000     $62,683    $62,683      $200,000      $169,866  $169,866    $261,594
30       $139,522      $22,854     $22,854     $200,000     $80,851    $80,851      $200,000      $283,881  $283,881    $397,434
</TABLE>                                                                       
The above illustrations are based on the following:                          
                                                                          
(1)  Assumes no policy loans or withdrawals have been made.
                                                                              
(2)  Current values reflect current cost of insurance rates, a state premium tax
     rate of  2.00%,  a DAC Tax  charge  of 1.25%,  a sales  load of  2.25%,  an
     administrative  charge of $27.50  per month in policy  year 1 and $7.50 per
     month in all remaining policy years, a fund management  expense of 0.91% of
     assets and a mortality  and expense  risk charge of 0.75% of assets for all
     policy years.
                                                                               
(3)  Net investment  returns are calculated as the hypothetical gross investment
     returns less all charges and deductions shown in the prospectus.
                                                                             
(4)  Assumes  that the  premium is paid at the  beginning  of the  policy  year.
     Values  would  be  different  if the  premiums  are paid  with a  different
     frequency or in different amounts.
                                                                               
                                                                                
THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS  THAN  THOSE  SHOWN  AND WILL  DEPEND  ON A  NUMBER  OF  FACTORS  INCLUDING
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  PREVAILING  RATES  AND  RATES  OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN  AVERAGED 0%, 6%, OR 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.  NO  REPRESENTATION  CAN BE MADE BY THE  COMPANY  OR THE FUND THAT  THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
    
                                       41

<PAGE>                                                                         
   
                         Illustration of Policy Values
           American International Life Assurance Company of New York
                                                                              
                          Male Issue Age 35 Non Smoker
                                                                              
                             $2,000 Annual Premium
                              $200,000 Face Amount
                          Death Benefit Option (Level)
       Death Benefit Qualification Option (Cash Value Accumulation Test)
<TABLE>
<CAPTION>                                                                                                                        
                                                         Using Guaranteed Cost of Insurance Rates                                 
          Premiums                0% Hypothetical                6% Hypothetical                    12% Hypothetical              
          Accumulated         Gross Investment Return       Gross Investment Return             Gross Investment Return           
End of    at 5.00%     Policy    Net Cash                 Policy     Net Cash               Policy      Net Cash            
Policy    Interest     Account   Surrender   Death        Account    Surrender  Death       Account     Surrender   Death
Year      Per Year     Value     Value       Benefit      Value      Value      Benefit     Value       Value       Benefit
- ------    -----------  ------    --------    --------     ------     --------   --------    ------      ---------   --------
<S>       <C>          <C>       <C>         <C>          <C>        <C>        <C>         <C>         <C>         <C>
1         $2,100       $967      $0          $200,000     $1,047     $0         $200,000    $1,129      $0          $200,000
2         $4,305       $2,196    $0          $200,000     $2,428     $0         $200,000    $2,671      $0          $200,000
3         $6,620       $3,382    $0          $200,000     $3,845     $0         $200,000    $4,347      $347        $200,000
4         $9,051       $4,521    $521        $200,000     $5,296     $1,296     $200,000    $6,170      $2,170      $200,000
5         $11,604      $5,614    $1,614      $200,000     $6,782     $2,782     $200,000    $8,153      $4,153      $200,000
6         $14,284      $6,657    $3,057      $200,000     $8,299     $4,699     $200,000    $10,306     $6,706      $200,000
7         $17,098      $7,648    $4,448      $200,000     $9,847     $6,647     $200,000    $12,647     $9,447      $200,000
8         $20,053      $8,586    $5,786      $200,000     $11,425    $8,625     $200,000    $15,193     $12,393     $200,000
9         $23,156      $9,470    $7,070      $200,000     $13,033    $10,633    $200,000    $17,964     $15,564     $200,000
10        $26,414      $10,296   $8,296      $200,000     $14,668    $12,668    $200,000    $20,980     $18,980     $200,000
11        $29,834      $11,061   $9,461      $200,000     $16,327    $14,727    $200,000    $24,263     $22,663     $200,000
12        $33,426      $11,762   $10,562     $200,000     $18,008    $16,808    $200,000    $27,838     $26,638     $200,000
13        $37,197      $12,397   $11,597     $200,000     $19,708    $18,908    $200,000    $31,736     $30,936     $200,000
14        $41,157      $12,961   $12,561     $200,000     $21,425    $21,025    $200,000    $35,986     $35,586     $200,000
15        $45,315      $13,450   $13,450     $200,000     $23,156    $23,156    $200,000    $40,625     $40,625     $200,000
16        $49,681      $13,858   $13,858     $200,000     $24,892    $24,892    $200,000    $45,688     $45,688     $200,000
17        $54,265      $14,173   $14,173     $200,000     $26,625    $26,625    $200,000    $51,217     $51,217     $200,000
18        $59,078      $14,386   $14,386     $200,000     $28,345    $28,345    $200,000    $57,255     $57,255     $200,000
19        $64,132      $14,482   $14,482     $200,000     $30,038    $30,038    $200,000    $63,852     $63,852     $200,000
20        $69,439      $14,451   $14,451     $200,000     $31,694    $31,694    $200,000    $71,069     $71,069     $200,000
25        $100,227     $11,948   $11,948     $200,000     $38,967    $38,967    $200,000    $119,249   $119,249     $200,000
30        $139,522      $3,553    $3,553     $200,000     $42,613    $42,613    $200,000    $196,522   $196,522     $275,131
</TABLE>                                                                      
The above illustrations are based on the following:                          
                                                                            
(1)  Assumes no policy loans or withdrawals have been made.
                                                                              
(2)  Values reflect guaranteed cost of insurance rates, a state premium tax rate
     of  2.00%,  a  DAC  Tax  charge  of  1.25%,  a  sales  load  of  9.00%,  an
     administrative  charge of $35.00 per month in policy  year 1 and $10.00 per
     month in all remaining policy years, a fund management  expense of 0.91% of
     assets and a mortality  and expense  risk charge of 1.00% of assets for all
     policy years.
                                                                             
(3)  Net investment  returns are calculated as the hypothetical gross investment
     returns less all charges and deductions shown in the prospectus.
                                                                              
(4)  Assumes  that the  premium is paid at the  beginning  of the  policy  year.
     Values  would  be  different  if the  premiums  are paid  with a  different
     frequency or in different amounts.
                                                                          
                                                                            
THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE DEEMED A  REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS  THAN  THOSE  SHOWN  AND WILL  DEPEND  ON A  NUMBER  OF  FACTORS  INCLUDING
INVESTMENT  ALLOCATIONS  MADE  BY  AN  OWNER,  PREVAILING  RATES  AND  RATES  OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN  AVERAGED 0%, 6%, OR 12% OVER A PERIOD
OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY
YEARS.  NO  REPRESENTATION  CAN BE MADE BY THE  COMPANY  OR THE FUND THAT  THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
                                                                         
                                                                             


                                       42


<PAGE>



                      OTHER POLICY BENEFITS AND PROVISIONS

Right to Exchange

         The Policy may be exchanged  for a flexible  premium fixed benefit life
insurance  policy on the life of the Insured,  without evidence of insurability.
This exchange may be made:

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

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

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

         When an exchange is requested, the Company accomplishes the exchange by
transferring  all of the Account Value to the  Guaranteed  Account.  There is no
charge for this  transfer.  Once this option is  exercised,  the entire  Account
Value  must  remain in the  Guaranteed  Account  for the  remaining  life of the
Policy.  The Face  Amount  in  effect at the time of the  exchange  will  remain
unchanged.  The  Effective  Date,  Issue Date and Issue Age of the Insured  will
remain  unchanged.  The  Owner  and  Beneficiary  are the same as were  recorded
immediately before the exchange.

Limits on Our Rights to Contest the Policy

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

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

Changes in the Policy or Benefits

         Misstatement  of Age or  Sex.  If an  Insured's  age  or sex  has  been
misstated in the Policy,  the Life Insurance  Proceeds and any benefits provided
by Riders to the Policy  shall be those  which  would be  purchased  at the then
current cost of insurance charge for the correct age and sex.



                                       43

<PAGE>



         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.  Any such
change, however, may be accepted or rejected by the Owner.

When Proceeds Are Paid

         We will  ordinarily pay any Life Insurance  Proceeds,  loan proceeds or
partial or full  surrender  proceeds  within  seven  days  after  receipt at Our
Administrative  Office of all the documents  required for such a payment.  Other
than the Life Insurance  Proceeds,  which is determined as of the date of death,
the amount will be determined  as of the date of receipt of required  documents.
However,  We may delay making a payment or processing a transfer  request if (1)
the disposal or valuation of the  Separate  Account's  assets is not  reasonably
practicable  because  the New York  Stock  Exchange  is closed  for other than a
regular  holiday  or  weekend,  trading  is  restricted  by the SEC,  or the SEC
declares that an emergency exists; or (2) the SEC by order permits  postponement
of  payment  to protect  the  Company's  Owners.  (See also  "PAYMENTS  FROM THE
GUARANTEED ACCOUNT," page ___.)

Reports to Owners

         You will receive a  confirmation  within seven days of the  transaction
of: the receipt of any Premium (except Premiums received before the Issue Date);
any change of  allocation of Premiums;  any transfer  between  Subaccounts;  any
loan,  interest  repayment,  or loan repayment;  any partial  surrender;  or any
return of Premium  necessary to comply with  applicable  maximum  receipt of any
Premium  payment.  Confirmations  will also be sent  within  seven  days of: (1)
exercise of the Period to Examine and Cancel; (2) an exchange of the Policy; (3)
full  surrender of the Policy;  and (4) payment of the Life  Insurance  Proceeds
under the Policy.

         Within 30 days after each Policy  Anniversary an annual  statement will
be sent to each  Owner.  The  statement  will  show the  current  amount of Life
Insurance  Proceeds  payable under the Policy,  the current  Account Value,  the
current Cash Surrender Value and current  Outstanding  Loans. The statement will
also show Premiums  paid, all charges  deducted  during the Policy Year, and all
transactions.  The  Company  will  also send to Owners  annual  and  semi-annual
reports of the Separate Account.

Assignment

         The  Policy  may be  assigned  in  accordance  with its terms on a form
provided by Us. We will not be deemed to know of an assignment unless We receive
a copy of it at Our  Administrative  Office. We assume no responsibility for the
validity or sufficiency of any assignment.  Any assignment or pledge of a MEC as
collateral for a loan may result in a taxable event. (See "TAX  CONSIDERATIONS,"
page ___.)

Reinstatement

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

          1.   Request  reinstatement  of Policy benefits within three (3) years
               from the end of the Grace Period;

                                       44

<PAGE>



          2.   Provide evidence of insurability satisfactory to Us;

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

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

         The effective date of the  reinstatement of Policy benefits will be the
beginning of the Policy Month which  coincides  with or next follows the date We
approve Your  request.  From the required  payment We will deduct the charge for
applicable  taxes and the premium  charge.  The Account  Value,  Policy loan and
surrender charges that will apply upon  reinstatement will be those that were in
effect on the date the Policy lapsed.

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

         The following description is based upon the Company's  understanding of
current  federal  income tax law  applicable to life  insurance in general.  The
Company  cannot  predict the  probability  that any changes in such laws will be
made.  Purchasers  are  cautioned to seek  competent  tax advice  regarding  the
possibility of such changes.

         Section 7702 of the Code defines the term "life insurance contract" for
purposes  of the Code.  The Company  believes  that the Policy to be issued will
qualify as "life insurance  contracts"  under Section 7702, but the Company does
not  guarantee the tax status of the Policy.  Purchasers  bear the complete risk
that the Policy may not be treated as "life  insurance" under federal income tax
laws.  Purchasers  should  consult  their own tax advisers  with regard to these
risks.

Introduction

         The  discussion  contained  herein  is  general  in  nature  and is not
intended as tax advice.  Each person  concerned  should  consult a competent tax
adviser.  No attempt is made to consider any applicable state or other tax laws.
Moreover,  the discussion  herein is based upon the Company's  understanding  of
current federal income tax laws and the current interpretation of those laws. No
representation is made regarding the likelihood of continuation of those current
federal  income  tax  laws or of the  current  interpretations  by the  Internal
Revenue Service.


                                       45

<PAGE>



The Company

         The Company is taxed as a life  insurance  company under the Code.  For
federal income tax purposes,  the Separate Account is not a separate entity from
the Company and its operations form a part of the Company.

Diversification

         Section 817 (h) of the Code and the regulations  prescribed  under that
Section by the United States Treasury Department ("Treasury  Department") impose
certain  diversification  standards on the investments  underlying variable life
insurance contracts.  Section 817(h) of the Code provides that if the investment
assets   underlying  a  variable  life  insurance   contract  are  not  properly
diversified  in  accordance  with the  Treasury  regulations  issued  under that
Section, then that contract shall be immediately  disqualified from treatment as
a life insurance contract for federal income tax purposes, subject to a remedial
procedure. Permanent disqualification of the Policy as a life insurance contract
would  result in  imposition  of federal  income  tax on the  Policy  Owner with
respect to  earnings  allocable  to the Policy  prior to the receipt of payments
under the Policy.

         Generally,  for  purposes of  determining  whether the  diversification
standards  imposed by  Section  817(h) of the Code on the  underlying  assets of
variable  contracts  have been met,  "each United  States  government  agency or
instrumentality  shall be treated as a separate  issuer." To the extent that any
segregated  asset account with respect to a variable life insurance  contract is
invested in securities issued by the U.S. Treasury, the investments made by such
accounts  shall be treated as adequately  diversified.  The Code also contains a
safe harbor provision which provides that a segregated asset account  underlying
life  insurance  contracts  such as the  Policy  will  meet the  diversification
requirements  of  Section  817(h)  if,  as of the  close  of each  quarter,  the
underlying  assets  of  the  account  meet  the   diversification   requirements
applicable to regulated investment companies and not more than 55 percent of the
value of the  assets of the  account  are  attributable  to cash and cash  items
(including receivables), Government securities and securities of other regulated
investment companies.

         Treasury   Regulation   Section   1.817-5   establishes   the  specific
diversification  requirements applicable to the investment portfolios underlying
variable life insurance contracts such as the Policy, and provides  alternatives
to the safe  harbor  provisions  described  above.  Under  this  Regulation,  an
investment portfolio will be deemed adequately  diversified if: (i) no more than
55% of the value of the total assets of the portfolio is  represented by any one
investment;  (ii) no more  than 70% of the  value  of the  total  assets  of the
portfolio is represented by any two  investments;  (iii) no more than 80% of the
value  of the  total  assets  of  the  portfolio  is  represented  by any  three
investments;  and (iv) no more than 90% of the value of the total  assets of the
portfolio  is  represented  by any  four  investments.  For  purposes  of  these
percentage  tests, all securities of the same issuer are generally  treated as a
single investment. The Regulation also provides a remedial procedure pursuant to
which some of the adverse  consequences  of a violation  of the  diversification
requirements may be avoided. This procedure requires,  among other things, a tax
penalty payment by the issuer of the affected policies.



                                       46

<PAGE>



         The  Company  intends  that each Fund  underlying  the  Policy  will be
managed  by its  investment  adviser  in such a manner as to comply  with  these
diversification requirements.

         When  Regulations  under Section 817(h) of the Code were first proposed
in 1986,  the  Treasury  Department  also  indicated  that  guidelines  would be
forthcoming under which a variable life insurance Policy would not be treated as
a life  insurance  contract  for tax  purposes if the owner of the Policy had an
excessive degree of control over the investments underlying the Policy (e.g., by
being able to transfer values among Subaccounts with only limited restrictions).
The issuance of such guidelines could require the Company to impose  limitations
on the rights of the Owners to control investment designations under the Policy.
It is not presently  known whether any such guidelines will be issued or whether
any such guidelines would have retroactive effect.

Tax Treatment of the Policy

         Section  7702 of the Code sets  forth a detailed  definition  of a life
insurance  contract  for  federal  tax  purposes.  The  Treasury  Department  is
authorized to prescribe  regulations  implementing  Section 7702. While proposed
regulations and other interim guidance have been issued,  final regulations have
not been adopted so that the extent of the  official  guidance as to how Section
7702 is to be applied is quite limited.  If a Policy were determined not to be a
life  insurance  contract  for purposes of Section  7702,  that Policy would not
qualify for the favorable tax treatment  normally  provided to a life  insurance
Policy.

         With respect to a Policy  issued on the basis of a standard rate class,
the Company believes  (largely in reliance on IRS Notice 88-128 and the proposed
regulations  under  Section  7702,  issued on July 5,  1991)  that such a Policy
should meet the Section 7702 definition of a life insurance contract.

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

         If subsequent  guidance  issued under Section 7702 leads the Company to
conclude that a Policy does not (or may not) satisfy  Section 7702,  the Company
will take appropriate and necessary steps for the purpose of causing such Policy
to comply with Section 7702,  but the Company can give no assurance that it will
be possible to achieve that result.  The Company expressly reserves the right to
restrict  Policy  transactions  if it determines  such action to be necessary as
part of an attempt  by the  Company  to  qualify  the  Policy as life  insurance
contracts under Section 7702.

         The discussion set forth below assumes that each Policy will qualify as
a life insurance contract for federal income tax purposes under Section 7702.



                                       47

<PAGE>



Tax Treatment of Policy Benefits In General

         The  Company  believes  that the  Policy  should be  treated  as a life
insurance  contract for federal  income tax purposes.  Thus,  the Life Insurance
Proceeds  under the  Policy  should  be  excluded  from the gross  income of the
Beneficiary  under Section  101(a)(1) of the Code.  In addition,  the cash value
increases  of a Policy  should not be taxed until there has been a  distribution
from the Policy such as a surrender,  partial  surrender,  lapse with loan, or a
payment of benefits at a Policy's Maturity Date.

         Upon a complete  surrender  or lapse of any Policy or upon a payment of
benefits at a Policy's Maturity Date, any excess of the amount received plus the
amount of  Outstanding  Loan  over the  total  investment  in the  Policy,  will
generally  be treated as  ordinary  income  subject to tax.  This  treatment  of
surrenders, lapses, and payments at a Policy's Maturity Date applies whether the
Policy is or is not treated as a MEC.

         Investment in the Policy. The term "investment in the Policy" means (i)
the aggregate amount of any Premiums or other  consideration  paid for a Policy,
minus (ii) the aggregate amount received under the Policy which is excluded from
gross income of the Owner  (except that the amount of any loan from,  or secured
by, a Policy that is a MEC,  to the extent  such  amount is excluded  from gross
income, will be disregarded), plus (iii) the amount of any loan from, or secured
by, a Policy  that is a MEC to the extent  that such  amount is  included in the
gross income of the Owner.

         Distributions  From  Policies  Not  Classified  as  Modified  Endowment
Contracts.  Distributions from a Policy that is not a MEC, are generally treated
first as a recovery of the Owner's  investment in the Policy and then,  but only
after the return of all such  investment  in the Policy,  as a  distribution  of
taxable  income.  An  exception  to this  general  rule applies in the case of a
decrease  in the  Policy's  Life  Insurance  Proceeds  or any other  change that
reduces benefits under the Policy in the first fifteen years after the Policy is
issued and that results in a cash  distribution to the Owner,  even where such a
distribution must be made in order for the Policy to continue complying with the
definitional  limits of Section 7702. Such a cash  distribution will be taxed in
whole or in part as  ordinary  income (to the extent of any gain in the  Policy)
under rules prescribed in Section 7702.

         Loans  from,  or secured by, a Policy that is not a MEC are not treated
as distributions.  Instead, any such loan is generally treated as an Outstanding
Loan of the Owner.

