VARIABLE ACCOUNT B AMERICAN INTL LIFE ASSUR CO OF NEW YORK
497, 2000-06-23
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                                          American International Life Assurance
                                                            Company of New York
                                                             Variable Account B
                                                                 80 Pine Street
                                                            New York, NY  10005
                                                                 1-302-594-2622


              Group Flexible Premium Variable Universal Life Policy

American  International  Life  Assurance  Company of New York is  offering  life
insurance  coverage under the group  flexible  premium  variable  universal life
policy. The policy provides  insurance  protection for individuals within groups
under corporate owned or sponsored  arrangements.  Corporate owned  arrangements
are when an  employer  (or trust  established  by an  employer)  purchases  life
insurance coverage on their employees. The employer or trust is the beneficiary.
Sponsored  arrangements  are those  instances  where an  employer,  a  financial
institution  or  association  allows  us  to  sell  insurance  policies  to  its
employees, depositors or members.

The  description  of the policy in this  prospectus is fully  applicable to your
certificate and the word "policy" includes any such certificate.

The policy allows you as the Owner of the policy, within limits, to:

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

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

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

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

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

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

INVESTMENTS IN THESE CONTRACTS ARE NOT INSURED BY THE FEDERAL DEPOSIT  INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY GOVERNMENT AGENCY. ANY INVESTMENT
IN THE CONTRACT INVOLVES CERTAIN INVESTMENT RISKS WHICH MAY INCLUDE THE POSSIBLE
LOSS OF PRINCIPAL.

THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.

                             Prospectus May 1, 2000


<PAGE>



                               Investment Options


Variable Investment Options

The Separate  Account is divided into  subaccounts.  Each subaccount  invests in
shares  of a  specific  portfolio  of the  funds  which  are  named  below.  The
prospectuses for the funds contain information about each portfolio.  You should
read these prospectuses carefully.
<TABLE>

<S>                                                           <C>
Alliance Variable Product Series Fund                         The Universal Institutional Funds, Inc.

o Growth and Income Portfolio (Class A)                       o Fixed Income Portfolio
o Premier Growth Portfolio (Class A)                          o High Yield Portfolio
o Quasar Portfolio (Class A)                                  o Mid Cap Growth Portfolio
o Growth (Class A)                                            o Money Market Portfolio
o North American Government Income (Class A)                  o Technology Portfolio
                                                              o Emerging Markets Equity Portfolio
                                                              o Mid Cap Value Portfolio
Fidelity Variable Insurance Products Fund II and III

o VIP II Contrafund Portfolio                                 Neuberger Berman Advisers Management Trust
o VIP II Index 500 Portfolio
o VIP III Balanced Portfolio                                  o AMT Partners Portfolio

Goldman Sachs Variable Insurance Trust

o CORE SM Large Cap Growth Fund                               Franklin Templeton Variable Insurance Products Trust
o CORE SM U.S. Equity Fund                                    (VIP)
o Global Income Fund
o International Equity Fund                                   o Templeton Developing Markets  Securities Fund-Class 2
                                                              (previously Templeton Developing Markets Fund)
                                                              o Templeton International Securities Fund -Class 2
                                                              (previously Templeton International Fund)
Berger Institutional Products Trust                           o Templeton Growth Securities Fund - Class 2
                                                               (previously Templeton Global Growth Fund)

o        IPT Small Company Growth                             American Century Variable Portfolios, Inc.
o        IPT New Generation
                                                              o        VP International
PIMCO Variable Insurance Trust                                o        VP Income and  Growth

o        Long Term U.S. Government
o        Total Return Bond


</TABLE>

Guaranteed Investment Option

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



                                Table of Contents


Special Terms

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

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

The Investment Options
     Variable Investment Options
     Guaranteed Investment Option

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

Death Benefits
     Life Insurance Proceeds
     Death Benefit Options
     Changes in Death Benefit Options
     Changes in Face Amount