         Modified Endowment  Contracts.  Section 7702A of the Code establishes a
class of life insurance contracts designated as "Modified Endowment  Contracts,"
which applies to a Policy entered into or a Policy with certain material changes
after June 20, 1988. Due to the Policy's  flexibility,  classification  as a MEC
will depend on the individual circumstances of each Policy.

         In general, a Policy will be a MEC if the accumulated  Premiums paid at
any time during the first  seven  Policy  Years  exceed the sum of the net level
Premiums  which  would  have  been paid on or  before  such  time if the  Policy
provided  for paid-up  future  benefits  after the payment of seven level annual
Premiums.  Whether a Policy  will be a MEC  after a  material  change  generally
depends upon the  relationship of the Life Insurance  Proceeds and Account Value
at the time of such change and the  additional  premiums paid in the seven years
following the material change.


                                       48

<PAGE>



         The rules  relating  to  whether a Policy  will be treated as a MEC are
extremely complex and cannot be adequately  described in the limited confines of
this summary.  Therefore,  a current or prospective  Owner should consult with a
competent  adviser  to  determine  whether a Policy  transaction  will cause the
Policy to be treated as a MEC. The Company will, however, monitor the Policy and
will take all steps reasonably necessary to notify an Owner on a timely basis if
his or her Policy is in jeopardy of becoming a MEC.

         Distributions from Policies Classified as Modified Endowment Contracts.
Any Policies that are  classified as MECs will be subject to additional  adverse
tax rules.  Loans  taken  from,  or secured by, such a Policy will be treated as
distributions  from the  Policy  and will be taxed  accordingly.  (Past due loan
interest  that is added to the loan  amount  will also be  treated as a loan for
this  purpose.)  In addition,  all  distributions,  including  any loans and any
distributions  upon any full or  partial  surrender,  a lapse,  or a payment  of
benefits  at the  Maturity  Date of such a Policy,  will be treated as  ordinary
income to the  extent of the excess (if any) of the  Account  Value  immediately
before the  distribution  over the Owner's  investment in the Policy  (described
above) at such time.  These rules may also apply to a Policy during the two-year
period prior to the Policy's classification as a MEC.

         Penalties on Early  Distributions from Policies  Classified as Modified
Endowment  Contracts.  A ten percent  additional income tax may be imposed under
Section 72(v) of the Code on the portion of any  distribution (or any loan) from
a Policy that is classified as a MEC.  This  additional  tax applies to the full
amount  that  is  included  in the  Owner's  taxable  income  except  where  the
distribution from the Policy (including distributions upon surrender) or loan is
made from or secured  by the Policy on or after the date that the Owner  attains
age 59 1/2, is attributable to the Owner's  becoming  disabled,  or is part of a
series of  substantially  equal  periodic  payments  (not less  frequently  than
annually) made for the life (or life expectancy) of the Owner or the joint lives
(or joint life  expectancies)  of the Owner and the  Owner's  Beneficiary.  If a
Policy  is  not  a  MEC,   however,   then  neither   distributions   (including
distributions  upon surrender) nor loans from, or secured by, the Policy will be
subject to the 10% additional tax.

         Multiple  Policies.  Section 72(e)(11) of the Code provides that if two
or more MECs are issued  within the same  calendar year to the same Owner by one
company or its  affiliates,  then all such  contracts must be treated as one MEC
for purposes of determining the taxable  portion of any loans or  distributions.
Such  treatment  may result in adverse  tax  consequences  including  more rapid
taxation  of the loans or other  amounts  distributed  from all such  contracts.
Owners should consult a tax adviser prior to purchasing more than one MEC in any
calendar year.

         Interest on Policy  Loans.  Except in special  circumstances,  interest
paid on a loan  under a Policy  which is owned by an  individual  is  treated as
personal  interest  under  Section  163(h)  of the Code and thus will not be tax
deductible.  In addition, 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, an Owner 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.)



                                       49

<PAGE>



         Policy Exchanges and Modifications. Depending on the circumstances, the
exchange of a Policy,  a change in the Policy's Life Insurance  Proceeds  Option
(e.g., a change from Life Insurance Proceeds Option I to Life Insurance Proceeds
Option II or vice versa),  a Policy loan, a partial  surrender,  a surrender,  a
change in ownership,  or an assignment of the Policy may have federal income tax
consequences.  In addition, the federal, state and local transfer, and other tax
consequences  of  ownership  or receipt of Policy  proceeds  will  depend on the
circumstances of each Owner or Beneficiary.

         Withholding.  The Company is required to withhold  federal income taxes
on the taxable portion of any amounts received under the Policy unless You elect
to  not  have  any  withholding  or  in  certain  other  circumstances.  Special
withholding rules apply to payments made to non-resident aliens.

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

   
         Generation  Skipping  Transfer  Tax.  A  transfer  of the Policy or the
designation  of a beneficiary  who is either 37 1/2 years younger than the Owner
or a  grandchild  of  the  Owner  may  have  Generation  Skipping  Transfer  Tax
consequences.
    

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

Possible Charge for the Company's Taxes

         At the present time, the Company makes no charge for any federal, state
or local  taxes  (other  than state  premium  taxes)  that it incurs that may be
attributable to the Accounts or to the Policy.  The Company,  however,  reserves
the  right in the  future  to make a charge  for any such tax or other  economic
burden  resulting from the  application of the tax laws that it determines to be
properly attributable to the Separate Account or to the Policy.


                                       50

<PAGE>



                            MANAGEMENT OF THE COMPANY

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

   

<TABLE>
<CAPTION>
                                                                                Principal Business Affiliations
                                                                                and Principal Occupations
Name and Address                        Office                                  During Past Five Years
- ----------------                        -----------------------                 --------------------------------
<S>                                     <C>                                     <C>
Robert John O'Connell*                  Chief Executive Officer,                President and CEO - AIG
                                        President and Director                  Domestic Life Companies;
                                                                                Senior Vice President, Life
                                                                                Insurance - AIG, Inc.

Peter Joseph Dalia                      Director                                Retired; formerly, Vice
20281 E. County Club Dr.                                                        President and Comptroller -
Apt. 2212                                                                       AIG, Inc.
Aventura, FL 33180

Marion Elizabeth Fajen                  Director                                Retired; formerly, Vice
5608 N. Waterbury Rd.                                                           President and Comptroller -
Des Moines, IA 50312                                                            AIG, Inc.

Cecil Calvert Gamwell, III              Director                                Director of Life Division  -
80 Pine Street                                                                  AIG, Inc.; Director of Seguros,
13th Floor                                                                      Venezuela and Director (ALT)
New York, NY 10270                                                              Seguros Interamericanos of
                                                                                New York

Maurice Raymond Greenberg*              Director                                Chairman of the Board,
                                                                                President and Chief Executive
                                                                                Officer - AIG, Inc.

Howard Earl Gunton, Jr.                 Senior Vice President and               Senior Vice President and
One Alico Plaza                         Comptroller                             Comptroller - AIG Domestic
Wilmington, DE 19801                                                            Life Companies

Jacob Ernest Hansen                     Director                                President - AIG Marketing, Inc.
505 Carr Road
Wilmington, DE 19803

Jack Russell Harnes                     Director                                Retired; formerly, Medical
72 Wall Street, 1st Floor                                                       Director of AIG, Inc.
New York, NY 10270

John Iniss Howell                       Director                                Retired; formerly Director -
Indian Rock Corporation                                                         AIG, Inc.; Director - Schroder
P.O. Box 2606                                                                   Capital Management
Greenwich, CT 06830


                                       51

<PAGE>



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

Jeffrey Merton Kestenbaum*              Director and Senior Vice                Senior Vice President and
                                        President                               General Manager - AIA; Senior
                                                                                Vice President - AIG, Japan

Edwin A. G. Manton*                     Director                                Senior Adviser and Director -
                                                                                AIG, Inc.

Jerome Thomas Muldowney*                Senior Vice President and               Senior Vice President - AIG
                                        Director                                Domestic Life Companies;
                                                                                Managing Director - AIG
                                                                                Global Investment Corp.

Win Jay Neuger*                         Director                                Senior Vice President of AIG,
                                                                                Inc.; Managing Director -
                                                                                Bankers Trust Co.

Nicholas Alexander O'Kulich*            Vice President, Treasurer and           Senior Vice President, Life
                                        Director                                Insurance - AIG, Inc.

John Robert Skar                        Senior Vice President, Actuary          Senior Vice President, Actuary
One Alico Plaza                         and Director                            and Director - AIG Domestic
Wilmington DE  19801                                                            Life Companies

Ernest Edward Stempel*                  Director                                Senior Adviser and Director -
                                                                                AIG, Inc.

Edmund Sze-Wing Tse*                    Director                                Vice Chairman, Life Insurance -
                                                                                AIG, Inc.

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

David James Walsh*                      Director and Vice President             Associate General Counsel -
                                                                                AIG, Inc.; Director of
                                                                                Insurance, State of Alaska

Gerald Walter Wyndorf                   Director and Executive Vice             Executive Vice President - AIG
80 Pine Street                          President                               Domestic Life Companies
13th Floor
New York, NY  10005

Patrick Joseph Foley*                   Director                                Retired; formerly, Vice
                                                                                President and Associate General
                                                                                Counsel - American
                                                                                International Life Assurance
                                                                                Company of New York
</TABLE>
    
- ------------------
* Indicates the business address of the individual, which is 70 Pine Street, New
York, New York 10270.

                                       52

<PAGE>



                           DISTRIBUTION OF THE POLICY

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

         The Policy will be distributed  through the principal  underwriter  for
the Separate Account,  AIG Equity Sales Corp.  ("AIGESC"),  80 Pine Street,  New
York,  New York,  an affiliate  of the  Company.  AIGESC will enter into selling
agreements with other  broker-dealers  who offer the Policy.  Commissions may be
paid to registered  representatives  based on Premiums  paid for Policies  sold.
Additional  payments  may be made  for  administrative  or  other  services  not
directly related to the sale of the Policy.

                      OTHER POLICIES ISSUED BY THE COMPANY

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

                                STATE REGULATION

         The  Company  is subject  to the laws of New York  governing  insurance
companies  and to  regulation by the New York  Insurance  Department.  An annual
statement in a prescribed form is filed with the Insurance  Department each year
covering  the  operation  of the  Company for the  preceding  year and its final
condition as of the end of such year.  Regulation  by the  Insurance  Department
includes periodic examinations to determine the Company's Policy liabilities and
reserves so that the Insurance Department may certify the items are correct. The
Company's  books and accounts are subject to review by the Insurance  Department
at all times and a full examination of its operations is conducted  periodically
by the staff of the Insurance Department pursuant to the National Association of
Insurance  Commissioners.   Such  regulation  does  not,  however,  involve  any
supervision of management or investment practices or policies. In addition,  the
Company is subject to regulation under the insurance laws of other jurisdictions
in which it may operate.

                                LEGAL PROCEEDINGS

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

                                     EXPERTS

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

                                  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.


                                       53

<PAGE>



                                PUBLISHED RATINGS

         The  Company  may from time to time  publish in  advertisements,  sales
literature and reports to Owners, the ratings and other information  assigned to
it by one or more independent  rating  organizations  such as A.M. Best Company,
Moody's,  and  Standard & Poor's.  The  purpose of the ratings is to reflect the
financial strength and/or claims-paying ability of the Company and should not be
considered  as  bearing  on the  investment  performance  of assets  held in the
separate  account.  Each year the A.M. Best Company reviews the financial status
of thousands of insurers, culminating in the assignment of Best's Ratings. These
ratings reflect A.M. Best's current opinion of the relative  financial  strength
and operating  performance of an insurance company in comparison to the norms of
the life/health  insurance industry.  In addition,  the claims-paying ability of
the Company as measured by Standard & Poor's Insurance Ratings Services, and the
financial strength of the Company as measured by Moody's Investors Services, may
be  referred to in  advertisements,  sales  literature  or in reports to Owners.
These ratings are their opinions of an operating  insurance  company's financial
capacity to meet the  obligations  of its life  insurance  policies  and annuity
contracts  in  accordance  with their terms.  In regard to their  ratings of the
Company,  these  ratings  are  explicitly  based on the  existence  of a Support
Agreement,  dated as of December 13,  1991,  between the Company and its parent,
American International Group, Inc. ("AIG"),  pursuant to which AIG has agreed to
cause the  Company to  maintain a positive  net worth and to provide the Company
with funds on a timely basis sufficient to meet the Company's obligations to its
policyholders.  The  Support  Agreement  is not,  however,  a direct or indirect
guarantee  by  AIG to  any  person  of  the  payment  of  any  of the  Company's
indebtedness,  liabilities or other  obligations  (including  obligations to the
Company's policyholders).

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

                              FINANCIAL STATEMENTS

         The financial  statements  of the Company and the Separate  Account are
included herein.

                                       54

<PAGE>

                      AMERICAN INTERNATIONAL LIFE ASSURANCE
                               COMPANY OF NEW YORK
                          (a wholly-owned subsidiary of
                       American International Group, Inc.)












                    REPORT ON AUDITS OF FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995




<PAGE>








                        REPORT OF INDEPENDENT ACCOUNTANTS




To the Stockholders and Board of Directors
American International Life Assurance Company of New York:


We have audited the accompanying  balance sheets of American  International Life
Assurance   Company  of  New  York  (a   wholly-owned   subsidiary  of  American
International  Group,  Inc.) as of December  31, 1997 and 1996,  and the related
statements of income,  stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1997. These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of American  International Life
Assurance  Company of New York as of December 31, 1997 and 1996, and the results
of its  operations  and its cash flows for each of the three years in the period
ended  December 31, 1997,  in  conformity  with  generally  accepted  accounting
principles.


/s/ PricewaterhouseCoopers LLP
COOPERS & LYBRAND L.L.P.



2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 4, 1998



<PAGE>



            AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
                                 BALANCE SHEETS
                                 (in thousands)
<TABLE>
<CAPTION>

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

Assets
- ------

<S>                                                      <C>            <C>
Investments and cash:
     Fixed maturities:
        Bonds available for sale, at market value        $4,995,019     $4,636,022
        (cost: 1997 - $4,712,085: 1996 - $4,456,608)
     Equity securities:
         Common stock
         (cost: 1997 - $13,568: 1996 - $17,906)              27,254         33,099
         Non-redeemable preferred stocks
         (cost: 1997 - $565: 1996 - $649)                       567            590
Mortgage loans on real estate, net                          554,521        513,470
Real estate, net of accumulated
 depreciation of $6,823 in 1997 and $6,046 in 1996           25,450         26,227
Policy loans                                                 10,682         11,063
Other invested assets                                        58,048         65,744
Short-term investments                                       79,893         60,333
Cash                                                            299          1,726
                                                         ----------     ----------

    Total investments and cash                            5,751,733      5,348,274


Amounts due from related parties                              4,802          4,277
Investment income due and accrued                            82,331         77,433
Premium and insurance balances receivable-net                13,459         13,617
Reinsurance assets                                           20,609         25,211
Deferred policy acquisition costs                            39,748         35,754
Separate and variable accounts                              241,541        153,678
Other assets                                                  2,020          2,591
                                                         ----------     ----------

                                    Total assets         $6,156,243     $5,660,835
                                                         ==========     ==========


                 See accompanying notes to financial statements.


</TABLE>

<PAGE>




            AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
                                 BALANCE SHEETS
                      (in thousands, except share amounts)
 <TABLE>
<CAPTION>
                                                                              December 31,  December 31,
                                                                                 1997          1996
                                                                              -----------   ------------


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

<S>                                                                           <C>           <C>
  Policyholders' funds on deposit                                             $3,513,621     $3,308,208
  Future policy benefits                                                       1,662,751      1,588,162
  Reserve for unearned premiums                                                    6,021          8,568
  Policy and contract claims                                                      45,195         44,173
  Reserve for commissions, expenses and taxes                                      4,568          4,905
  Insurance balances payable                                                       4,624          7,981
  Federal income tax payable                                                       3,071          3,758
  Deferred income taxes                                                           70,900         43,445
  Amounts due to related parties                                                   4,491          5,227
  Separate and variable accounts                                                 241,541        153,678
  Other liabilities                                                               24,277         22,588
                                                                              ----------     ----------


                                     Total liabilities                         5,581,060      5,190,693
                                                                              ----------     ----------

</TABLE>


<TABLE>
<CAPTION>

Stockholders' Equity
- --------------------
<S>                                                                               <C>         <C>
  Common stock, $200 par value; 16,125 shares
       authorized, issued and outstanding                                           3,225        3,225
  Additional paid-in capital                                                      197,025      197,025
  Unrealized appreciation (depreciation) of investments, net 
   of future policy benefits and taxes of
   $128,504 in 1997 and $72,979 in 1996                                           184,681      135,431
   Retained earnings                                                              190,252      134,461
                                                                               ----------   ----------

                                    Total stockholders' equity                    575,183      470,142
                                                                               ----------   ----------


   Total liabilities and stockholders' equity                                  $6,156,243   $5,660,835
                                                                               ==========   ==========

                 See accompanying notes to financial statements.

</TABLE>
<PAGE>




            AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
                              STATEMENTS OF INCOME
                                 (in thousands)
<TABLE>



                                                                            Years ended December 31,
                                                                            ------------------------

                                                           1997                 1996                1995
                                                        ---------            ----------           -------
<S>                                                     <C>                  <C>                  <C>                             
Revenues:
  Premiums                                              $  96,429            $ 149,472            $  84,357
  Net investment income                                   435,098              402,078              386,680
  Realized capital gains (losses)                            (226)                 610                1,436
                                                        ---------            ---------            ---------


                     Total revenues                       531,301              552,160              472,473
                                                        ---------            ---------            ---------


Benefits and expenses:
  Benefits to policyholders                               165,157              163,377              167,319
  Increase in future policy benefits
   and policyholders' funds on deposit                    221,192              284,936              209,512
  Acquisition and insurance expenses                       58,231               54,875               54,808
                                                        ---------            ---------            ---------

                    Total benefits and expenses           444,580              503,188              431,639
                                                        ---------            ---------            ---------


Income before income taxes                                 86,721               48,972               40,834
                                                        ---------            ---------            ---------

Income taxes (benefits):
   Current                                                 30,000               26,853               22,070
   Deferred                                                   930               (9,509)              (7,572)
                                                        ---------            ---------            ---------

                    Total income taxes                     30,930               17,344               14,498
                                                        ---------            ---------            ---------

Net income                                              $  55,791            $  31,628            $  26,336
                                                        =========            =========            =========


                 See accompanying notes to financial statements.


</TABLE>
<PAGE>


            AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                                 (in thousands)
<TABLE>


                                                                         Years ended December 31,
                                                                         ------------------------

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

<S>                                                    <C>                   <C>                   <C>
Balance at beginning of year                           $   3,225             $   3,225             $   3,225
                                                       ---------             ---------             ---------

Balance at end of year                                     3,225                 3,225                 3,225
                                                       ---------             ---------             ---------



Additional paid-in capital
- --------------------------

Balance at beginning of year:                            197,025               197,025               197,025
                                                       ---------             ---------             ---------

Balance at end of year                                   197,025               197,025               197,025
                                                       ---------             ---------             ---------



Unrealized appreciation (depreciation)
- --------------------------------------
 of investments, net
 -------------------
 Balance at beginning of year                            135,431               153,424               (59,811)
 Change during year                                      104,775              (103,367)              404,059
 Changes due to deferred income tax benefit
       (expense) and future policy benefits              (55,525)               85,374              (190,824)
                                                       ---------             ---------             ---------

  Balance at end of year                                 184,681               135,431               153,424
                                                       ---------             ---------             ---------


Retained earnings
- -----------------
  Balance at beginning of year                           134,461               152,833               126,497
  Net income                                              55,791                31,628                26,336
  Dividends to Stockholders                                 --                 (50,000)                 --
                                                       ---------             ---------             ---------

  Balance at end of year                                 190,252               134,461               152,833
                                                       ---------             ---------             ---------

               Total stockholders' equity              $ 575,183             $ 470,142             $ 506,507
                                                       =========             =========             =========


                 See accompanying notes to financial statements.

</TABLE>
<PAGE>


            AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>


                                                                                      Years ended December 31,
                                                                                      ------------------------

                                                                            1997                 1996             1995
                                                                       -------------        ------------     ------------
<S>                                                                     <C>                 <C>              <C>
Cash flows from operating activities:
 Net income                                                             $    55,791         $     31,628     $     26,336
                                                                         ----------          -----------      -----------

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                                                44,065              107,134           37,251
 Change in premiums and insurance balances
  receivable and payable -net                                                (3,201)                (117)            (110)
 Change in reinsurance assets                                                 4,601               (2,658)           3,761
 Change in deferred policy acquisition costs                                 (3,992)              (4,530)          (1,599)
 Change in investment income due and accrued                                 (4,898)              (3,078)          (6,732)
 Realized capital gains (losses)                                                226                 (610)          (1,436)
 Change in current and deferred income taxes -net                               243               (9,227)          (5,417)
 Change in reserves for commissions, expenses and taxes                        (337)                 472            1,356
 Change in other assets and liabilities - net                               (11,055)             (17,396)         (18,394)
                                                                         ----------            ---------          -------
Total adjustments                                                            25,652               69,990            8,680
                                                                         ----------            ---------          -------
 Net cash provided by operating activities                                   81,443              101,618           35,016
                                                                         ----------            ---------         --------

Cash flows from investing activities:
 Cost of fixed maturities at market, sold                                   255,408              136,829           65,623
 Cost of fixed maturities at market, matured or redeemed                    435,831              424,317          247,551
 Cost of equity securities sold                                               7,422                4,877            1,310
 Realized capital gains                                                       3,774                  610            3,436
 Purchase of fixed maturities                                              (922,293)            (858,793)        (627,188)
 Purchase of equity securities                                               (3,000)              (4,149)          (1,005)
 Mortgage loans granted                                                     (89,717)            (124,280)        (111,402)
 Repayments of mortgage loans                                                44,733               59,577           60,476
 Change in policy loans                                                         380                  (71)            (674)
 Change in short-term investments                                           (19,560)              43,715           26,372
 Change in other invested assets                                              6,100               10,475           (4,083)
 Other - net                                                                 (7,361)               8,270          (17,713)
                                                                       -------------         ------------     ------------
  Net cash used in investing activities                                    (288,283)            (298,623)        (357,297)
                                                                       -------------         ------------     -------------


Cash flows from financing activities:
 Change in policyholders' funds on deposit                                  205,413              247,626          318,169
 Dividends to stockholders                                                        -              (50,000)               -
                                                                       -------------         ------------     ------------
    Net cash provided by financing activities                               205,413               197,626          318,169
                                                                      -------------         ------------     ------------


Change in cash                                                               (1,427)                 621           (4,112)
Cash at beginning of year                                                     1,726                1,105            5,217
                                                                      -------------         ------------     ------------
Cash at end of year                                                  $          299        $       1,726    $       1,105
                                                                      =============         ============     ============

                 See accompanying notes to financial statements.

</TABLE>
<PAGE>

            AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
                          NOTES TO FINANCIAL STATEMENTS

1.  Summary of Significant Accounting Policies
    ------------------------------------------

     (a)  Basis of Presentation:  American  International Life Assurance Company
          of New York (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 & health
          insurance in the District of Columbia and all states  except  Arizona,
          Connecticut  and  Maryland.  The  Company is also  licensed in America
          Samoa, Virgin Islands and Guam.

          The Company also files  financial  statements  prepared in  accordance
          with  statutory  practices  prescribed  or permitted by the  Insurance
          Department of the State of New York.  Financial statements prepared in
          accordance with generally  accepted  accounting  principles  differ in
          certain  respects  from  the  practices  prescribed  or  permitted  by
          regulatory authorities. The significant differences are: (1) statutory
          financial  statements  do not reflect fixed  maturities  available for
          sale at market value; (2) policy  acquisition  costs,  charged against
          operations as incurred for regulatory purposes, have been deferred and
          are being  amortized over the anticipated  life of the contracts;  (3)
          individual  life  and  annuity  policy  reserves  based  on  statutory
          requirements  have  been  adjusted  based  upon  mortality,  lapse and
          interest   assumptions   applicable  to  these  coverages,   including
          provisions  for  reasonable  adverse  deviations;   these  assumptions
          reflect the Company's experience and industry standards;  (4) deferred
          income taxes not recognized for regulatory purposes have been provided
          for temporary  differences between the bases of assets and liabilities
          for financial reporting purposes and tax purposes;  (5) for regulatory
          purposes,  future policy  benefits,  policyholders'  funds on deposit,
          policy and  contract  claims and reserve  for  unearned  premiums  are
          presented net of ceded reinsurance; and (6) an asset valuation reserve
          and  interest   maintenance  reserve  using  National  Association  of
          Insurance  Commissioners  (NAIC)  formulas  are set up for  regulatory
          purposes.

     (b)  Investments:  Fixed  maturities  available for sale, where the company
          may not have the ability or positive  intent to hold these  securities
          until  maturity,  are carried at market  value.  Interest  income with
          respect to fixed maturity securities is accrued currently. Included in
          fixed  maturities  available  for  sale  are  collateralized  mortgage
          obligations  (CMOs).  Premiums and discounts arising from the purchase
          of CMOs are  treated as yield  adjustments  over the  estimated  life.
          Common  and  non-redeemable  preferred  stocks  are  carried at market
          value.   Dividend   income  is  generally   recognized  when  payable.
          Short-term investments are carried at cost, which approximates market.

          Unrealized  gains and losses from investment in equity  securities and
          fixed  maturities  available for sale are  reflected in  stockholders'
          equity,  net of amounts  recorded as future  policy  benefits  and any
          related deferred income taxes.

          Realized  capital  gains and  losses  are  determined  principally  by
          specific identification.  Where declines in values of securities below
          cost or amortized  cost are considered to be other than  temporary,  a
          charge is  reflected  in income  for the  difference  between  cost or
          amortized cost and estimated net realizable value.

          Mortgage loans on real estate are carried at unpaid principal  balance
          less unamortized loan origination fees and costs less an allowance for
          uncollectible  loans.   Interest  income  on  such  loans  is  accrued
          currently.

<PAGE>

1.  Summary of Significant Accounting Policies - (continued)
    --------------------------------------------------------

     Real  estate  is  carried  at  depreciated  cost  and is  depreciated  on a
     straight-line  basis over 31.5  years.  Expenditures  for  maintenance  and
     repairs are charged to income as incurred; expenditures for betterments are
     capitalized and depreciated over their estimated lives.

     Policy loans are carried at the aggregate unpaid principal balance.

     Other invested assets consist  primarily of limited  partnership  interests
     which are  carried at market  value.  Unrealized  gains and losses from the
     revaluation of these investments are reflected in stockholders' equity, net
     of any related  taxes.  Also  included in this category is an interest rate
     cap agreement,  which is carried at its amortized cost. The cost of the cap
     is being amortized against  investment income on a straight line basis over
     the life of the cap.

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

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

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

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

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

<PAGE>

1.  Summary of Significant Accounting Policies - (continued)
    ---------------------------------------------------------

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

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

     (h)  The financial  statements for 1996 and 1995 have been  reclassified to
          conform to the 1997 presentation.

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

     (a)  Statutory  Deposits:  Securities  with a carrying value of $17,850,000
          and  $9,369,000  were deposited by the Company under  requirements  of
          regulatory authorities as of December 31, 1997 and 1996, respectively.

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

<TABLE>

                                                   Years ended December 31,
                                                   ------------------------
                                              1997         1996          1995
                                            --------     ----------    ---------

<S>                                         <C>           <C>           <C>
Fixed maturities                            $378,724      $351,702      $334,828
Equity securities                              1,010         1,430         1,006
Mortgage loans                                48,488        41,865        40,383
Real estate                                    3,097         2,835         2,760
Policy loans                                     832           794           733
Cash and short-term investments                4,257         4,699         4,124
Other invested assets                          2,878         2,662         6,381
                                            --------      --------      --------
       Total investment income               439,286       405,987       390,215

Investment expenses                            4,188         3,909         3,535
                                            --------      --------      --------

       Net investment income                $435,098      $402,078      $386,680
                                            ========      ========      ========

</TABLE>
<PAGE>

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

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

<TABLE>

                                                                                      Years ended December 31,
                                                                                      -------------------------
                                                                              1997               1996             1995
                                                                           ---------          -----------      ----------
<S>                                                                        <C>               <C>               <C>
Net realized gains (losses) on investments:

Fixed maturities                                                           $    --           $    (104)        $    (115)
Equity securities                                                              3,774               714             3,515
Mortgage loans                                                                (4,000)             --              (2,000)
Other invested assets                                                           --                --                  36
                                                                           ---------         ---------         ---------
Net realized gains                                                         $    (226)        $     610         $   1,436
                                                                           =========         =========         =========

Change in unrealized appreciation
  (depreciation) of investments:
Fixed maturities                                                           $ 103,520         $(115,746)        $ 402,020
Equity securities                                                             (1,446)            5,482               666
Other invested assets                                                          2,701             6,897             1,373
                                                                           ---------         ---------         ---------
 Change in unrealized appreciation
        (depreciation) of investments                                      $ 104,775         $(103,367)        $ 404,059
                                                                           =========         =========         =========
</TABLE>

Proceeds from the sale of investments in fixed maturities  during 1997, 1996 and
1995 were $255,408,000, $136,829,000 and $65,623,000, respectively.

During  1997,  1996  and  1995,  gross  gains  of  $0,  $636,000  and  $624,000,
respectively, and gross losses of $0, $740,000 and $739,000,  respectively, were
realized on dispositions of fixed maturities.

During 1997, 1996 and 1995, gross gains of $3,774,000,  $714,000 and $3,516,000,
respectively, and gross losses of $0, $0 and $1,000, respectively, were realized
on dispositions of equity securities.

     (d)  Market  Value of  Fixed  Maturities  and  Unrealized  Appreciation  of
          Investments: At December 31, 1997 and 1996, unrealized appreciation of
          investments in equity  securities  (before  applicable taxes) included
          gross  gains of  $14,017,000  and  $15,648,000  and  gross  losses  of
          $329,000 and $514,000, respectively.

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

<TABLE>

                                                                          Gross                Gross
                                                      Amortized        Unrealized            Unrealized             Market
 1997                                                    Cost             Gains                Losses                Value
- -----                                                 ---------        -------------         ----------            -------
<S>                                                  <C>                 <C>                 <C>                 <C>
Fixed maturities:
   U.S. Government and government
       agencies and authorities                      $   68,005          $   19,308          $       13          $   87,300
   States, municipalities and
       political subdivisions                           837,054              49,827                 538             886,343
   Foreign governments                                   28,581               4,887                --                33,468
   All other corporate                                3,778,445             217,162               7,699           3,987,908
                                                     ----------          ----------          ----------          ----------

Total fixed maturities                               $4,712,085          $  291,184          $    8,250          $4,995,019
                                                     ==========          ==========          ==========          ==========
</TABLE>
<PAGE>

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

<TABLE>

                                                               Gross               Gross
        1996                             Amortized           Unrealized         Unrealized             Market
        ----                                Cost                Gains             Losses                Value
                                         ----------           ----------         ----------           ---------
<S>                                      <C>                 <C>                 <C>                 <C>
Fixed maturities:
   U.S. Government and government
       agencies and authorities          $   79,195          $   14,104          $      420          $   92,879
   States, municipalities and
       political subdivisions               854,402              36,479               4,574             886,307
   Foreign governments                       39,549               3,579                 283              42,845
   All other corporate                    3,483,462             148,570              18,041           3,613,991
                                         ----------          ----------          ----------          ----------

Total fixed maturities                   $4,456,608          $  202,732          $   23,318          $4,636,022
                                         ==========          ==========          ==========          ==========

</TABLE>

The amortized cost and estimated market value of fixed maturities  available for
sale at  December  31,  1997,  by  contractual  maturity,  are  shown  below (in
thousands).  Actual maturities could differ from contractual  maturities because
certain  borrowers 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                              $  249,935           $  262,758
Due after one year through five years                 1,617,708            1,706,424
Due after five years through ten years                1,686,216            1,784,745
Due after ten years                                   1,158,226            1,241,092
                                                      ----------           ----------

                                                     $4,712,085           $4,995,019
                                                     ==========           ==========
</TABLE>

     (e)  CMOs: CMOs are U.S. Government and Government agency backed and triple
          A-rated  securities.  CMOs  are  included  in  other  corporate  fixed
          maturities. At December 31, 1997 and 1996, the market value of the CMO
          portfolio  was  $966,144,000  and  $1,031,431,000,  respectively;  the
          estimated  amortized cost was  approximately  $917,919,000 in 1997 and
          $991,305,000   in  1996.   The  Company's  CMO  portfolio  is  readily
          marketable.  There  were no  derivative  (high  risk)  CMO  securities
          contained in the portfolio at December 31, 1997.

     (f)  Fixed  Maturities  Below  Investment  Grade:  At December 31, 1997 and
          1996,  the  fixed  maturities  held by the  Company  that  were  below
          investment  grade had an aggregate  amortized cost of $384,067,000 and
          $270,068,000,   respectively,   and  an  aggregate   market  value  of
          $391,862,000 and $267,331,000, respectively.

<PAGE>


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

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

     (h)  Investments  Greater than 10% Equity:  The market value of investments
          in  the  following   company  exceeded  10%  of  the  Company's  total
          stockholders' equity at December 31, 1997 (in thousands):

          Fixed Maturities:
          Morgan Stanley Mortgage Trust     $ 60,673

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,
                                                       ------------------------
                                               1997                    1996                    1995
                                            --------                --------                --------
<S>                                         <C>                     <C>                     <C>
Balance at beginning of year                $ 35,754                $ 31,225                $ 29,626
Acquisition costs deferred                     9,109                   8,482                   5,933
Amortization charged to income                (5,115)                 (3,953)                 (4,334)
                                             --------                --------                --------
Balance at end of year                      $ 39,748                $ 35,754                $ 31,225
                                             ========                ========                ========
</TABLE>


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

    (a) The analysis of the future policy benefits and  policyholders'  funds on
        deposit  liabilities  as at  December  31,  1997  and 1996  follows  (in
        thousands):
<TABLE>

                                                        1997                    1996
                                                     ----------              ---------
<S>                                                  <C>                     <C>
        Future policy benefits:
        Long duration contracts                      $1,643,141              $1,565,362
        Short duration contracts                         19,610                  22,800
                                                     ----------             -----------
                                                     $1,662,751              $1,588,162
                                                      =========               =========

        Policyholder funds on deposit:
        Annuities                                    $2,703,407              $2,458,340
        Guaranteed investment contracts (GICs)          704,064                 744,284
        Universal life                                  100,801                  98,466
        Other investment contracts                        5,349                   7,118
                                                     ----------            ------------
                                                     $3,513,621              $3,308,208
                                                      =========               =========

</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
          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.  Interest rates on immediate/terminal  funding annuities
          are at a maximum of 12.2  percent  and grade to not  greater  than 7.5
          percent.

     (ii) Mortality  and  withdrawal  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
          13.7 percent.

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

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

     (ii) GICs have market value  withdrawal  provisions for any funds withdrawn
          other  than  benefit  responsive  payments.  Interest  rates  credited
          generally  range from 4.7 percent to 8.1 percent and maturities  range
          from 3 to 20 years.

     (iii)The universal  life funds have credited  interest rates of 5.9 percent
          to 7.5 percent and guarantees  ranging from 3.5 percent to 5.5 percent
          depending on the year of issue. Additionally, universal life funds are
          subject to  surrender  charges that amount to 11.0 percent of the fund
          balance and grade to zero over a period not longer than 20 years.

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

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

                                                                        Years ended December 31,
                                                                        ------------------------

                                                     1997                       1996                         1995
                                          ---------------------------  -------------------------   ----------------------
                                                       Percent                        Percent                         Percent
                                                         of                             of                              of
                                                       pre-tax                        pre-tax                         pre-tax
                                                      operating                      operating                       operating
                                           Amount      Income            Amount       Income          Amount          Income
                                         ----------    --------       ----------      --------       -------          --------
    <S>                                  <C>               <C>        <C>                <C>         <C>                <C>
        "Expected" income tax
              expense                    $ 30,352          35.0%      $ 17,140           35.0%       $ 14,287           35.0%
        State income tax                      487           0.6            578            1.2             609            1.5
        Other                                  91           0.1           (374)          (0.8)           (398)          (1.0)
                                         --------          ----       --------            ----       --------           ----
        Actual income
              tax expense                $ 30,930          35.7%      $ 17,344           35.4%       $ 14,498           35.5%
                                         ========          ====         ========         ====          ========         ====

</TABLE>
<PAGE>


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

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

                                                           Years ended December 31,
                                                            1997          1996
                                                            -----         -----
<S>                                                        <C>          <C>
     Deferred tax assets:
       Adjustments to mortgage loans and
             investment income due and accrued             $  6,619     $  5,321
       Adjustment to life reserves                           34,996       35,370
       Other                                                  2,065          363
                                                           --------     --------
                                                             43,680       41,054
                                                           --------     --------

     Deferred tax liabilities:
        Deferred policy acquisition costs                  $  1,647     $  1,437
        Fixed maturities discount                            11,710        9,816
        Unrealized appreciation on investments               99,504       72,979
Other                                                         1,719          267
                                                           --------     --------
                                                            114,580       84,499
                                                           --------     --------

      Net deferred tax liability                           $ 70,900     $ 43,445
                                                           ========     ========
</TABLE>

     (c)  At December 31, 1997,  accumulated earnings of the Company for Federal
          income   tax   purposes    include    approximately    $2,879,000   of
          "Policyholders'  Surplus" as defined under the Code.  Under provisions
          of the Code, "Policyholders' Surplus" has not been currently taxed but
          would be taxed at current rates if distributed to the Parent. There is
          no present intention to make cash distributions  from  "Policyholders'
          Surplus" and accordingly, no provision has been made for taxes on this
          amount.

     (d)  Income taxes paid in 1997,  1996,  and 1995  amounted to  $30,269,000,
          $25,353,000, and $19,056,000, respectively.

6.  Commitments and Contingent Liabilities
    --------------------------------------

     The Company,  in common with the insurance industry in general,  is subject
     to litigation,  including claims for punitive damages, in the normal course
     of their  business.  The Company does not believe that such litigation will
     have a material effect on its operating results and financial condition.

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

7.  Fair Value of Financial Instruments
    -----------------------------------

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

7.  Fair Value of Financial Instruments - (continued)
    -------------------------------------------------

     The  following  methods  and  assumptions  were  used  by  the  Company  in
     estimating the fair value of the financial instruments presented:

     Cash and short term  investments:  The  carrying  amounts  reported  in the
     balance sheet for these instruments approximate fair value.

     Fixed  maturities:  Fair values for fixed  maturity  securities  carried at
     market value are  generally  based upon quoted market  prices.  For certain
     fixed maturities for which market prices were not readily  available,  fair
     values were  estimated  using  values  obtained  from  independent  pricing
     services.