Cash Benefits During the Insured's Life
     Loans
     Partial Surrender
     Surrendering the Policy for Net Cash Surrender Value

Payment Options for Benefits



<PAGE>



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

Other Policy Provisions

Performance Information

Federal Income Tax Considerations

Distribution of the Policy

About Us and the Accounts
     The Company
     The Separate Account
     The Guaranteed Account

Our Directors and Executive Officers

Other Information
     State Regulation
     Legal Proceedings
     Experts
     Legal Matters
     Published Ratings

Financial Statements

Appendices





<PAGE>



                                  Special Terms


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

Accounts. The Separate Account and the Guaranteed Account.

We use Account Value to determine your policy benefits. How we determine Account
Value is described on page 21.

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

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

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

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

Allocation  Date.  The first business day after the period to examine and cancel
expires.

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

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

How we determine the Cash Surrender Value is shown on page 24.

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

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

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

You will specify the initial Face Face Amount. The amount of insurance specified
by the Owner and from Amount in your policy application.  which we determine the
Death Benefit Amount. The policy will also show the initial Face Amount.

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


<PAGE>


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

Insured.  A person  whose  life is  covered  under  the  policy.  At the time of
application,  the insured must be 80 years of age or younger.  Unless  otherwise
agreed to by Us.

We measure contestability periods from the Issue Date.

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

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

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

Maturity  Date.  The first policy  anniversary  following  the  Insured's  100th
birthday.

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

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

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

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

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

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

Planned Periodic  Premium.  The amount and frequency of premium to be paid until
the Maturity Date. You select this at the time of application.

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

Policy Date.  The date as of which we have  received the initial  premium and an
application in good order. Coverage will not begin unless your policy is issued.

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

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

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

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



<PAGE>


                              Summary of the Policy


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

                                    Overview

If you select any variable The policy is a flexible premium  variable  universal
life policy.  Like investment  options,  your policy traditional life insurance,
the policy  provides an initial  minimum death benefits will vary based upon the
benefit and cash benefits that you can access  through  loans,  partial  returns
earned by those variable surrenders or a full surrender. Unlike traditional life
insurance, you investment options. The returns may may choose how to invest your
Account Value. be zero or negative and you bear this risk.

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


Applying for a Policy

You may  apply for a policy to cover a person,  the  "Insured,"  who is  between
18-80 years of age. Unless otherwise agreed to by Us.


Amount of life insurance benefits

When you apply for a policy,  you must select the Face  Amount.  The Face Amount
must be at least $50,000, for all Insureds.

When your  coverage  will become  effective.  Your policy will become  effective
after:

o    We accept your application.

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

o    We have completed our review to our satisfaction

Your right to cancel the policy

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

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

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


<PAGE>



Premium Payments

Minimum initial premium

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

Planned periodic premium.

When you apply for a policy,  you will select the amount of premium payments you
plan to pay during the term of the policy.  We will establish a minimum for this
amount. You will also select intervals when you plan to pay this premium amount,
such as monthly, quarterly, semiannually, or annually.

Flexibility in premium payments.

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

Account Value

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

o    the premiums you pay; and

o    the returns earned by the subaccounts you select; and

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

o    any loans or partial surrenders; and

o    the policy charges and expenses we deduct.

o    Surrender charges

Death Benefit

Death Benefit Selections.

When you apply for a policy, you must select:

o    The Face Amount.

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

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


<PAGE>



Death Benefit Options.

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

Level Death Benefit Option.

o        Level Death Benefit Option

The basic death benefit will be the greater of:

(1)  The Face Amount; or,

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

Increasing Death Benefit Option.

o    Increasing Death Benefit Option

The basic death benefit will be the greater of:

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

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

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

Tax Qualification Options.

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

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

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

Changes You May Make.

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

     Cash Benefits During the Life of the Insured

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

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

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

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

Expenses reduce your returns under the policy

Expenses  of the Policy

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

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

o    upon certain transactions.

Deduction From Premium -- we will deduct state premium taxes,  federal taxes and
sales charges from your premium payments. Premium taxes are charges at a percent
of premium  equal to state and local tax rates based on the  Insured's  place of
residence.  DAC taxes will be deducted  from Account  Value at a rate imposed by
federal tax law, currently equivalent to 1.00%of Premium. In place of these lump
sum  deductions  for premium  and DAC taxes,  we may offer  optional  methods of
payment at the time you apply for a policy.  Total sales charges will not exceed
9% of premium.

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

o    The  administration  of your  policy up to a  maximum  of $10 per month per
     insured. For fully underwritten business,  there is an additional charge of
     up to $25 per month per insured for the first  Policy Year and the first 12
     months following an increase in Face Amount.

o    The cost of insurance for your policy.


o    The costs  associated  with  mortality  and expense risk  charges.  We will
     deduct a daily charge from your Policy Account Value in the subaccounts for
     assuming certain mortality and expense risks under the policy.  This charge
     does not apply to the amounts you allocate in the Guaranteed  Account.  The
     current  charge  is at an  annual  rate  of  0.50%  of  net  assets  in the
     subaccounts.  Although,  we reserve the right to increase or decrease  this
     charge,  it is  guaranteed  not to exceed  1.00% for the  duration  of your
     policy.  If your policy is issued at a charge of less than  1.00%,  we will
     notify you before we  increase  this  charge.  We may realize a profit from
     this charge.


o    The cost of any supplemental benefits and riders.

o    The  Acquisition  and  Underwriting  costs of your  Policy  Subject  to our
     approval,  you may  request  us to take the  monthly  deductions  from your
     unloaned Account Value allocated to the Money Market Subaccount, Guaranteed
     Account  or  specified  subaccounts.  Otherwise  we will  take the  monthly
     deductions  from each  Subaccount and the Guaranteed  Account on a pro rata
     basis.

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

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

Administrative Charges for Partial Surrenders.

o    Partial  Surrenders  -- We charge  the  lesser  of $25 or 2% of the  amount
     surrendered for processing any withdrawal. In certain states the charge may
     be the lesser of $25 or 2% of the amount surrendered.

Surrender Charges for Partial Surrenders.

A partial  surrender  may also be subject to a  surrender  charge.  A  surrender
charge for partial  surrenders  is equal to a pro rata portion of the  surrender
charge that would apply to a full  surrender.  This applies  during the first 14
Policy  Years and for the first 14 years  immediately  following  an increase in
Face Amount.

o    Surrender  -- If you  request a full  surrender  during the first 14 Policy
     Years,  we may deduct a surrender  charge based on the initial Face Amount.
     If you request a surrender within 14 Policy Years immediately  following an
     increase in Face  Amount,  we will deduct a surrender  charge  based on the
     increase in Face Amount.  The surrender  charge will be deducted before any
     surrender proceeds are paid.

Surrender Charge for Face Amount Decreases.

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

     Policy Charges and Deductions

Transaction Charges

Sales Charge -- not to exceed 9% of each premium payment

DAC Tax Charge--1.00% of each premium payment.

Premium Tax Charge (1)-- depends on the state of residence.

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

Surrender  Charge  -- during  the  first 14 Policy  Years and the first 14 years
immediately  following  an  increase  in Face  Amount,  there may be a surrender
charge. (2)


<PAGE>


Partial Surrender Administrative Charge

Lesser of $25 or 2% of the amount surrendered.

Account Value Charges (deducted monthly)

Cost of  Insurance  Charge (3)  Current  COI rates  will  never  exceed the 1980
Commissioners Standard Ordinary Mortality Tables.

Monthly Expense Charge Per Policy


Current Charge - $6.00     Guaranteed Charge - $10.00


For fully underwritten  business,  there is an additional monthly administrative
charge  during  the first  Policy  Year and  during  the first 12 policy  months
following  an  increase in Face Amount  currently  at a monthly  rate of $20 per
insured, guaranteed not to exceed $25 per insured per policy month

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


Mortality and Expense Risk Charge:  Current Charge - 0.50%
Guaranteed Charge - 1.00%


1.   We deduct a premium tax charge equal to the actual state and local tax rate
     from each  premium  payment.  Typical  State and  local  premium  tax rates
     currently range from 2% to 3.5%.