     Equity securities: Fair values for equity securities were based upon quoted
     market prices.

     Mortgage and policy  loans:  Where  practical,  the fair values of loans on
     real estate were estimated using  discounted cash flow  calculations  based
     upon the  Company's  current  incremental  lending  rates for similar  type
     loans.  The fair values of policy loans were not  calculated as the Company
     believes it would have to expend excessive costs for the benefits  derived.
     Therefore, the fair value of policy loans was estimated at carrying value.

     Interest  rate cap:  Fair values for the interest  rate cap were  estimated
     using values obtained from an independent pricing service.

     Policyholders'  funds on  deposit:  Fair  values of  policyholder  contract
     deposits were estimated using discounted cash flow calculations  based upon
     interest rates  currently  being offered for similar  contracts  consistent
     with those remaining for the contracts being valued.

     (b)  The fair value and  carrying  amounts of financial  instruments  is as
          follows (in thousands):
<TABLE>

           1997
           ----
                                                 Fair               Carrying
                                                 Value               Amount
                                              -----------        --------------
<S>                                          <C>                 <C>
        Cash and short-term investments      $     80,192        $      80,192
        Fixed maturities                        4,995,019            4,995,019
        Equity securities                          27,821               27,821
        Mortgage and policy loans                 599,353              565,203
        Interest rate cap                            -                      57

        Policyholders' funds on deposit        $3,586,022           $3,513,621

          1996
          ----
                                                   Fair             Carrying
                                                   Value             Amount
                                             ------------        --------------
        Cash and short-term investments      $     62,059        $      62,059
        Fixed maturities                        4,636,022            4,636,022
        Equity securities                          33,689               33,689
        Mortgage and policy loans                 533,981              524,533
        Interest rate cap                             226                  283

        Policyholders' funds on deposit        $3,366,450           $3,308,208
</TABLE>
<PAGE>

8.  Stockholders' Equity
    --------------------

    (a) The Company may not  distribute  dividends to the Parent  without  prior
        approval of regulatory agencies.  Generally,  this limits the payment of
        such  dividends  to an amount  which,  in the opinion of the  regulatory
        agencies, is warranted by the financial condition of the Company. During
        1997, no dividends were paid.

    (b) The Company's  stockholders'  equity as  determined  in accordance  with
        statutory accounting practices was $321,546,000 at December 31, 1997 and
        $254,169,000  at December 31,  1996.  Statutory  net income  amounted to
        $58,205,000,  $48,474,000  and  $49,059,000  for  1997,  1996 and  1995,
        respectively.


9.   Employee Benefits
     -----------------

    (a) The  Company   participates   with  its   affiliates   in  a  qualified,
        non-contributory,  defined benefit pension plan which is administered by
        the  Parent.  All  qualified  employees  who  have  attained  age 21 and
        completed   twelve  months  of   continuous   service  are  eligible  to
        participate in this plan. An employee with 5 or more years of service is
        entitled to pension  benefits  beginning  at normal  retirement  age 65.
        Benefits  are based  upon a  percentage  of average  final  compensation
        multiplied by years of credited  service limited to 44 years of credited
        service.   The  average  final   compensation   is  subject  to  certain
        limitations.  Annual funding  requirements  are determined  based on the
        "projected unit credit" cost method which  attributes a pro rata portion
        of the total projected benefit payable at normal retirement to each year
        of  credited  service.   Pension  expense  for  current  service  costs,
        retirement  and  termination  benefits for the years ended  December 31,
        1997, 1996 and 1995 were approximately $306,000,  $241,000 and $225,000,
        respectively.  The Parent's plans do not separately  identify  projected
        benefit  obligations  and  plan  assets  attributable  to  employees  of
        participating affiliates. The projected benefit obligations exceeded the
        plan assets at December 31, 1997 by $65,924,000.

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

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

    (c) On April 1, 1985,  the Parent  terminated and replaced its then existing
        U.S. pension plan, a contributory  qualified  defined benefit plan, with
        the current non-contributory  qualified defined benefit plan. Settlement
        of the  obligations  of the  prior  plan was  accomplished  through  the
        purchase of  annuities  from the Company for accrued  benefits as of the
        date of termination. Future policy benefits reserves in the accompanying
        balance sheet that relate to these annuity  contracts are $70,377,000 at
        December 31, 1997 and $73,866,000 at December 31, 1996.
<PAGE>


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

    (d) 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.

    (e) The Parent  applies  APB  Opinion  25  "Accounting  for Stock  issued to
        Employees"  and related  interpretations  in  accounting  for its plans.
        Employees of the Company  participate  in certain stock option and stock
        purchase plans of the Parent.  In general,  under the stock option plan,
        officers  and other key  employees  are granted  options to purchase AIG
        common  stock at a price not less than fair market  value at the date of
        grant.  In  general,  the stock  purchase  plan  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.

10. Leases
    -------

    (a) The  Company  occupies  leased  space in many  locations  under  various
        long-term  leases and has  entered  into  various  leases  covering  the
        long-term use of data  processing  equipment.  At December 31, 1997, the
        future minimum lease payments under operating leases were as follows:
<TABLE>

               Year                                Payments
               ----                                --------
             <S>                                   <C>
               1998                                $1,451
               1999                                   978
               2000                                   451
               2001                                   293
               2002                                   --
               Remaining years after 2002             --
                                                   ------

               Total                               $3,173
                                                   ======
</TABLE>

      Rent expense approximated  $1,398,000, $866,000 and $661,000 for the years
      ended December 31, 1997, 1996 and 1995, respectively.

     (b)  Sublease  Income  - The  Company  does  not  participate  in  sublease
          agreements.


11.  Reinsurance
     -----------

     (a)  The Company  reinsures  portions of its life and  accident  and health
          insurance risks with unaffiliated companies.  Life insurance risks are
          reinsured  primarily  under  coinsurance  and  yearly  renewable  term
          treaties.  Accident and health insurance risks are reinsured primarily
          under  coinsurance,  excess of loss and quota share treaties.  Amounts
          recoverable from reinsurers are estimated in a manner  consistent with
          the  assumptions  used  for the  underlying  policy  benefits  and are
          presented as a component of reinsurance assets. A contingent liability
          exists  with  respect  to  reinsurance  ceded to the  extent  that any
          reinsurer  is  unable  to  meet  the  obligations  assumed  under  the
          reinsurance  agreements.  The Company also  reinsures  portions of its
          life and accident and health insurance risks with affiliated companies
          (see Note 12).

<PAGE>

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

        The effect of all reinsurance contracts,  including reinsurance assumed,
        is as follows (in thousands, except percentages):
<TABLE>


                                                                                                                          Percentage
      December 31, 1997                                                                                                    of Amount
      -----------------                                                                                                    Assumed
                                               Gross             Ceded             Assumed              Net                to Net
                                            ----------         ---------          ---------          ----------        -----------
<S>                                         <C>                <C>                <C>                <C>                   <C>
Life Insurance in Force                     $4,900,999         $  408,340         $    3,061         $4,495,720            0.1%
                                            ==========         ==========         ==========         ==========
Premiums:
  Life                                          25,690              2,805                 83             22,968            0.4%
  Accident and Health                           16,266              6,470             22,449             32,245           69.6%
  Annuity                                       41,216               --                 --               41,216             --

Total Premiums                              $   83,172         $    9,275         $   22,532         $   96,429           23.4%
                                            ==========         ==========         ==========         ==========
</TABLE>
<TABLE>


                                                                                                                       Percentage
      December 31, 1996                                                                                                of Amount
      -----------------                                                                                                 Assumed
                                               Gross             Ceded             Assumed              Net             to Net
                                            ----------         ----------         ---------          ---------         ---------- 
<S>                                         <C>                <C>                <C>                <C>                   <C>

Life Insurance in Force                     $4,776,324         $  638,583         $    3,282         $4,141,023            0.1%
                                            ==========         ==========         ==========         ==========

Premiums:
  Life                                          25,625              3,788                 82             21,919            0.4%
  Accident and Health                           20,553              6,729             22,009             35,833           61.4%
  Annuity                                       92,441                721               --               91,720            --
                                            ----------         ----------         ----------         ===========

Total Premiums                              $  138,619         $   11,238         $   22,091         $  149,472           14.8%
                                            ==========         ==========         ==========        ===========

</TABLE>
<TABLE>
                                                                                                                       Percentage
      December 31, 1995                                                                                                of Amount
      -----------------                                                                                                 Assumed
                                               Gross             Ceded             Assumed              Net             to Net
                                            ----------         ----------         ---------          ---------         ----------
<S>                                         <C>                <C>                <C>                <C>                   <C>

        Life Insurance in Force             $4,415,460        $  711,025        $    3,574        $3,708,009           0.2%
                                            ==========        ==========        ==========        ==========

        Premiums:
          Life                                  25,938             3,368                 6            22,576            --
          Accident and Health                   22,136             8,034            20,822            34,924          59.6%
          Annuity                               27,496               639              --              26,857            --
                                            ----------        ----------        ----------        ----------

        Total Premiums                      $   75,570        $   12,041        $   20,828        $   84,357          24.7%
                                            ==========        ==========        ==========        ==========
</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 $6,110,000,  $7,176,000 and $7,667,000 respectively,  for
          each of the years ended December 31, 1997, 1996 and 1995.

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

<PAGE>

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

    (a) The  Company  is  party  to  several  reinsurance  agreements  with  its
        affiliates  covering  certain  life and  accident  and health  insurance
        risks.  Premium  income and commission  ceded to affiliates  amounted to
        $144,000 and $2,000, respectively, for the year ended December 31, 1997.
        Premium  income and  commission  ceded for 1996 amounted to $857,000 and
        $(2,000),  respectively.  Premium income and  commission  ceded for 1995
        amounted to $800,000  and  $(3,000),  respectively.  Premium  income and
        ceding commission expense assumed from affiliates aggregated $20,661,000
        and  $(602,000),  respectively,  for 1997,  compared to $20,764,000  and
        $(120,000),  respectively,  for 1996, and  $19,679,000  and  $(141,000),
        respectively, for 1995.

    (b) The Company provides life insurance  coverage to employees of the Parent
        and its domestic  subsidiaries in connection with the Parent's  employee
        benefit plans.  The statement of income includes  $5,769,000 in premiums
        relating to this business for 1997,  $5,142,000 for 1996, and $4,080,000
        for 1995.

    (c) The  Company  is party  to  several  cost  sharing  agreements  with its
        affiliates.  Generally,  these agreements  provide for the allocation of
        costs upon either the specific  identification  basis or a  proportional
        cost allocation  basis which management  believes to be reasonable.  For
        the years  ended  December  31,  1997,  1996 and 1995,  the  Company was
        charged  $22,079,000,  $24,204,000 and  $19,148,000,  respectively,  for
        expenses  attributed to the Company but incurred by  affiliates.  During
        the same period,  the Company  received  reimbursements  from affiliates
        aggregating $26,941,000, $21,198,000 and $20,920,000,  respectively, for
        costs incurred by the Company but attributable to affiliates.

    (d) During  1997,  a  reinsurance  treaty  between the Company and  Delaware
        American  Life  Insurance   Company  (Delam)  covering  certain  annuity
        policies was terminated.  Upon  cancellation  of this agreement,  assets
        totaling $24,030,000 were transferred from Delam to the Company.

<PAGE>


            AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
                                 BALANCE SHEETS
                                 (in thousands)
<TABLE>


                                                                             March 31,            December 31,
                                                                               1998                   1997
                                                                           ------------          -------------
                                                                            (unaudited)
<S>                                                                        <C>                   <C>         
Assets

Investments and cash:
     Fixed maturities:

        Bonds available for sale, at market value                          $  4,988,579          $  4,995,019
        (cost: 1998-$4,740,978: 1997 - $4,712,085)
     Equity securities:
         Common stock
         (cost: 1998-$13,568: 1997 - $13,568)                                    27,163                27,254
         Non-redeemable preferred stocks
         (cost: 1998-$565; 1997 - $565)                                             592                   567
Mortgage loans on real estate, net                                              549,895               554,521
Real estate, net of accumulated
 depreciation of $7,017 in 1998; and $6,823 in 1997                              25,256                25,450
Policy loans                                                                     10,794                10,682
Other invested assets                                                            63,491                58,048
Short-term investments                                                           63,532                79,893
Cash                                                                              4,529                   299
                                                                          -------------        --------------

    Total investments and cash                                                5,733,831             5,751,733


Amounts due from related parties                                                  3,724                 4,802
Investment income due and accrued                                                85,883                82,331
Premium and insurance balances receivable-net                                    19,666                13,459
Reinsurance assets                                                               23,877                20,609
Deferred policy acquisition costs                                                40,753                39,748
Separate and variable accounts                                                  279,086               241,541
Other assets                                                                      2,410                 2,020
                                                                         --------------        --------------

                                    Total assets                          $   6,189,230          $  6,156,243
                                                                           ============           ===========


                 See accompanying notes to financial statements.


</TABLE>
<PAGE>

<TABLE>

            AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
                                 BALANCE SHEETS
                      (in thousands, except share amounts)


                                                                           March 31,             December 31,
                                                                             1998                     1997
                                                                           ---------             ------------
                                                                          (unaudited)
<S>                                                                        <C>                    <C>          
Liabilities

  Policyholders' funds on deposit                                          $  3,498,930           $   3,513,621
  Future policy benefits                                                      1,671,341               1,662,751
  Reserve for unearned premiums                                                   7,952                   6,021
  Policy and contract claims                                                     52,312                  45,195
  Reserve for commissions, expenses and taxes                                     4,937                   4,568
  Insurance balances payable                                                      9,657                   4,624
  Federal income tax payable                                                      5,747                   3,071
  Deferred income taxes                                                          59,395                  70,900
  Amounts due to related parties                                                  5,044                   4,491
  Separate and variable accounts                                                279,086                 241,541
  Other liabilities                                                              31,311                  24,277
                                                                          -------------           -------------


                                    Total liabilities                        5,625,712                5,581,060
                                                                          -------------             -----------


Stockholders' Equity

  Common stock, $200 par value; 16,125 shares
       authorized, issued and outstanding                                         3,225                   3,225
  Additional paid-in capital                                                    197,025                 197,025
  Unrealized appreciation (depreciation) of investments, net
   of taxes of $113,493 in 1998 and $128,504 in 1997;                           164,294                 184,681
  Retained earnings                                                             198,974                 190,252
                                                                           ------------           -------------

                                    Total stockholders' equity                  563,518                 575,183
                                                                           ------------            ------------


       
Total liabilities and stockholders' equity                                 $  6,189,230             $ 6,156,243
                                                                            ===========              ==========

</TABLE>

                 See accompanying notes to financial statements.
<PAGE>


<TABLE>


            AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
                              STATEMENTS OF INCOME
                                 (in thousands)
                                   (unaudited)

                                                                               For the three months ended March 31,
                                                                                1998                          1997
                                                                                ----                          ----
<S>                                                                         <C>                          <C>   

Revenues:
  Premiums                                                                 $    26,036                 $     18,809  
  Net investment income                                                        110,980                      105,448
  Realized capital (losses) gains                                               (1,500)                       1,368
                                                                           -----------                 ------------



                     Total revenues                                            135,516                      125,625
                                                                             ---------                    ---------



Benefits and expenses:
  Benefits to policyholders                                                     43,497                       39,481
  Increase in future policy benefits
   and policyholders' funds on deposit                                          64,548                       29,164
  Acquisition and insurance expenses                                            14,008                       14,813
                                                                            ----------                   ----------


                    Total benefits and expenses                                122,053                       83,458
                                                                             ---------                   ----------


Income before income taxes                                                      13,463                       42,167
                                                                            ----------                   ----------

Income taxes (benefits):
   Current                                                                       5,236                        7,966
   Deferred                                                                       (495)                       6,874
                                                                           -----------                  -----------

                    Total income taxes                                           4,741                       14,840
                                                                            ----------                   ----------

Net income                                                                  $    8,722                   $   27,327
                                                                             =========                    =========

</TABLE>

                 See accompanying notes to financial statements.



<PAGE>

            AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                                 (in thousands)

<TABLE>


                                                                                 March 31,             December 31,
                                                                                   1998                    1997
                                                                              ------------             ------------  
                                                                               (unaudited)
<S>                                                                          <C>                      <C>  

Common Stock

  
Balance at beginning of year                                                 $       3,225            $       3,225
                                                                              ------------             ------------

Balance at end of year                                                               3,225                    3,225
                                                                              ------------              -----------



Additional paid-in capital

Balance at beginning of year:                                                      197,025                  197,025
                                                                                ----------               ----------


Balance at end of year                                                             197,025                  197,025
                                                                                ----------               ----------




Unrealized appreciation (depreciation)
 of investments, net
 Balance at beginning of year                                                      184,681                  135,431
 Change during year                                                                (35,397)                 104,775
 Changes due to deferred income tax benefit
       (expense) and future policy benefits                                         15,010                  (55,525)
                                                                               -----------             -------------

  Balance at end of year                                                           164,294                  184,681
                                                                                ----------               ----------


Retained earnings
  Balance at beginning of year                                                     190,252                  134,461
  Net income                                                                         8,722                   55,791
                                                                              ------------              -----------


  Balance at end of year                                                           198,974                  190,252
                                                                                ----------               ----------

               Total stockholders' equity                                      $   563,518              $   575,183
                                                                                ==========               ==========

</TABLE>

                 See accompanying notes to financial statements.

<PAGE>

<TABLE>
           AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                  (unaudited)

                                                                                  For the three months ended March 31,
                                                                                        1998                       1997
                                                                                   -----------               ------------
<S>                                                                              <C>                        <C>
Cash flows from operating activities:
 Net income                                                                      $      8,722               $     27,327

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                                                          21,638                      7,216
 Change in premiums and insurance balances
  receivable and payable -net                                                          (1,172)                    (3,018)
 Change in reinsurance assets                                                          (3,267)                      (391)
 Change in deferred policy acquisition costs                                           (1,006)                      (821)
 Change in investment income due and accrued                                           (3,552)                    (5,216)
 Realized capital gains                                                                 1,500                     (1,367)
 Change in current and deferred income taxes -net                                       2,182                     10,992
 Change in reserves for commissions, expenses and taxes                                   369                       (559)
 Change in other assets and liabilities - net                                           6,506                     (1,160)
                                                                                  -----------                -----------
Total adjustments                                                                      23,198                      5,676
                                                                                   ----------                -----------
 Net cash provided by operating activities                                             31,920                     33,003
                                                                                   ----------                 ----------

Cash flows from investing activities:
 Cost of fixed maturities, at market sold                                              53,411                     68,153
 Cost of fixed maturities, at market matured or redeemed                              140,498                     52,593
 Cost of equity securities sold                                                             -                      7,400
 Realized capital gains                                                                (1,500)                     3,367
 Purchase of fixed maturities                                                        (216,223)                  (297,639)
 Purchase of equity securities                                                              -                     (3,000)
 Mortgage loans granted                                                                (8,709)                   (23,958)
 Repayments of mortgage loans                                                          13,360                      2,713
 Change in policy loans                                                                  (112)                      (241)
 Change in short-term investments                                                      16,361                     31,275
 Change in other invested assets                                                       (4,393)                     4,152
 Other - net                                                                           (5,691)                    (4,542)
                                                                                  -----------                -----------
  Net cash used in investing activities                                               (12,998)                  (159,727)
                                                                                   ----------                  ---------

Cash flows from financing activities:
 Change in policyholders' funds on deposit                                            (14,692)                   125,413
                                                                                   ----------                  ---------
    Net cash (used in) provided by financing activities                               (14,692)                   125,413
                                                                                   ----------                  ---------

Change in cash                                                                          4,230                     (1,311)
Cash at beginning of year                                                                 299                      1,726
                                                                                 ------------                -----------
Cash at end of year                                                              $      4,529              $         415
                                                                                  ===========               ============
</TABLE>

                 See accompanying notes to financial statements.
<PAGE>



            AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
                          NOTES TO FINANCIAL STATEMENTS

1.  Summary of Significant Accounting Policies

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


<PAGE>

                               REPORT OF INDEPENDENT ACCOUNTANTS


To the Contract Owners of
American International Life Assurance Company of New York
Variable Separate Account B

We have audited the accompanying statement of assets and liabilities of American
International  Life Assurance  Company of New York Variable  Separate  Account B
comprising  the  Fidelity  Money  Market,  Asset  Manager,  Contrafund,  Growth,
Overseas,  Investment  Grade Bond,  High Income;  the Dreyfus Stock Index,  Zero
Coupon 2000, Small Company Stock;  the Alliance Growth and Income,  Conservative
Investors,  Growth, Growth Investors,  Quasar, Technology,  Global Bond, Premier
Growth; the Van Eck Worldwide Hard Asset, Worldwide Balanced, Worldwide Emerging
Markets;  the Weiss,  Peck & Greer Tomorrow  Short-Term,  Tomorrow  Medium-Term,
Tomorrow Long-Term;  and the AIM International  Equity and Capital  Appreciation
Subaccounts as of December 31, 1997, and the related statement of operations for
the year then ended and the  statement  of changes in net assets for each of the
two years then ended.  These financial  statements are the responsibility of the
management of the Variable Separate Account B. Our  responsibility is to express
an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of investments held at December 31, 1997 by correspondence with the
transfer agents. An audit also includes assessing the accounting principles used
and significant estimates made by management,  as well as evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of American  International Life
Assurance  Company of New York  Variable  Separate  Account B as of December 31,
1997,  and the results of its operations for the year then ended and the changes
in its net  assets  for each of the two  years  then  ended in  conformity  with
generally accepted accounting principles.