2.   A policy's surrender charge is based on the Policy Year, issue age, sex and
     smoker status of the Insured and the policy's Face Amount. If a policy were
     surrendered  in the ninth Policy Year, a 45-year old  nonsmoking  male with
     $500,000 Face Amount policy, the surrender charge would be $7,800.00. For a
     65-year-old  nonsmoking male purchasing a $200,000 Face Amount policy,  the
     surrender charge premium would be $5,520.00. The lowest and highest maximum
     surrender  charge  will  range  from  $12.00 to $40.00  per  $1,000 of Face
     Amount. (See Appendix A for additional examples of surrender charges).

3.   Current and guaranteed cost of insurance charges are based on the issue age
     (or attained age in the case of increase in Specified  Amount),  sex,  rate
     class of the Insured, and Policy Year. The current cost of insurance charge
     will never  exceed the  guaranteed  cost of  insurance  charge shown in the
     policy. (See "Charges and Deductions - Cost of Insurance Charge.")


<PAGE>




                            Annual Portfolio Expenses

                           Before Waiver/Reimbursement

                             As of December 31, 1999

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

                                                                        Management       Other      12b-1       Total
                                                                         Fees          Expenses(1)   Fees      Expenses
<S>                                                                      <C>            <C>         <C>         <C>
Alliance Variable Product Series Fund

Growth and Income Portfolio                                              0.63%          0.08%       0.00%       0.71%
Premier Growth Portfolio                                                 1.00%          0.05%       0.00%       1.05%
Quasar Portfolio                                                         1.00%          0.19%       0.00%       1.19%
Growth Portfolio                                                         0.75%          0.09%       0.00%       0.84%
North American Government Income Portfolio(2)                            0.65%          0.55%       0.00%       1.20%

American Century Variable Portfolios, Inc.

VP Income and Growth Portfolio                                           0.70%          0.00%       0.00%       0.70%
VP International Portfolio(3)                                            1.34%          0.00%       0.00%       1.34%

Berger Institutional Products Trust (4)

IPT New Generation                                                       0.85%          2.10%       0.00%       2.95%
IPT Small Company Growth                                                 0.85%          0.64%       0.00%       1.49%

Fidelity Variable Insurance Products Fund II & III - Initial Class(5)

VIP II Contrafund Portfolio                                              0.58%          0.09%       0.00%       0.67%
VIP II Index 500 Portfolio                                               0.24%          0.10%       0.00%       0.34%
VIP III Balanced Portfolio                                               0.43%          0.14%       0.00%       0.57%

Goldman Sachs Variable Insurance Trust(6)

CORE SM U.S. Equity Fund                                                 0.70%          0.20%       0.00%       0.90%
CORE SM Large Cap Growth Fund                                            0.70%          0.42%       0.00%       1.12%
Global Income Fund                                                       0.90%          1.78%       0.00%       2.68%
International Equity Fund                                                1.00%          0.77%       0.00%       1.77%

Morgan Stanley Universal Institutional Funds (7)

Emerging Markets Equity Portfolio                                        1.25%          1.37%       0.00%       2.62%
Fixed Income Portfolio                                                   0.40%          0.56%       0.00%       0.96%
High Yield Portfolio                                                     0.50%          0.61%       0.00%       1.11%
Mid Cap Growth Portfolio                                                 0.75%          7.31%       0.00%       8.06%
Mid Cap Value Portfolio                                                  0.75%          0.62%       0.00%       1.37%
Money Market Portfolio                                                   0.30%          0.47%       0.00%       0.77%
Technology Portfolio                                                     0.80%         11.77%       0.00%       12.57%

Neuberger Berman Advisers Management Trust

AMT Partners Portfolio                                                   0.80%          0.07%       0.00%       0.87%

PIMCO Variable Insurance Trust (8)

Long-Term U.S. Government Portfolio                                      0.65%          0.06%       0.00%       0.71%
Total Return Bond Portfolio                                              0.65%          0.04%       0.00%       0.69%

Franklin Templeton Variable Insurance Products Trust (VIP) (9)

Templeton Developing Markets Securities Fund - Class 2                   1.25%          0.31%       0.25%       1.81%
Templeton International Securities Fund - Class 2                        0.69%          0.19%       0.25%       1.13%
Templeton Growth Securities Fund - Class 2                               0.83%          0.05%       0.25%       1.13%

</TABLE>




<PAGE>

Other Expenses After Waivers/Reimbursement


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

2.   As a percentage of average  daily net assets,  "Total  Operating  Expenses"
     after  reimbursement  by Alliance  Capital  Management  L.P. for the period
     ended December 31, 1999, were 0.95% for North American Government Income.

3.   The Fund has a stepped fee schedule. As a result, the fund's management fee
     rate generally decreases as fund assets increase.

4.   Under a written contract, the Fund's investment advisor waives its fees and
     reimburses  the fund to the extent  that at any time during the life of the
     Fund, the Fund's annual  operating  expenses exceed 1.15%. The contract may
     not be  terminated  or  amended  except  by a vote of the  Fund's  Board of
     Trustees.  The expenses shown for the Berger IPT - New Generation  Fund are
     based on estimates for the Fund's first full year of operations.

5.   Fidelity Management & Research Company agreed to reimburse a portion of VIP
     II Index  500 and  Contrafund  and VIP III  Balanced  Portfolio's  expenses
     during  the  period.  With this  reimbursement,  "Management  Fee,"  "Other
     Expenses" and "Total  Operating  Expenses"  are 0.24%,  0.04% and 0.28% for
     Index 500 and 0.58%,  0.07% and 0.65% for Contrafund,  and 0.43%, 0.12% and
     0.55% for Balanced, respectively.

6.   Each Fund's expenses are based on estimated  expenses for fiscal year ended
     December 31, 2000.  Goldman Sachs Asset  Management and Goldman Sachs Asset
     Management International have voluntarily agreed to reduce or limit certain
     expenses  (excluding  management fees, taxes,  interest and brokerage fees,
     and litigation,  indemnification and other  extraordinary  expenses) to the
     extent such expenses exceed the percentage  stated below (as calculated per
     annum) of each  Fund's  respective  average  daily net  assets.  With these
     limitations   described  above,   "Other  Expenses"  and  "Total  Operating
     Expenses" are: CORESM U.S. Equity Fund,  0.20% and 0.90%;  CORESM Large Cap
     Growth Fund, 0.20% and 0.90%;  International  Equity Fund, 0.35% and 1.35%;
     and Global  Income  Fund,  0.25% and 1.15%.  The  investment  advisers  may
     discontinue or modify any limitations in the future at its  discretion.

7.   The investment  adviser assigned to a portfolio is entitled to receive from
     such portfolio a management fee, payable quarterly,  at an annual rate as a
     percentage of average daily net assets as set forth in the prospectus. With
     respect to the Money Market,  Fixed Income, High Yield, Mid Cap Growth, Mid
     Cap  Value,  Emerging  Markets  Equity  and  Technology  Portfolios,   each
     portfolio's   investment  adviser  has  voluntarily  agreed  to  waive  its
     investment advisory fees to reimburse the portfolios so such fees would not
     cause their respective "Total Operating  Expenses" to exceed the following:
     Emerging  Markets Equity 1.79%;  Fixed Income 0.70%;  High Yield 0.80%; Mid
     Cap Growth 1.05%;  Mid Cap Value 1.05%;  Technology  1.15% and Money Market
     0.55%.