/s/PricewaterhouseCoopers LLP
COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 4, 1998

<PAGE>
                  AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
                              OF NEW YORK (AI LIFE)
                               VARIABLE ACCOUNT B

                       STATEMENT OF ASSETS AND LIABILITIES
                                DECEMBER 31, 1997
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------

ASSETS:
                Investments at Market Value:

                                                                           Shares             Cost            Market Value
                                                                    ----------------------------------------------------------
                      <S>                                            <C>                 <C>                 <C>
                      Fidelity
                        Money Market Portfolio                             347,341.420    $      347,341      $      347,341
                        Asset Manager Portfolio                              6,693.895           114,680             120,556
                        Growth Portfolio                                    13,771.483           445,019             510,921
                        Overseas Portfolio                                   5,704.136           109,306             109,518
                        Investment Grade Bond Portfolio                        736.585             8,965               9,252
                        High Income Portfolio                                2,678.822            33,973              36,381
                      Dreyfus
                        Stock Index Portfolio                                8,145.257           199,423             209,742
                        Zero Coupon 2000 Portfolio                           1,388.106            17,177              17,074
                        Small Company Stock Portfolio                          167.539             2,760               2,703
                      Alliance
                        Growth & Income Portfolio                            9,130.692           169,508             181,974
                        Conservative Investors Portfolio                       847.308            10,374              11,100
                        Growth Portfolio                                    10,597.802           214,715             237,603
                        Growth Investors Portfolio                           4,839.769            68,420              69,596
                        Technology Portfolio                                 4,148.628            53,324              48,621
                        Quasar Portfolio                                     8,140.493            99,864             102,652
                      Van Eck
                        Worldwide Hard Assets Portfolio                        957.858            15,595              15,046
                        Worldwide Balanced Portfolio                        25,392.080           304,853             305,466
                      Weiss, Peck & Greer
                        Tomorrow Short Term Portfolio                          784.063             8,093               7,699
                        Tomorrow Long Term Portfolio                           129.874               937               1,047
                                                                                         -----------------  -----------------

                      Total Investments                                                      $ 2,224,327           2,344,292
                                                                                                            ------------------
                           Total Assets                                                                          $ 2,344,292
                                                                                                            ==================

EQUITY:
                Contract Owners' Equity                                                                          $ 2,344,292
                                                                                                            ------------------
                           Total Equity                                                                          $ 2,344,292
                                                                                                            ==================
</TABLE>
                        See Notes to Financial Statements
<PAGE>

                  AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
                              OF NEW YORK (AI LIFE)
                               VARIABLE ACCOUNT B

                             STATEMENT OF OPERATIONS
                      For The Year Ended December 31, 1997
<TABLE>
<CAPTION>
                                                                                     Fidelity              Fidelity
                                                                                      Money                 Asset
                                                                                      Market               Manager
                                                                  Total             Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                           <C>                  <C>                  <C>
Investment Income (Loss):
    Dividends                                                       $45,998               $8,541                 $3,743
Expenses:
    Mortality & Expense Risk Fees                                    11,692                1,429                    570
                                                              --------------      ---------------      -----------------
Net Investment Income (Loss)                                         34,306                7,112                  3,173
                                                              --------------      ---------------      -----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                     39,889                    0                  1,667
    Change in Unrealized Appreciation
        (Depreciation)                                              110,827                    0                  4,615
                                                              --------------      ---------------      -----------------
    Net Gain (Loss) on Investments                                  150,716                    0                  6,282
                                                              --------------      ---------------      -----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                      $185,022               $7,112                 $9,455
                                                              ==============      ===============      =================
</TABLE>
<TABLE>
<CAPTION>
                                                                                                           Fidelity
                                                                                                          Investment
                                                                Fidelity             Fidelity               Grade
                                                                 Growth              Overseas                Bond
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                          <C>                  <C>                  <C>
Investment Income (Loss):
    Dividends                                                        $8,491               $4,372                   $309
Expenses:
    Mortality & Expense Risk Fees                                     3,367                  706                     74
                                                              --------------      ---------------      -----------------
Net Investment Income (Loss)                                          5,124                3,666                    235
                                                              --------------      ---------------      -----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                      3,512                  603                    265
    Change in Unrealized Appreciation
        (Depreciation)                                               63,333               (1,457)                   170
                                                              --------------      ---------------      -----------------
    Net Gain (Loss) on Investments                                   66,845                 (854)                   435
                                                              --------------      ---------------      -----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                       $71,969               $2,812                   $670
                                                              ==============      ===============      =================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                                                           Dreyfus
                                                                Fidelity             Dreyfus                 Zero
                                                                  High                Stock                 Coupon
                                                                 Income               Index                  2000
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                          <C>                  <C>                  <C>
Investment Income (Loss):
    Dividends                                                        $1,172               $6,063                 $1,067
Expenses:
    Mortality & Expense Risk Fees                                       226                  752                    144
                                                              --------------      ---------------      -----------------
Net Investment Income (Loss)                                            946                5,311                    923
                                                              --------------      ---------------      -----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                        788                5,451                     (7)
    Change in Unrealized Appreciation
        (Depreciation)                                                2,222                9,964                     37
                                                              --------------      ---------------      -----------------
    Net Gain (Loss) on Investments                                    3,010               15,415                     30
                                                              --------------      ---------------      -----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                        $3,956              $20,726                   $953
                                                              ==============      ===============      =================
</TABLE>
<TABLE>
<CAPTION>
                                                                 Dreyfus             Alliance
                                                                  Small               Growth               Alliance
                                                                 Company                &                Conservative
                                                                  Stock               Income              Investors
                                                                Portfolio           Portfolio             Portfolio
                                                             --------------      ---------------      -----------------
<S>                                                          <C>                  <C>                  <C>
Investment Income (Loss):
    Dividends                                                           $42               $5,217                   $251
Expenses:
    Mortality & Expense Risk Fees                                         3                  865                     86
                                                              --------------      ---------------      -----------------
Net Investment Income (Loss)                                             39                4,352                    165
                                                              --------------      ---------------      -----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                         (8)               5,064                     82
    Change in Unrealized Appreciation
        (Depreciation)                                                  (57)              10,957                    716
                                                              --------------      ---------------      -----------------
    Net Gain (Loss) on Investments                                      (65)              16,021                    798
                                                              --------------      ---------------      -----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                          ($26)             $20,373                   $963
                                                              ==============      ===============      =================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                                     Alliance
                                                                Alliance              Growth               Alliance
                                                                 Growth             Investors             Technology
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                           <C>                  <C>                  <C>
Investment Income (Loss):
    Dividends                                                        $4,861                 $553                    $83
Expenses:
    Mortality & Expense Risk Fees                                     1,083                  279                    208
                                                              --------------      ---------------      -----------------
Net Investment Income (Loss)                                          3,778                  274                   (125)
                                                              --------------      ---------------      -----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                      8,313                  771                  4,378
    Change in Unrealized Appreciation
        (Depreciation)                                               21,956                1,169                 (4,702)
                                                              --------------      ---------------      -----------------
    Net Gain (Loss) on Investments                                   30,269                1,940                   (324)
                                                              --------------      ---------------      -----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                       $34,047               $2,214                  ($449)
                                                              ==============      ===============      =================
</TABLE>
<TABLE>
<CAPTION>
                                                                                      VanEck
                                                                                    Worldwide               VanEck
                                                                Alliance               Hard               Worldwide
                                                                 Quasar               Assets               Balanced
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                           <C>                  <C>                  <C>
Investment Income (Loss):
    Dividends                                                           $24                 $183                   $157
Expenses:
    Mortality & Expense Risk Fees                                       421                   84                  1,361
                                                              --------------      ---------------      -----------------
Net Investment Income (Loss)                                           (397)                  99                 (1,204)
                                                              --------------      ---------------      -----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                      3,669                   19                  5,206
    Change in Unrealized Appreciation
        (Depreciation)                                                2,787                 (732)                   132
                                                              --------------      ---------------      -----------------
    Net Gain (Loss) on Investments                                    6,456                 (713)                 5,338
                                                              --------------      ---------------      -----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                        $6,059                ($614)                $4,134
                                                              ==============      ===============      =================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                  WP&G                 WP&G
                                                                Tomorrow             Tomorrow
                                                                  Short                Long
                                                                  Term                 Term
                                                                Portfolio           Portfolio
                                                              --------------      ---------------
<S>                                                           <C>                  <C>
Investment Income (Loss):
    Dividends                                                          $782                  $87
Expenses:
    Mortality & Expense Risk Fees                                        26                    8
                                                              --------------      ---------------
Net Investment Income (Loss)                                            756                   79
                                                              --------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                          3                  113
    Change in Unrealized Appreciation
        (Depreciation)                                                 (394)                 111
                                                              --------------      ---------------
    Net Gain (Loss) on Investments                                     (391)                 224
                                                              --------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                          $365                 $303
                                                              ==============      ===============
</TABLE>
                               See Notes to Financial Statements
<PAGE>

                  AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
                              OF NEW YORK (AI LIFE)
                               VARIABLE ACCOUNT B

                       STATEMENT  OF CHANGES  IN NET ASSETS
                               For The Years Ended
                     December 31, 1997 and December 31, 1996
<TABLE>
<CAPTION>
                                                                                  1997
                                                                                     Fidelity              Fidelity
                                                                                      Money                 Asset
                                                                                      Market               Manager
                                                                  Total             Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                           <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                    $34,306               $7,112                 $3,173
    Realized Gain (Loss) on Investment Activity                      39,889                    0                  1,667
    Change in Unrealized Appreciation
        (Depreciation) of Investments                               110,827                    0                  4,615
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                 185,022                7,112                  9,455
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                             1,973,798              328,718                110,228
    Cost Of Insurance Charge                                       (226,161)             (51,240)               (14,287)
    Policy Loans                                                    (77,556)             (14,774)                (7,298)
    Transfers Between Funds                                          13,054               (1,709)                 4,720
    Contract Withdrawals                                             (5,229)                (198)                  (116)
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                     1,677,906              260,797                 93,247
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                           1,862,928              267,909                102,702
Net Assets, at Beginning of Year                                    481,364               79,432                 17,854
                                                              -------------       --------------       ----------------
Net Assets, at End of Year                                       $2,344,292             $347,341               $120,556
                                                              ==============      ===============      =================
</TABLE>
<TABLE>
<CAPTION>
                                                                                                           Fidelity
                                                                                                          Investment
                                                                Fidelity             Fidelity               Grade
                                                                 Growth              Overseas                Bond
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                           <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                     $5,124               $3,666                   $235
    Realized Gain (Loss) on Investment Activity                       3,512                  603                    265
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                63,333               (1,457)                   170
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                  71,969                2,812                    670
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                               286,808               76,955                 13,858
    Cost Of Insurance Charge                                        (41,435)              (9,851)                (2,375)
    Policy Loans                                                    (15,118)              (5,182)                (7,099)
    Transfers Between Funds                                             278                   18                    182
    Contract Withdrawals                                             (2,785)                (902)                     0
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                       227,748               61,038                  4,566
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                             299,717               63,850                  5,236
Net Assets, at Beginning of Year                                    211,204               45,668                  4,016
                                                               --------------      ---------------      -----------------
Net Assets, at End of Year                                         $510,921             $109,518                 $9,252
                                                              ==============      ===============      =================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                                                           Dreyfus
                                                                Fidelity             Dreyfus                 Zero
                                                                  High                Stock                 Coupon
                                                                 Income               Index                  2000
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                          <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                       $946               $5,311                   $923
    Realized Gain (Loss) on Investment Activity                         788                5,451                     (7)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                 2,222                9,964                     37
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                   3,956               20,726                    953
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                                39,198              171,435                  1,040
    Cost Of Insurance Charge                                         (5,194)             (18,820)                  (423)
    Policy Loans                                                    (12,730)                (422)                     0
    Transfers Between Funds                                             417                  405                     33
    Contract Withdrawals                                                (57)                (160)                     0
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                        21,634              152,438                    650
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                              25,590              173,164                  1,603
Net Assets, at Beginning of Year                                     10,791               36,578                 15,471
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                          $36,381             $209,742                $17,074
                                                              ==============      ===============      =================
</TABLE>
<TABLE>
<CAPTION>
                                                                 Dreyfus             Alliance
                                                                  Small               Growth               Alliance
                                                                 Company                &                Conservative
                                                                  Stock               Income              Investors
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                           <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                        $39               $4,352                   $165
    Realized Gain (Loss) on Investment Activity                          (8)               5,064                     82
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                   (57)              10,957                    716
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                     (26)              20,373                    963
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                                 2,927              155,822                 11,790
    Cost Of Insurance Charge                                           (200)             (18,272)                (2,325)
    Policy Loans                                                          0               (5,312)                     0
    Transfers Between Funds                                               2                  970                    (13)
    Contract Withdrawals                                                  0                  (16)                     0
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                         2,729              133,192                  9,452
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                               2,703              153,565                 10,415
Net Assets, at Beginning of Year                                          -               28,409                    685
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                           $2,703             $181,974                $11,100
                                                              ==============      ===============      =================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                                     Alliance
                                                                Alliance              Growth               Alliance
                                                                 Growth             Investors             Technology
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                           <C>                  <C>                  <C>
Increase (Decrease) in Net Assets 
Operations:
    Net Investment Income (Loss)                                     $3,778                 $274                  ($125)
    Realized Gain (Loss) on Investment Activity                       8,313                  771                  4,378
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                21,956                1,169                 (4,702)
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                  34,047                2,214                   (449)
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                               219,525               66,462                 53,277
    Cost Of Insurance Charge                                        (28,090)              (3,029)                (5,173)
    Policy Loans                                                     (4,108)                   0                      0
    Transfers Between Funds                                           2,212                  385                    966
    Contract Withdrawals                                               (995)                   0                      0
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                       188,544               63,818                 49,070
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                             222,591               66,032                 48,621
Net Assets, at Beginning of Year                                     15,012                3,564                      -
                                                               --------------      ---------------      -----------------
Net Assets, at End of Year                                         $237,603              $69,596                $48,621
                                                              ==============      ===============      =================
</TABLE>
<TABLE>
<CAPTION>
                                                                                      VanEck
                                                                                    Worldwide               VanEck
                                                                Alliance               Hard               Worldwide
                                                                 Quasar               Assets               Balanced
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                           <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                      ($397)                 $99                ($1,204)
    Realized Gain (Loss) on Investment Activity                       3,669                   19                  5,206
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                 2,787                 (732)                   132
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                   6,059                 (614)                 4,134
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                               101,953               12,838                312,493
    Cost Of Insurance Charge                                         (6,790)              (2,615)               (15,171)
    Policy Loans                                                          0                    0                 (5,513)
    Transfers Between Funds                                           1,395                  278                  2,037
    Contract Withdrawals                                                  0                    0                      0
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                        96,558               10,501                293,846
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                             102,617                9,887                297,980
Net Assets, at Beginning of Year                                         35                5,159                  7,486
                                                               --------------      ---------------      -----------------
Net Assets, at End of Year                                         $102,652              $15,046               $305,466
                                                              ==============      ===============      =================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                  WP&G                 WP&G
                                                                Tomorrow             Tomorrow
                                                                  Short                Long
                                                                  Term                 Term
                                                                Portfolio           Portfolio
                                                              --------------      ---------------
<S>                                                            <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                       $756                  $79
    Realized Gain (Loss) on Investment Activity                           3                  113
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                  (394)                 111
                                                              --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                     365                  303
                                                              --------------      ---------------

Capital Transactions:
    Contract Deposits                                                 7,024                1,447
    Cost Of Insurance Charge                                           (167)                (704)
    Policy Loans                                                          0                    0
    Transfers Between Funds                                             477                    1
    Contract Withdrawals                                                  0                    0
                                                              --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                         7,334                  744
                                                              --------------      ---------------
Total Increase (Decrease) in Net Assets                               7,699                1,047
Net Assets, at Beginning of Year                                          0                    0
                                                              --------------      ---------------
Net Assets, at End of Year                                           $7,699               $1,047
                                                              ==============      ===============
</TABLE>
                               See Notes to Financial Statements
<PAGE>
<TABLE>
<CAPTION>
                                                                              1996
                                                                                     Fidelity              Fidelity
                                                                                      Money                 Asset
                                                                                      Market               Manager
                                                                  Total             Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                           <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                     $2,965               $2,443                    $78
    Realized Gain (Loss) on Investment Activity                       4,264                    0                     13
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                 9,150                    0                  1,265
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                  16,379                2,443                  1,356
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                               542,276              126,690                 21,155
    Cost Of Insurance Charge                                        (41,586)             (12,806)                (4,887)
    Policy Loans                                                    (38,452)             (37,252)                     0
    Transfers Between Funds                                               0                    0                      0
    Contract Withdrawals                                                  0                    0                      0
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                       462,238               76,632                 16,268
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                             478,617               79,075                 17,624
Net Assets, at Beginning of Year                                      2,747                  357                    230
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                         $481,364              $79,432                $17,854
                                                              ==============      ===============      =================
</TABLE>
<TABLE>
<CAPTION>
                                                                                                           Fidelity
                                                                                                          Investment
                                                                Fidelity             Fidelity               Grade
                                                                 Growth              Overseas                Bond
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                          <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                      ($654)               ($139)                   ($2)
    Realized Gain (Loss) on Investment Activity                       1,556                  598                      2
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                 2,571                1,673                    118
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                   3,473                2,132                    118
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                               217,327               46,221                  4,642
    Cost Of Insurance Charge                                         (9,691)              (2,916)                  (675)
    Policy Loans                                                          0                    0                   (299)
    Transfers Between Funds                                               0                    0                      0
    Contract Withdrawals                                                  0                    0                      0
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                       207,636               43,305                  3,668
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                             211,109               45,437                  3,786
Net Assets, at Beginning of Year                                         95                  231                    230
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                         $211,204              $45,668                 $4,016
                                                              ==============      ===============      =================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                                                           Dreyfus
                                                                Fidelity             Dreyfus                 Zero
                                                                  High                Stock                 Coupon
                                                                 Income               Index                  2000
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                          <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                       ($30)                $599                   $157
    Realized Gain (Loss) on Investment Activity                         336                1,105                     13
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                   185                  359                   (141)
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                     491                2,063                     29
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                                11,278               36,650                 15,544
    Cost Of Insurance Charge                                         (1,092)              (2,473)                  (102)
    Policy Loans                                                          0                    0                      0
    Transfers Between Funds                                               0                    0                      0
    Contract Withdrawals                                                  0                    0                      0
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                        10,186               34,177                 15,442
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                              10,677               36,240                 15,471
Net Assets, at Beginning of Year                                        114                  338                      0
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                          $10,791              $36,578                $15,471
                                                              ==============      ===============      =================
</TABLE>
<TABLE>
<CAPTION>
                                                                 Dreyfus             Alliance
                                                                  Small               Growth               Alliance
                                                                 Company                &                Conservative
                                                                  Stock               Income              Investors
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                          <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                         $0                 $526                     $0
    Realized Gain (Loss) on Investment Activity                           0                  283                     (2)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                     0                1,509                     12
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                       0                2,318                     10
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                                     0               27,808                    498
    Cost Of Insurance Charge                                              0               (1,717)                  (167)
    Policy Loans                                                          0                    0                      0
    Transfers Between Funds                                               0                    0                      0
    Contract Withdrawals                                                  0                    0                      0
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                             0               26,091                    331
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                                   0               28,409                    341
Net Assets, at Beginning of Year                                          0                    0                    344
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                               $0              $28,409                   $685
                                                              ==============      ===============      =================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                                     Alliance
                                                                Alliance              Growth               Alliance
                                                                 Growth             Investors             Technology
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                           <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                        $19                  ($4)                    $0
    Realized Gain (Loss) on Investment Activity                         339                    4                      0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                   924                    7                      0
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                   1,282                    7                      0
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                                17,203                3,751                      0
    Cost Of Insurance Charge                                         (2,923)                (309)                     0
    Policy Loans                                                       (901)                   0                      0
    Transfers Between Funds                                               0                    0                      0
    Contract Withdrawals                                                  0                    0                      0
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                        13,379                3,442                      0
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                              14,661                3,449                      0
Net Assets, at Beginning of Year                                        351                  115                      0
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                          $15,012               $3,564                     $0
                                                              ==============      ===============      =================
</TABLE>
<TABLE>
<CAPTION>
                                                                                      VanEck
                                                                                    Worldwide               VanEck
                                                                Alliance               Hard               Worldwide
                                                                 Quasar               Assets               Balanced
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                           <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                         $0                   $5                   ($33)
    Realized Gain (Loss) on Investment Activity                           0                  (22)                    39
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                     0                  187                    481
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                       0                  170                    487
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                                    35                5,437                  8,037
    Cost Of Insurance Charge                                              0                 (562)                (1,266)
    Policy Loans                                                          0                    0                      0
    Transfers Between Funds                                               0                    0                      0
    Contract Withdrawals                                                  0                    0                      0
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                            35                4,875                  6,771
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                                  35                5,045                  7,258
Net Assets, at Beginning of Year                                          0                  114                    228
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                              $35               $5,159                 $7,486
                                                              ==============      ===============      =================
</TABLE>
<PAGE>

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

Capital Transactions:
    Contract Deposits                                                     0                    0
    Cost Of Insurance Charge                                              0                    0
    Policy Loans                                                          0                    0
    Transfers Between Funds                                               0                    0
    Contract Withdrawals                                                  0                    0
                                                              --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                             0                    0
                                                              --------------      ---------------
Total Increase (Decrease) in Net Assets                                   0                    0
Net Assets, at Beginning of Year                                          0                    0
                                                              --------------      ---------------
Net Assets, at End of Year                                               $0                   $0
                                                              ==============      ===============
</TABLE>
                        See Notes to Financial Statements
<PAGE>


                         AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
                                     OF NEW YORK (AI LIFE)
                                       VARIABLE ACCOUNT B

                                 NOTES TO FINANCIAL STATEMENTS

1. History

Variable Account B (the "Account") is a separate  investment account established
under the  provisions of New York Insurance Law by American  International  Life
Assurance  Company of New York (the  "Company"),  a  wholly-owned  subsidiary of
American  International  Group,  Inc. The Account  operates as a unit investment
trust  registered  under the  Investment  Company Act of 1940,  as amended,  and
supports the operations of the Company's  individual  flexible  premium variable
universal life insurance policies (the "policies").

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

Alliance Fund:                              Fidelity Trust:
         Growth & Income Portfolio               Money Market Portfolio
         Conservative Investors Portfolio        High Income Portfolio
         Growth Portfolio                        Growth Portfolio
         Growth Investors Portfolio              Overseas Portfolio
         Quasar Portfolio
         Technology Portfolio
         Global Bond Portfolio
         Premier Growth Portfolio

AIM Fund:                                   Fidelity Trust II:
         International Equity  Portfolio         Investment Grade Bond Portfolio
         Capital  Appreciation  Portfolio        Asset Manager Portfolio
                                                 Contrafund Portfolio

Dreyfus Fund:                               Weiss, Peck & Greer Tomorrow Funds:
         Zero Coupon 2000  Portfolio             Tomorrow Long Term Portfolio
         Stock Index  Portfolio                  Tomorrow Medium Term  Portfolio
         Small Company Stock Portfolio           Tomorrow Short Term  Portfolio

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

The Account commenced operations on May 4, 1995.

The assets of the Account are the  property of the  Company.  The portion of the
Account's  assets  applicable  to the  policies  are  not  chargeable  with  the
liabilities arising out of any other business conducted by the Company.

In  addition  to the  Account,  policy  owners may also  allocate  assets of the
policies  to the  Guaranteed  Account,  which is part of the  Company's  general
account.  Amounts  allocated  to the  Guaranteed  Account  are  credited  with a
guaranteed rate of interest.  Because of exemptive and exclusionary  provisions,
interests  in  the  Guaranteed  Account  have  not  been  registered  under  the
Securities Act of 1933, and the Guaranteed Account has not been registered as an
investment company under the Investment Company Act of 1940.

<PAGE>


                         AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
                                     OF NEW YORK (AI LIFE)
                                       VARIABLE ACCOUNT B

                           NOTES TO FINANCIAL STATEMENTS (continued)

2. Summary of Significant Accounting Policies

The following is a summary of significant  accounting  policies  followed by the
Account in preparation of the financial  statements in conformity with generally
accepted accounting principles.

A.  Investment  Valuation  - The  investments  in the Funds are stated at market
value  which  is the  net  asset  value  of  each of the  respective  series  as
determined  at the close of business on the last  business  day of the period by
the Fund.

B. Accounting for Investments - Investment transactions are accounted for on the
date the investments  are purchased or sold.  Dividend income is recorded on the
ex-dividend date.

C.  Federal  Income  Taxes - The  Company is taxed  under  federal law as a life
insurance company.  The Account is part of the Company's total operations and is
not taxed  separately.  Under  existing  federal  law,  no taxes are  payable on
investment income and realized capital gains of the Account.

D. The preparation of the accompanying  financial statements required management
to make estimates and assumptions  that affect the reported values of assets and
liabilities and the reported amounts from operations and policy transactions.
Actual results could differ from those estimates.


3. Contract Charges

There are charges and deductions which the Company will deduct from each policy.
The  deductions  from premium are a sales  charge of 5% plus the state  specific
premium taxes.

Daily  charges  for  mortality  and  expense  risks  assumed by the  Company are
assessed  through  the daily unit value  calculation  and are  equivalent  on an
annual basis to .90% of the account  value of the  policies.  This charge may be
decreased to not less than .50% in policy years eleven and greater.

On the  policies'  issue  date  and  each  monthly  anniversary,  the  following
deductions are made from the policies' account value:
         (a)      administrative charges
         (b)      insurance charges
         (c)      supplemental benefit charges

If the policy is surrendered during the first fourteen policy years, the Company
will deduct a surrender  charge based on a percentage of first year  premium.  A
pro rata  surrender  charge  will be  deducted  for any  partial  surrender.  An
administrative  charge  upon  partial  surrender  will be equal to the lessor of
$25.00 or 2% of the amount surrendered.

<PAGE>

                       AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
                                   OF NEW YORK (AI LIFE)
                                     VARIABLE ACCOUNT B

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

For the year ended  December  31, 1997,  investment  activity in the Fund was as
follows:
                                                           Cost of              Proceeds
                                                          Purchases            From Sales
                                                         -----------           ----------
<S>                                                    <C>                    <C>
Shares of
- ---------
Fidelity Trust Funds:
        Money Market Portfolio                           $ 1,148,225            $ 879,901
        Asset Manager Portfolio                              116,322               22,269
        Growth Portfolio                                     301,023               66,804
        Overseas Portfolio                                    76,076               11,037
        Investment Grade Bond Portfolio                       13,596                8,808
        High Income Portfolio                                 34,424               11,832
Dreyfus:
        Stock Index Portfolio                                186,595               28,818
        Zero Coupon 2000 Portfolio                             2,138                  579
        Small Company Stock Portfolio                          2,948                  180
Alliance Funds:
        Growth & Income Portfolio                            192,719               55,096
        Conservative Investors Portfolio                      11,407                1,777
        Growth Portfolio                                     299,954              107,728
        Growth Investors Portfolio                            88,520               24,429
        Technology Portfolio                                  86,738               37,791
        Quasar Portfolio                                     133,621               37,463
Van Eck:
        Worldwide Hard Assets Portfolio                       14,179                3,579
        Worldwide Balanced Portfolio                         394,489              101,846
Weiss, Peck, & Greer Tomorrow Funds:
        Tomorrow Short Term Portfolio                          8,235                  145
        Tomorrow Long Term Portfolio                           1,607                  783


For the year ended  December  31, 1996,  investment  activity in the Fund was as
follows:
                                                           Cost of              Proceeds
                                                          Purchases            From Sales
                                                          ---------            ----------
Shares of
- ---------
Fidelity Trust Funds:
        Money Market Portfolio                           $ 375,767            $ 296,931
        Asset Manager Portfolio                             30,702               11,982
        Growth Portfolio                                   247,643               42,012
        Overseas Portfolio                                  59,227               16,388
        Investment Grade Bond Portfolio                      4,281                  598
        High Income Portfolio                               20,654               10,512
Dreyfus:
        Stock Index Portfolio                               51,257               16,510
        Zero Coupon 2000 Portfolio                          22,834                7,221
Alliance Funds:
        Growth & Income Portfolio                           49,805               23,266
        Conservative Investors Portfolio                       493                  170
        Growth Portfolio                                    15,980                2,485
        Growth Investors Portfolio                           3,548                  110
        Quasar Portfolio                                        35
Van Eck:
        Worldwide Hard Assets Portfolio                      6,867                1,985
        Worldwide Balanced Portfolio                         7,767                1,029
</TABLE>
<PAGE>
                              AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
                                            OF NEW YORK (AI LIFE)
                                              VARIABLE ACCOUNT B

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

    For the year ended December 31, 1997,  transactions in accumulation units of
the account were as follows:
                                           Fidelity         Fidelity                                  Fidelity
                                             Money            Asset     Fidelity      Fidelity       Investment
                                             Market         Manager     Growth         Overseas     Grade Bond
                                           Portfolio        Portfolio   Portfolio    Portfolio      Portfolio
                                          ---------       -----------   ---------    ----------     ----------
<S>                                      <C>                <C>         <C>           <C>          <C>
                  VARIABLE LIFE
    Units Purchased                         98,653.84       4,277.31   15,013.48       2,898.41       599.39
    Units Withdrawn                         (6,124.99)     (2,088.10)  (5,673.27)     (1,330.87)     (871.24)
    Units Transferred Between Funds        (68,380.15)      4,833.69    9,586.22       3,147.27       710.77
    Units Transferred From (To) AI Life         -              -            -               -             -
                                           ----------       --------    --------      ---------    ---------

    Net Increase (Decrease)                 24,148.70       7,022.90   18,926.43       4,714.81       438.92
    Units, at Beginning of the Year          7,534.35       1,761.83   19,127.76       3,978.02       390.39
                                          ----------       --------    --------        ---------    ---------

    Units, at End of the Year               31,683.05       8,784.73   38,054.19       8,692.83       829.31
                                           ==========       ========    ========      =========    =========


    Unit Value at December 31, 1997        $    10.96       $  13.72    $  13.43      $   12.60    $   11.16
                                           ==========       ========    ========      =========    =========


                                                                          Dreyfus        Dreyfus      Alliance
                                            Fidelity          Dreyfus       Zero          Small        Growth
                                              High           Stock         Coupon       Company         &
                                             Income          Index          2000          Stock        Income
                                            Portfolio       Portfolio     Portfolio     Portfolio     Portfolio
                                             --------       ---------     ---------     ---------     ---------
    Units Purchased                          2,163.15       8,243.81      101.64         117.72        7,693.21
    Units Withdrawn                         (1,466.49)     (1,710.74)     (40.52)        (19.59)      (2,072.35)
    Units Transferred Between Funds          1,099.79       3,703.12       (2.34)        162.62        3,472.83
    Units Transferred From (To) AI Life          -              -           -              -             -
                                            ----------       --------    --------      ---------      ---------

    Net Increase (Decrease)                  1,796.45      10,236.19       58.78         260.75       9,093.69
    Units, at Beginning of the Year            948.09       3,050.86    1,512.58           -          2,255.18
                                            ----------       --------    --------      ---------     ---------

    Units, at End of the Year                2,744.54      13,287.05    1,571.36         260.75      11,348.87
                                            ==========       ========    ========      =========     =========


    Unit Value at December 31, 1997       $     13.25       $  15.79    $  10.87      $   10.36     $    16.03
                                           ==========       ========    ========      =========    ===========



                                           Alliance                     Alliance
                                           Conservative   Alliance      Growth        Alliance     Alliance
                                           Investors      Growth        Investors    Technology    Quasar
                                           Portfolio      Portfolio    Portfolio     Portfolio    Portfolio
                                           ----------     ---------    ---------     ----------   ----------
    Units Purchased                            944.80      10,014.39    1,431.21       3,749.04     4,687.30
    Units Withdrawn                           (213.05)     (2,238.41)    (254.39)       (453.72)     (578.17)
    Units Transferred Between Funds            174.63       5,130.19    4,097.12       1,156.05     4,353.80
    Units Transferred From (To) AI Life         -              -           -              -            -
                                            ----------       --------    --------      ---------    ---------

    Net Increase (Decrease)                    906.38      12,906.17    5,273.94       4,451.37     8,462.93
    Units, at Beginning of the Year             64.71       1,151.70      330.92           -            3.44
                                            ----------       --------    --------      ---------    ---------

    Units, at End of the Year                  971.09      14,057.87    5,604.86       4,451.37     8,466.37
                                            ==========       ========    ========      =========    =========


    Unit Value at December 31, 1997    $        11.43       $  16.90     $ 12.42      $   10.92    $   12.12
                                           ==========       ========    ========      =========    =========

</TABLE>
<PAGE>
                              AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
                                            OF NEW YORK (AI LIFE)
                                              VARIABLE ACCOUNT B

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

    For the year ended December 31, 1997,  transactions in accumulation units of
the account were as follows:


                                         VanEck                        WP&G          WP&G
                                         Worldwide         VanEck      Tomorrow      Tomorrow
                                         Hard              Worldwide   Short         Long
                                         Assets            Balanced    Term          Term
                                         Portfolio         Portfolio   Portfolio     Portfolio
                                         ----------        ---------   ----------    ---------
<S>                                      <C>              <C>         <C>           <C>
                  VARIABLE LIFE
    Units Purchased                            591.72      10,816.73        -              -
    Units Withdrawn                           (222.26)     (1,763.47)     (14.29)        (58.75)
    Units Transferred Between Funds            514.74      15,460.99      649.86         140.26
    Units Transferred From (To) AI Life             -              -           -              -
                                            ----------       --------    --------      ---------

    Net Increase (Decrease)                    884.20      24,514.25      635.57          81.51
    Units, at Beginning of the Year            443.21         675.53        -              -
                                            ----------       --------    --------      ---------

    Units, at End of the Year                1,327.41      25,189.78      635.57          81.51
                                           ==========       ========    ========      =========


    Unit Value at December 31, 1997    $        11.34   $      12.13     $ 12.11  $       12.86
                                           ==========       ========    ========      =========

</TABLE>
<PAGE>

                  AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
                              OF NEW YORK (AI LIFE)
                               VARIABLE ACCOUNT B

                       STATEMENT OF ASSETS AND LIABILITIES
                                  MARCH 31,1998
                                   (UNAUDITED)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------

ASSETS:
      Investments at Market Value:

                                                                           Shares            Cost             Market Value
                                                                ----------------------------------------------------------
                <S>                                                     <C>               <C>                  <C>
                Fidelity
                  Money Market Portfolio                                  267,483.120      $ 267,483            $ 267,483
                  Asset Manager Portfolio                                  11,784.275        202,908              200,686
                  Growth Portfolio                                         18,015.140        594,197              653,589
                  Overseas Portfolio                                        7,854.513        150,703              159,290
                  Investment Grade Bond Portfolio                             999.792         12,174               12,097
                  High Income Portfolio                                     5,868.487         76,196               74,412
                  Contrafund Portfolio                                        102.146          2,146                2,158
                Dreyfus
                  Stock Index Portfolio                                    11,098.816        287,614              324,418
                  Zero Coupon 2000 Portfolio                                1,395.002         17,263               17,256
                  Small Company Stock Portfolio                               535.016          8,768                9,266
                Alliance
                  Growth & Income Portfolio                                14,471.883        279,386              325,183
                  Conservative Investors Portfolio                          1,156.606         14,673               15,926
                  Growth Portfolio                                         13,951.770        296,208              359,816
                  Growth Investors Portfolio                                7,173.574        103,545              113,988
                  Technology Portfolio                                      4,990.222         64,246               68,117
                  Quasar Portfolio                                          9,387.380        116,295              136,023
                  Premier Growth Portfolio                                     28.521            704                  714
                Van Eck
                  Worldwide Hard Assets Portfolio                             937.461         14,150               12,412
                  Worldwide Balanced Portfolio                             31,918.267        384,653              402,489
                  Worldwide Emerging Markets                                   11.563            121                  131
                Weiss, Peck & Greer
                  Tomorrow Short Term Portfolio                               810.947          8,356                8,418
                  Tomorrow Long Term Portfolio                                200.473          1,579                1,758
                Aim
                  Capital Appreciation                                        192.052          4,633                4,632
                  International Equity                                        233.512          4,582                4,575
                                                                                         ------------  -------------------

                Total Investments                                                        $ 2,912,582            3,174,839
                     Total Assets                                                                             $ 3,174,839
                                                                                                       ===================

EQUITY:
      Contract Owners' Equity                                                                                 $ 3,174,839
                                                                                                       -------------------
                     Total Equity                                                                             $ 3,174,839
                                                                                                       ===================
</TABLE>
<PAGE>


                  AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
                              OF NEW YORK (AI LIFE)
                               VARIABLE ACCOUNT B

                             STATEMENT OF OPERATIONS
                      For The Quarter Ended March 31, 1998
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                Fidelity             Fidelity
                                                                                                  Money               Asset
                                                                                                 Market              Manager
                                                                               Total            Portfolio           Portfolio
<S>                                                                         <C>                <C>                <C>
Investment Income (Loss):
    Dividends                                                                $130,556             $3,926              $20,860
Expenses:
    Mortality & Expense Risk Fees                                               6,095                649                  362
                                                                         -------------     --------------      ---------------
Net Investment Income (Loss)                                                  124,461              3,277               20,498
                                                                         -------------     --------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                               17,261                  0                  741
    Change in Unrealized Appreciation
        (Depreciation)                                                        142,288                  0               (8,099)
                                                                         -------------     --------------      ---------------
    Net Gain (Loss) on Investments                                            159,549                  0               (7,358)
                                                                         -------------     --------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                                $284,010             $3,277              $13,140
                                                                         =============     ==============      ===============
</TABLE>
<TABLE>
<CAPTION>
                                                                                                                     Fidelity
                                                                                                                    Investment
                                                                              Fidelity          Fidelity               Grade
                                                                              Growth            Overseas               Bond
                                                                             Portfolio          Portfolio           Portfolio
<S>                                                                           <C>                <C>                <C>
Investment Income (Loss):
    Dividends                                                                 $76,496             $9,490                 $510
Expenses:
    Mortality & Expense Risk Fees                                               1,280                302                   23
                                                                         -------------     --------------      ---------------
Net Investment Income (Loss)                                                   75,216              9,188                  487
                                                                         -------------     --------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                                1,320                392                    9
    Change in Unrealized Appreciation
        (Depreciation)                                                         (6,511)             8,373                 (364)
                                                                         -------------     --------------      ---------------
    Net Gain (Loss) on Investments                                             (5,191)             8,765                 (355)
                                                                         -------------     --------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                                 $70,025            $17,953                 $132
                                                                         =============     ==============      ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                              Fidelity                                Dreyfus
                                                                               High             Fidelity              Stock
                                                                              Income             Contrafund           Index
                                                                             Portfolio          Portfolio           Portfolio
<S>                                                                           <C>                <C>                <C>
Investment Income (Loss):
    Dividends                                                                  $7,025                 $0                 $997
Expenses:
    Mortality & Expense Risk Fees                                                 129                  1                  570
                                                                         -------------     --------------      ---------------
Net Investment Income (Loss)                                                    6,896                 (1)                 427
                                                                         -------------     --------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                                   17                  0                9,064
    Change in Unrealized Appreciation
        (Depreciation)                                                         (4,190)                12               26,487
                                                                         -------------     --------------      ---------------
    Net Gain (Loss) on Investments                                             (4,173)                12               35,551
                                                                         -------------     --------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                                  $2,723                $11              $35,978
                                                                         =============     ==============      ===============
</TABLE>
<TABLE>
<CAPTION>
                                                                              Dreyfus            Dreyfus              Alliance
                                                                               Zero              Small                Growth
                                                                              Coupon            Company                 &
                                                                               2000              Stock                Income
                                                                            Portfolio          Portfolio            Portfolio
<S>                                                                            <C>                 <C>                 <C>
Investment Income (Loss):
    Dividends                                                                    $154                $25                   $0
Expenses:
    Mortality & Expense Risk Fees                                                  39                 13                  573
                                                                         -------------     --------------      ---------------
Net Investment Income (Loss)                                                      115                 12                 (573)
                                                                         -------------     --------------      ---------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                                    0                (24)               1,298
    Change in Unrealized Appreciation
        (Depreciation)                                                             97                556               33,331
                                                                         -------------     --------------      ---------------
    Net Gain (Loss) on Investments                                                 97                532               34,629
                                                                         -------------     --------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                                    $212               $544              $34,056
                                                                         =============     ==============      ===============
</TABLE>
<TABLE>
<CAPTION>
                                                                               Alliance                               Alliance
                                                                             Conservative        Alliance              Growth
                                                                              Investors           Growth             Investors
                                                                              Portfolio          Portfolio           Portfolio
<S>                                                                            <C>                <C>                <C>
Investment Income (Loss):
    Dividends                                                                      $0                 $0                   $0
Expenses:
    Mortality & Expense Risk Fees                                                  26                652                  213
                                                                         -------------     --------------      ---------------
Net Investment Income (Loss)                                                      (26)              (652)                (213)
                                                                         -------------     --------------      ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                                   52              3,342                  761
    Change in Unrealized Appreciation
        (Depreciation)                                                            527             40,720                9,268
                                                                         -------------     --------------      ---------------
    Net Gain (Loss) on Investments                                                579             44,062               10,029
                                                                         -------------     --------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                                    $553            $43,410               $9,816
                                                                         =============     ==============      ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                      Alliance
                                                                                Alliance          Alliance             Premier
                                                                               Technology          Quasar              Growth
                                                                               Portfolio          Portfolio           Portfolio
<S>                                                                             <C>                <C>                <C>
Investment Income (Loss):
    Dividends                                                                      $0                 $0                   $0
Expenses:
    Mortality & Expense Risk Fees                                                 130                267                    0
                                                                         -------------     --------------      ---------------
Net Investment Income (Loss)                                                     (130)              (267)                   0
                                                                         -------------     --------------      ---------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                                  188                282                    1
    Change in Unrealized Appreciation
        (Depreciation)                                                          8,573             16,940                   10
                                                                         -------------     --------------      ---------------
    Net Gain (Loss) on Investments                                              8,761             17,222                   11
                                                                         -------------     --------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                                  $8,631            $16,955                  $11
                                                                         =============     ==============      ===============
</TABLE>
<TABLE>
<CAPTION>
                                                                               VanEck                                 VanEck
                                                                              Worldwide          VanEck             Worldwide
                                                                                Hard            Worldwide            Emerging
                                                                               Assets           Balanced             Markets
                                                                             Portfolio          Portfolio           Portfolio
<S>                                                                         <C>                <C>                     <C>
Investment Income (Loss):
    Dividends                                                                  $2,327             $8,746                   $0
Expenses:
    Mortality & Expense Risk Fees                                                  30                814                    0
                                                                         -------------     --------------      ---------------
Net Investment Income (Loss)                                                    2,297              7,932                    0
                                                                         -------------     --------------      ---------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                               (1,327)             1,111                    0
    Change in Unrealized Appreciation
        (Depreciation)                                                         (1,190)            17,223                    9
                                                                         -------------     --------------      ---------------
    Net Gain (Loss) on Investments                                             (2,517)            18,334                    9
                                                                         -------------     --------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                                   ($220)           $26,266                   $9
                                                                         =============     ==============      ===============
</TABLE>
<TABLE>
<CAPTION>

                                                                             Tomorrow          Tomorrow               Aim
                                                                              Short              Long               Capital
                                                                               Term              Term             Appreciation
                                                                            Portfolio          Portfolio           Portfolio
<S>                                                                            <C>                <C>                <C>
Investment Income (Loss):
    Dividends                                                                      $0                 $0                   $0
Expenses:
    Mortality & Expense Risk Fees                                                  18                  2                    1
                                                                         -------------     --------------      ---------------
Net Investment Income (Loss)                                                      (18)                (2)                  (1)
                                                                         -------------     --------------      ---------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                                   (3)                37                    0
    Change in Unrealized Appreciation
        (Depreciation)                                                            455                 68                    0
                                                                         -------------     --------------      ---------------
    Net Gain (Loss) on Investments                                                452                105                    0
                                                                         -------------     --------------      ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                                    $434               $103                  ($1)
                                                                         =============     ==============      ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                Aim
                                                                           International
                                                                              Equity
                                                                            Portfolio
<S>                                                                             <C>
Investment Income (Loss):
    Dividends                                                                      $0
Expenses:
    Mortality & Expense Risk Fees                                                   1
                                                                         -------------
Net Investment Income (Loss)                                                       (1)
                                                                         -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                                    0
    Change in Unrealized Appreciation
        (Depreciation)                                                             (7)
                                                                         -------------
    Net Gain (Loss) on Investments                                                 (7)
                                                                         -------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                                     ($8)
                                                                         =============
</TABLE>
<PAGE>


                  AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
                              OF NEW YORK (AI LIFE)
                               VARIABLE ACCOUNT B

                       STATEMENT OF CHANGES IN NET ASSETS
            For The Quarters Ended March 31, 1998 and March 31, 1997
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                               1998


                                                                                                Fidelity             Fidelity
                                                                                                 Money               Asset
                                                                                                 Market              Manager
                                                                               Total            Portfolio           Portfolio
<S>                                                                          <C>                <C>                <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                             $124,461             $3,277              $20,498
    Realized Gain (Loss) on Investment Activity                                17,261                  0                  741
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                         142,288                  0               (8,099)
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                           284,010              3,277               13,140
                                                                         -------------     --------------      ---------------

Capital Transactions:
    Contract Deposits                                                         658,986            (75,547)              74,005
    Cost Of Insurance Charge                                                  (98,945)            (4,593)              (7,687)
    Policy Loans                                                              (16,125)                 0                    0
    Transfers Between Funds                                                     3,938             (2,994)                 659
    Contract Withdrawals                                                       (1,317)                 0                   11
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                 546,537            (83,134)              66,988
                                                                         -------------     --------------      ---------------
Total Increase (Decrease) in Net Assets                                       830,547            (79,857)              80,128
Net Assets, at Beginning of Year                                            2,344,292            347,341              120,556
                                                                         =============     ==============      ===============
Net Assets, at End of Year                                                 $3,174,839           $267,484             $200,684
                                                                         =============     ==============      ===============
</TABLE>
<TABLE>
<CAPTION>
                                                                                                                      Fidelity
                                                                                                                     Investment
                                                                                Fidelity          Fidelity              Grade
                                                                                 Growth           Overseas              Bond
                                                                               Portfolio          Portfolio           Portfolio
<S>                                                                          <C>                <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                              $75,216             $9,188                 $487
    Realized Gain (Loss) on Investment Activity                                 1,320                392                    9
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                          (6,511)             8,373                 (364)
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                            70,025             17,953                  132
                                                                         -------------     --------------      ---------------

Capital Transactions:
    Contract Deposits                                                          93,693             36,412                3,399
    Cost Of Insurance Charge                                                  (16,931)            (4,243)                (686)
    Policy Loans                                                               (4,339)              (985)                   0
    Transfers Between Funds                                                       619                756                    1
    Contract Withdrawals                                                         (400)              (123)                   0
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                  72,642             31,817                2,714
                                                                         -------------     --------------      ---------------
Total Increase (Decrease) in Net Assets                                       142,667             49,770                2,846
Net Assets, at Beginning of Year                                              510,921            109,518                9,252
                                                                         =============     ==============      ===============
Net Assets, at End of Year                                                   $653,588           $159,288              $12,098
                                                                         =============     ==============      ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                                              Fidelity                                  Dreyfus
                                                                                High               Fidelity              Stock
                                                                               Income             Contrafund            Index
                                                                             Portfolio            Portfolio           Portfolio
<S>                                                                           <C>                 <C>                <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                               $6,896                ($1)                $427
    Realized Gain (Loss) on Investment Activity                                    17                  0                9,064
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                          (4,190)                12               26,487
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                             2,723                 11               35,978
                                                                         -------------     --------------      ---------------


Capital Transactions:
    Contract Deposits                                                          37,645              2,113               94,392
    Cost Of Insurance Charge                                                   (3,421)               (37)             (12,112)
    Policy Loans                                                                    0                  0               (2,001)
    Transfers Between Funds                                                     1,087                 71               (1,240)
    Contract Withdrawals                                                            0                  0                 (338)
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                  35,311              2,147               78,701
                                                                         -------------     --------------      ---------------
Total Increase (Decrease) in Net Assets                                        38,034              2,158              114,679
Net Assets, at Beginning of Year                                               36,381                  0              209,742
                                                                         =============     ==============      ===============
Net Assets, at End of Year                                                    $74,415             $2,158             $324,421
                                                                         =============     ==============      ===============
</TABLE>
<TABLE>
<CAPTION>
                                                                               Dreyfus           Dreyfus             Alliance
                                                                                Zero              Small               Growth
                                                                               Coupon            Company                &
                                                                                2000              Stock               Income
                                                                             Portfolio          Portfolio           Portfolio
<S>                                                                           <C>                <C>                <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                                 $115                $12                ($573)
    Realized Gain (Loss) on Investment Activity                                     0                (24)               1,298
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                              97                556               33,331
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                               212                544               34,056
                                                                         -------------     --------------      ---------------

Capital Transactions:
    Contract Deposits                                                              49              7,480              121,907
    Cost Of Insurance Charge                                                      (79)              (605)             (12,025)
    Policy Loans                                                                    0               (882)              (1,573)
    Transfers Between Funds                                                         0                 28                  842
    Contract Withdrawals                                                            0                  0                    0
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                     (30)             6,021              109,151
                                                                         -------------     --------------      ---------------
Total Increase (Decrease) in Net Assets                                           182              6,565              143,207
Net Assets, at Beginning of Year                                               17,074              2,703              181,974
                                                                         =============     ==============      ===============
Net Assets, at End of Year                                                    $17,256             $9,268             $325,181
                                                                         =============     ==============      ===============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                               Alliance                               Alliance
                                                                             Conservative        Alliance              Growth
                                                                              Investors           Growth             Investors
                                                                             Portfolio          Portfolio            Portfolio
<S>                                                                            <C>               <C>                <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                                 ($26)             ($652)               ($213)
    Realized Gain (Loss) on Investment Activity                                    52              3,342                  761
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                             527             40,720                9,268
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                               553             43,410                9,816
                                                                         -------------     --------------      ---------------

Capital Transactions:
    Contract Deposits                                                           4,999             96,815               37,205
    Cost Of Insurance Charge                                                     (791)           (15,663)              (1,824)
    Policy Loans                                                                    0             (3,885)              (1,279)
    Transfers Between Funds                                                        65              1,876                  474
    Contract Withdrawals                                                            0               (339)                   0
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                   4,273             78,804               34,576
                                                                         -------------     --------------      ---------------
Total Increase (Decrease) in Net Assets                                         4,826            122,214               44,392
Net Assets, at Beginning of Year                                               11,100            237,603               69,596
                                                                         =============     ==============      ===============
Net Assets, at End of Year                                                    $15,926           $359,817             $113,988
                                                                         =============     ==============      ===============
</TABLE>
<TABLE>
<CAPTION>
                                                                                                                      Alliance
                                                                                Alliance          Alliance             Premier
                                                                              Technology          Quasar               Growth
                                                                              Portfolio          Portfolio           Portfolio
<S>                                                                            <C>                <C>                <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                                ($130)             ($267)                  $0
    Realized Gain (Loss) on Investment Activity                                   188                282                    1
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                           8,573             16,940                   10
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                             8,631             16,955                   11
                                                                         -------------     --------------      ---------------
Capital Transactions:
    Contract Deposits                                                          13,428             20,075                  729
    Cost Of Insurance Charge                                                   (2,920)            (4,092)                 (29)
    Policy Loans                                                                    0                  0                    0
    Transfers Between Funds                                                       356                433                    3
    Contract Withdrawals                                                            0                  0                    0
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                  10,864             16,416                  703
                                                                         -------------     --------------      ---------------
Total Increase (Decrease) in Net Assets                                        19,495             33,371                  714
Net Assets, at Beginning of Year                                               48,621            102,652                    0
                                                                         =============     ==============      ===============
Net Assets, at End of Year                                                    $68,116           $136,023                 $714
                                                                         =============     ==============      ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                 VanEck                                VanEck
                                                                                Worldwide         VanEck             Worldwide
                                                                                 Hard            Worldwide            Emerging
                                                                                Assets           Balanced             Markets
                                                                               Portfolio         Portfolio           Portfolio
<S>                                                                          <C>                <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                               $2,297             $7,932                   $0
    Realized Gain (Loss) on Investment Activity                                (1,327)             1,111                    0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                          (1,190)            17,223                    9
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                              (220)            26,266                    9
                                                                         -------------     --------------      ---------------

Capital Transactions:
    Contract Deposits                                                            (502)            80,277                  151
    Cost Of Insurance Charge                                                     (888)            (9,943)                 (29)
    Policy Loans                                                               (1,023)              (158)                   0
    Transfers Between Funds                                                        (1)               710                    0
    Contract Withdrawals                                                            0               (128)                   0
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                  (2,414)            70,758                  122
                                                                         -------------     --------------      ---------------
Total Increase (Decrease) in Net Assets                                        (2,634)            97,024                  131
Net Assets, at Beginning of Year                                               15,046            305,466                    0
                                                                         =============     ==============      ===============
Net Assets, at End of Year                                                    $12,412           $402,490                 $131
                                                                         =============     ==============      ===============
</TABLE>
<TABLE>
<CAPTION>

                                                                              Tomorrow           Tomorrow               Aim
                                                                                Short              Long               Capital
                                                                                Term              Term             Appreciation
                                                                              Portfolio          Portfolio           Portfolio
<S>                                                                            <C>                <C>                <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                                 ($18)               ($2)                 ($1)
    Realized Gain (Loss) on Investment Activity                                    (3)                37                    0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                             455                 68                    0
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                               434                103                   (1)
                                                                         -------------     --------------      ---------------

Capital Transactions:
    Contract Deposits                                                             363                855                4,591
    Cost Of Insurance Charge                                                      (89)              (254)                  (4)
    Policy Loans                                                                    0                  0                    0
    Transfers Between Funds                                                        10                  7                   46
    Contract Withdrawals                                                            0                  0                    0
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                     284                608                4,633
                                                                         -------------     --------------      ---------------
Total Increase (Decrease) in Net Assets                                           718                711                4,632
Net Assets, at Beginning of Year                                                7,699              1,047                    0
                                                                         =============     ==============      ===============
Net Assets, at End of Year                                                     $8,417             $1,758               $4,632
                                                                         =============     ==============      ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                Aim
                                                                            International
                                                                               Equity
                                                                             Portfolio
<S>                                                                            <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                                  ($1)
    Realized Gain (Loss) on Investment Activity                                     0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                              (7)
                                                                         -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                                (8)
                                                                         -------------

Capital Transactions:
    Contract Deposits                                                           4,452
    Cost Of Insurance Charge                                                        0
    Policy Loans                                                                    0
    Transfers Between Funds                                                       130
    Contract Withdrawals                                                            0
                                                                         -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                   4,582
                                                                         -------------
Total Increase (Decrease) in Net Assets                                         4,574
Net Assets, at Beginning of Year                                                    0
                                                                         =============
Net Assets, at End of Year                                                     $4,574
                                                                         =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                                                               1997
                                                                                                 Fidelity             Fidelity
                                                                                                   Money               Asset
                                                                                                  Market              Manager
                                                                                Total            Portfolio           Portfolio
<S>                                                                          <C>                <C>                <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                              $18,547               $813               $3,681
    Realized Gain (Loss) on Investment Activity                                 6,096                  0                   86
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                         (38,076)                 0               (4,362)
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                           (13,433)               813                 (595)
                                                                         -------------     --------------      ---------------

Capital Transactions:
    Contract Deposits                                                         256,878             13,948               20,696
    Cost Of Insurance Charge                                                  (31,984)            (7,573)              (2,447)
    Policy Loans                                                                1,098             20,898                    0
    Transfers Between Funds                                                         0                  0                    0
    Contract Withdrawals                                                         (506)                 0                 (138)
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                 225,486             27,273               18,111
                                                                         -------------     --------------      ---------------
Total Increase (Decrease) in Net Assets                                       212,053             28,086               17,516
Net Assets, at Beginning of Year                                              481,364             79,432               17,854
                                                                         =============     ==============      ===============
Net Assets, at End of Year                                                   $693,417           $107,518              $35,370
                                                                         =============     ==============      ===============
</TABLE>
<TABLE>
<CAPTION>
                                                                                                                      Fidelity
                                                                                                                     Investment
                                                                               Fidelity          Fidelity               Grade
                                                                                Growth           Overseas               Bond
                                                                              Portfolio          Portfolio           Portfolio
<S>                                                                           <C>                <C>                   <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                               $7,987             $4,264                 $299
    Realized Gain (Loss) on Investment Activity                                   231                 61                    5
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                         (16,195)            (2,744)                (346)
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                            (7,977)             1,581                  (42)
                                                                         -------------     --------------      ---------------

Capital Transactions:
    Contract Deposits                                                          54,546             13,668                1,581
    Cost Of Insurance Charge                                                   (7,763)            (2,155)                (379)
    Policy Loans                                                               (5,072)            (4,978)                   0
    Transfers Between Funds                                                         0                  0                    0
    Contract Withdrawals                                                         (113)               (39)                   0
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                  41,598              6,496                1,202
                                                                         -------------     --------------      ---------------
Total Increase (Decrease) in Net Assets                                        33,621              8,077                1,160
Net Assets, at Beginning of Year                                              211,204             45,668                4,016
                                                                         =============     ==============      ===============
Net Assets, at End of Year                                                   $244,825            $53,745               $5,176
                                                                         =============     ==============      ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                               Fidelity                                 Dreyfus
                                                                                 High               Fidelity            Stock
                                                                                Income             Contrafund           Index
                                                                              Portfolio            Portfolio           Portfolio
<S>                                                                          <C>                   <C>                <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                               $1,140                 $0                 $136
    Realized Gain (Loss) on Investment Activity                                    39                  0                  786
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                          (1,264)                 0                 (580)
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                               (85)                 0                  342
                                                                         -------------     --------------      ---------------
Capital Transactions:
    Contract Deposits                                                          12,305                  0               18,400
    Cost Of Insurance Charge                                                     (797)                 0               (2,350)
    Policy Loans                                                               (5,046)                 0                    0
    Transfers Between Funds                                                         0                  0                    0
    Contract Withdrawals                                                            0                  0                 (116)
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                   6,462                  0               15,934
                                                                         -------------     --------------      ---------------
Total Increase (Decrease) in Net Assets                                         6,377                  0               16,276
Net Assets, at Beginning of Year                                               10,791                                  36,578
                                                                         =============     ==============      ===============
Net Assets, at End of Year                                                    $17,168                 $0              $52,854
                                                                         =============     ==============      ===============
</TABLE>
<TABLE>
<CAPTION>
                                                                              Dreyfus            Dreyfus             Alliance
                                                                               Zero              Small               Growth
                                                                              Coupon            Company                &
                                                                               2000              Stock               Income
                                                                            Portfolio          Portfolio           Portfolio
<S>                                                                           <C>                <C>                <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                                 $117                 $0                ($100)
    Realized Gain (Loss) on Investment Activity                                    (1)                 0                3,192
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                            (214)                 0               (4,778)
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                               (98)                 0               (1,686)
                                                                         -------------     --------------      ---------------

Capital Transactions:
    Contract Deposits                                                              50                  0               46,390
    Cost Of Insurance Charge                                                      (96)                 0               (2,386)
    Policy Loans                                                                    0                  0               (4,704)
    Transfers Between Funds                                                         0                  0                    0
    Contract Withdrawals                                                            0                  0                  (61)
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                     (46)                 0               39,239
                                                                         -------------     --------------      ---------------
Total Increase (Decrease) in Net Assets                                          (144)                 0               37,553
Net Assets, at Beginning of Year                                               15,471                  0               28,409
                                                                         =============     ==============      ===============
Net Assets, at End of Year                                                    $15,327                 $0              $65,962
                                                                         =============     ==============      ===============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                Alliance                               Alliance
                                                                               Conservative        Alliance             Growth
                                                                                Investors           Growth             Investors
                                                                                Portfolio          Portfolio           Portfolio
<S>                                                                            <C>                <C>                <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                                 ($13)              ($67)                ($10)
    Realized Gain (Loss) on Investment Activity                                    17              1,590                   23
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                            (155)            (5,719)                (127)
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                              (151)            (4,196)                (114)
                                                                         -------------     --------------      ---------------

Capital Transactions:
    Contract Deposits                                                           9,923             41,847                2,104
    Cost Of Insurance Charge                                                     (515)            (3,328)                (291)
    Policy Loans                                                                    0                  0                    0
    Transfers Between Funds                                                         0                  0                    0
    Contract Withdrawals                                                            0                (39)                   0
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                   9,408             38,480                1,813
                                                                         -------------     --------------      ---------------
Total Increase (Decrease) in Net Assets                                         9,257             34,284                1,699
Net Assets, at Beginning of Year                                                  685             15,012                3,564
                                                                         =============     ==============      ===============
Net Assets, at End of Year                                                     $9,942            $49,296               $5,263
                                                                         =============     ==============      ===============
</TABLE>
<TABLE>
<CAPTION>
                                                                                                                      Alliance
                                                                               Alliance          Alliance              Premier
                                                                              Technology          Quasar               Growth
                                                                              Portfolio          Portfolio           Portfolio
<S>                                                                          <C>                 <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                                  ($5)               ($5)                  $0
    Realized Gain (Loss) on Investment Activity                                  (109)                21                    0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                            (432)              (311)                   0
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                              (546)              (295)                   0
                                                                         -------------     --------------      ---------------

Capital Transactions:
    Contract Deposits                                                           7,753              7,738                    0
    Cost Of Insurance Charge                                                     (245)              (296)                   0
    Policy Loans                                                                    0                  0                    0
    Transfers Between Funds                                                         0                  0                    0
    Contract Withdrawals                                                            0                  0                    0
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                   7,508              7,442                    0
                                                                         -------------     --------------      ---------------
Total Increase (Decrease) in Net Assets                                         6,962              7,147                    0
Net Assets, at Beginning of Year                                                    0                 35                    0
                                                                         =============     ==============      ===============
Net Assets, at End of Year                                                     $6,962             $7,182                   $0
                                                                         =============     ==============      ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                VanEck                                 VanEck
                                                                              Worldwide            VanEck             Worldwide
                                                                                 Hard            Worldwide            Emerging
                                                                                Assets           Balanced             Markets
                                                                              Portfolio          Portfolio           Portfolio
<S>                                                                          <C>                  <C>                <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                                 $171               $139                   $0
    Realized Gain (Loss) on Investment Activity                                    58                 97                    0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                            (548)              (301)                   0
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                              (319)               (65)                   0
                                                                         -------------     --------------      ---------------

Capital Transactions:
    Contract Deposits                                                           2,996              2,933                    0
    Cost Of Insurance Charge                                                     (516)              (847)                   0
    Policy Loans                                                                    0                  0                    0
    Transfers Between Funds                                                         0                  0                    0
    Contract Withdrawals                                                            0                  0                    0
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                   2,480              2,086                    0
                                                                         -------------     --------------      ---------------
Total Increase (Decrease) in Net Assets                                         2,161              2,021                    0
Net Assets, at Beginning of Year                                                5,159              7,486                    0
                                                                         =============     ==============      ===============
Net Assets, at End of Year                                                     $7,320             $9,507                   $0
                                                                         =============     ==============      ===============
</TABLE>
<TABLE>
<CAPTION>
                                                                              Tomorrow          Tomorrow               Aim
                                                                               Short              Long               Capital
                                                                               Term              Term             Appreciation
                                                                             Portfolio          Portfolio           Portfolio
<S>                                                                            <C>                <C>                <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                                   $0                 $0                   $0
    Realized Gain (Loss) on Investment Activity                                     0                  0                    0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                               0                  0                    0
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                                 0                  0                    0
                                                                         -------------     --------------      ---------------

Capital Transactions:
    Contract Deposits                                                               0                  0                    0
    Cost Of Insurance Charge                                                        0                  0                    0
    Policy Loans                                                                    0                  0                    0
    Transfers Between Funds                                                         0                  0                    0
    Contract Withdrawals                                                            0                  0                    0
                                                                         -------------     --------------      ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                       0                  0                    0
                                                                         -------------     --------------      ---------------
Total Increase (Decrease) in Net Assets                                             0                  0                    0
Net Assets, at Beginning of Year                                                    0                  0                    0
                                                                         =============     ==============      ===============
Net Assets, at End of Year                                                         $0                 $0                   $0
                                                                         =============     ==============      ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                               Aim
                                                                           International
                                                                              Equity
                                                                            Portfolio
<S>                                                                            <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                                   $0
    Realized Gain (Loss) on Investment Activity                                     0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                               0
                                                                         -------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                                 0
                                                                         -------------

Capital Transactions:
    Contract Deposits                                                               0
    Cost Of Insurance Charge                                                        0
    Policy Loans                                                                    0
    Transfers Between Funds                                                         0
    Contract Withdrawals                                                            0
                                                                         -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                       0
                                                                         -------------
Total Increase (Decrease) in Net Assets                                             0
Net Assets, at Beginning of Year                                                    0
                                                                         =============
Net Assets, at End of Year                                                         $0
                                                                         =============
</TABLE>


<PAGE>



                                   Appendix A

                   Maximum Initial Surrender Charge Per $1,000
                        of Initial Specified Face Amount
<TABLE>
<CAPTION>


          Issue Age                       Sex                     Smoker Status             Surrender Charge
          ---------                       ---                     -------------             ----------------
          <S>                            <C>                      <C>                       <C>
             25                          Male                       Nonsmoker                     $16.00
             35                          Male                       Nonsmoker                     20.00
             45                          Male                       Nonsmoker                     27.00
             55                          Male                       Nonsmoker                     38.00
             65                          Male                       Nonsmoker                     38.00
             75                          Male                       Nonsmoker                     38.00
             25                          Male                        Smoker                       18.00
             35                          Male                        Smoker                       23.00
             45                          Male                        Smoker                       33.00
             55                          Male                        Smoker                       40.00
             65                          Male                        Smoker                       40.00
             75                          Male                        Smoker                       40.00
             25                         Female                      Nonsmoker                     15.00
             35                         Female                      Nonsmoker                     18.00
             45                         Female                      Nonsmoker                     24.00
             55                         Female                      Nonsmoker                     33.00
             65                         Female                      Nonsmoker                     37.00
             75                         Female                      Nonsmoker                     37.00
             25                         Female                       Smoker                       16.00
             35                         Female                       Smoker                       20.00
             45                         Female                       Smoker                       26.00
             55                         Female                       Smoker                       37.00
             65                         Female                       Smoker                       37.00
             75                         Female                       Smoker                       37.00

</TABLE>



                                       A-1

<PAGE>



                           PART II - OTHER INFORMATION




<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

         American  International  Life Assurance  Company of New York 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 New York
law shall indemnify any person who was or is a party to any proceeding  (whether
brought by or in the 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 provisions 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 B, 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.


                                        1

<PAGE>



   
                       CONTENTS OF REGISTRATION STATEMENT

         This  Registration   Statement   comprises  the  following  papers  and
documents:

                  The facing sheet.

                  The Prospectus consisting of 116 pages.

                  The undertaking to file reports.

                   Representation.

                  The signatures.

                  Written consents of the following persons:
                           Kenneth D. Walma
                           A. Hasan Qureshi
                           PricewaterhouseCoopers LLP
                           Jorden Burt Boros Cicchetti Berenson & Johnson LLP

         The following exhibits:

A.       Copies of all  exhibits  required by  paragraph A of  instructions  for
         Exhibits in Form N-8B-2, unless indicated otherwise.

          1.   Resolution of the Board of Directors of the Company*

          2.   Not Applicable

          3.   a. Principal Underwriter's Agreement***
               b.   Registered Representative's Agreement***

          4.   Not Applicable

          5.   a.  Form  of  Group  Flexible  Premium  Variable  Life  Insurance
                   Policy*****
               b.  Form  of  Group  Flexible  Premium  Variable  Life  Insurance
                   Certificate*****

          6.   a.  Articles of Incorporation of the Company**
               b. By-Laws of the Company**

          7.   Not Applicable

          8.   Not Applicable

          9.   Not Applicable

          10.  Form of Life Insurance Application*****

                                        2

<PAGE>



          11.  Powers of Attorney****

B.       Opinion and Consent of Counsel

C.       Opinion and Consent of Actuary

D.       Consent of Independent Certified Public Accountants

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

F.       Memorandum Regarding Administrative Procedures***
- --------------------

*    Incorporated by reference to Registrant's Form N-8B-2.

**   Incorporated by reference to Registrant's  Pre-Effective Amendment No. 1 to
     Form N-8B-2.

***  Incorporated  by reference to  Registrant's  filing on Form S-6,  March 28,
     1995 (File No. 33-90686).

**** Incorporated  by reference to Registrant's  Post-Effective  Amendment No. 2
     filed on Form S-6, May 1, 1997 (File No. 33-90686).

*****Incorporated  by reference to  Registrant's  filing on Form S-6,  March 23,
     1998 (File No. 333-48457).


    

                                        3

<PAGE>



                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant  has duly  caused  this  Registration  Statement  to be signed on its
behalf by the undersigned thereunto duly authorized, and its seal to be hereunto
affixed and attested,  all in the City of  Wilmington,  and State of Delaware on
the 8th day of July, 1998.



                               VARIABLE ACCOUNT B
                                  (Registrant)

                               By: AMERICAN INTERNATIONAL LIFE
                                   ASSURANCE COMPANY OF NEW YORK
                                   (Sponsor)


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

ATTEST:

/s/ Robert Liguori
Robert Liguori, Vice President and General Counsel





<PAGE>



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

/s/ Maurice R. Greenberg*               Director                                July 8, 1998
Maurice R. Greenberg

/s/ Peter J. Dalia*                     Director                                July 8, 1998
Peter J. Dalia

/s/ Marion E. Fajen*                    Director                                July 8, 1998
Marion E. Fajen

/s/ Patrick J. Foley*                   Director                                July 8, 1998
Patrick J. Foley

/s/ C.C. Gamwell, III*                  Director                                July 8, 1998
C.C. Gamwell, III

/s/ Howard E. Gunton, Jr.*              Director                                July 8, 1998
Howard E. Gunton, Jr.

/s/ Jacob E. Hansen*                    Director                                July 8, 1998
Jacob E. Hansen

/s/ Jack R. Harnes*                     Director                                July 8, 1998
Jack R. Harnes

/s/ John I. Howell*                     Director                                July 8, 1998
John I. Howell

/s/ Jeffrey M. Kestenbaum*              Director                                July 8, 1998
Jeffrey M. Kestenbaum

/s/ Edwin A. G. Manton*                 Director                                July 8, 1998
Edwin A. G. Manton

/s/ Jerome T. Muldowney*                Director                                July 8, 1998
Jerome T. Muldowney

/s/ Win J. Neuger*                      Director                                July 8, 1998
Win J. Neuger

/s/ Robert J. O'Connell*                Director                                July 8, 1998
Robert J. O'Connell



<PAGE>



/s/ Nicholas A. O'Kulich*               Director                                July 8, 1998
Nicholas A. O'Kulich

/s/ John R. Skar*                       Director                                July 8, 1998
John R. Skar

/s/ Ernest E. Stempel*                  Director                                July 8, 1998
Ernest E. Stempel

/s/ David J. Walsh*                     Director                                July 8, 1998
David J. Walsh

/s/ Gerald W. Wyndorf*                  Director                                July 8, 1998
Gerald W. Wyndorf

</TABLE>

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


<PAGE>



                                INDEX TO EXHIBITS


EXHIBIT


A.       Opinion and Consent of Counsel

B.       Opinion and Consent of Actuary

C.       Consent of Independent Certified Public Accountants

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


<PAGE>





                                    EXHIBIT A


                         OPINION AND CONSENT OF COUNSEL

Ladies and Gentlemen:

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

         1.       American International Life Assurance Company of New York is a
                  valid and existing stock life  insurance  company of the State
                  of New York.

         2.       Variable  Account  B  is  a  separate  investment  account  of
                  American  International  Life  Assurance  Company  of New York
                  created  and  validly  existing   pursuant  to  the  New  York
                  Insurance Laws and the Regulations thereunder.

         3.       All of the prescribed corporate procedures for the issuance of
                  the Policies have been  followed,  and, when such Policies are
                  issued in  accordance  with the  Prospectus  contained  in the
                  Registration  Statement,  all state  requirements  relating to
                  such Policies will have been complied with.

         4.       Upon the  acceptance of Premiums made by Owners  pursuant to a
                  Policy issued in accordance  with the Prospectus  contained in
                  the  Registration  Statement  and  upon  compliance  with  the
                  applicable law, such Owner will have a legally  issued,  fully
                  paid, non-assessable contractual interest in such Policy.

         This  opinion,  or a copy  hereof,  may be used as an  exhibit to or in
connection  with the filing with the Securities  and Exchange  Commission of the
Registration  Statement  on Form S-6 for the  Policies  to be issued by American
International Life Assurance Company of New York and Variable Account B.



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

Dated:  July 8, 1998









                                    EXHIBIT B


                         OPINION AND CONSENT OF ACTUARY


         On behalf of American International Life Assurance Company of New York,
I hereby  consent to the  inclusion of the section  entitled  "Illustrations  of
Account  Value,  Net  Cash  Surrender  Value,  Life  Insurance   Proceeds,   and
Accumulated  Premium" and of the table in Appendix A entitled  "Maximum  Initial
Surrender   Charge  Per  $1,000  of  Initial   Specified  Face  Amount"  in  the
registration  statement on Form S-6 registering  Group Flexible Premium Variable
Universal  Life  Insurance  Policies.  The  illustrations  have been prepared in
accordance with standard  actuarial  principles and reflect the operation of the
Policy by taking into  account all charges  under the Policy and the  underlying
funds.


                              /s/ A. Hasan Qureshi
                              A. Hasan Qureshi, FIA, MAAA
                              Vice President and Actuary

Dated: July 8, 1998








                                    EXHIBIT C


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We hereby consent to the following with respect to Pre-Effective Amendment No. 1
to the Registration  Statement (No.  333-48457) on Form S-6 under the Securities
Act of 1933 of  Variable  Account B of  American  International  Life  Assurance
Company of New York.

         1.       The  inclusion  in the  Prospectus  of  Variable  Account B of
                  American  International  Life Assurance Company of New York of
                  our report  dated  February 4, 1998  relating to our audits of
                  the  financial  statements  of  American   International  Life
                  Assurance Company of New York.

         2.       The  inclusion  in the  Prospectus  of  Variable  Account B of
                  American  International  Life Assurance Company of New York of
                  our report dated February 4, 1998 relating to our audit of the
                  financial statements of Variable Account B.

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



/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

2400 Eleven Penn Center
Philadelphia, Pennsylvania
July 7, 1998






                                    EXHIBIT D





                                  July 8, 1998




American International Life Assurance
 Company of New York
80 Pine Street
New York, New York 10005


Ladies and Gentlemen:

         We hereby consent to the reference to our name under the caption "Legal
Matters" in the  Prospectus  contained in  Pre-Effective  Amendment No. 1 to the
Registration  Statement on Form S-6 (File No. 333- 48457) filed on or about July
9,  1998,  by  American  International  Life  Assurance  Company of New York and
Variable  Account  B with the  Securities  and  Exchange  Commission  under  the
Securities Act of 1933.

                      Very truly yours,

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






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