8.   "Other Expenses" reflect each Portfolio's  organizational  expenses and pro
     rata Trustees' fees. PIMCO has contractually  agreed to reduce total annual
     portfolio  operating  expenses to the extent they would exceed,  due to the
     payment of  organizational  expenses and  Trustees'  feed,  0.65% and 0.65%
     respectively  of  average  daily net assets  for the PIMCO  Long-Term  U.S.
     Government and Total Return Portfolios.

9.   On 2/8/00  shareholders  approved a merger and reorganization that combined
     the funds  effective  5/1/00 The  shareholders of the fund had approved new
     management  fees which apply to the combined  fund  effective  5/1/00.  The
     table shows restated total expenses based on the new fees and the assets of
     the funds as of 12/31/99 and not the assets of the combined funds.  Class 2
     shares of the portfolio have a distribution plan or "Rule 12B-1 Plan" which
     is described in the Funds' prospectus.


Expenses of the variable investment options also reduce your returns.

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


<PAGE>

Federal Tax Considerations

You should consider the impact of the Code.

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


<PAGE>



                               Purchasing a Policy



Applying for a Policy

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


Our age requirement for the Insured.

You may  apply  for a  policy  to  cover a  person  who is at least 18 but 80 or
younger.

The minimum Face Amount.

The Face Amount must be at least $50,000, for each Insured.

We require a minimum initial premium.

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

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

When your coverage will be effective.

Your policy will become effective after:

o    We accept your application.

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

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

Your Right to Cancel the Policy

Period to Examine and Cancel.

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

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

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

This is your "Period to Examine and Cancel."

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

How to cancel your policy.

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

Premiums

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

All your premium payments must comply with our requirements.

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


o    If it is less than $50.

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

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

Types of premium payments

Minimum  Initial  Premium.  We will calculate the minimum initial  premium.  The
amount is based on a number of factors,  including the Age, sex and underwriting
class of the  proposed  Insured,  the desired  Face Amount and any  supplemental
benefits or riders applied for.

We establish a minimum planned periodic premium.

Planned Periodic  Premiums.  When you apply for a policy,  you select a plan for
paying level  premiums at specified  intervals.  The  intervals  may be monthly,
quarterly,  semi-annually  or  annually,  for the  life of the  policy.  We will
establish a minimum amount that may be used as the planned periodic premium.  We
may  recalculate  this  minimum  amount  if the Face  Amount  of the  policy  is
increased or decreased.

You are not required to pay premiums in accordance with this plan.  Rather,  you
can pay  more or less  than  the  planned  periodic  premium  or skip a  planned
periodic premium entirely.

At any time you can change the amount and frequency of planned  periodic premium
by sending a written notice to our Administrative Office.


<PAGE>



Additional  Premiums.  Additional  premiums  are  premiums  other  than  planned
premiums.  Additional premiums may be paid in any amount and at any time subject
to the Code.

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

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

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

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

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

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

Your policy will not terminate immediately after your Account is insufficient.

Grace Period. In order for insurance  coverage to remain in force, the Value Net
Cash  Surrender  Value on each Monthly  Anniversary  must be equal to or greater
than the total monthly deductions for that Monthly Anniversary.

If it is not,  you have a Grace  Period of 61 days during  which the policy will
continue in force.  The Grace Period begins on the Monthly  Anniversary that the
Net Cash Surrender Value is less than the total monthly  deductions then due. If
we do not receive a sufficient  premium before the end of the Grace Period,  the
policy will terminate without value.

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

A Grace Period of 61 days has begun.

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

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


<PAGE>



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

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

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

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

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

o    Each allocation percentage must be a whole number; and,

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

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

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


<PAGE>


The Investment Options



You may allocate your Account Value to:

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

o    the Guaranteed Account.

Variable Investment Options

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

Alliance Variable Products Series Fund

Growth and Income  Portfolio -- seeks to balance the  objectives  of  reasonable
current income and reasonable opportunities for appreciation through investments
primarily in dividend-paying common stocks of good quality. Investments may also
be made in fixed income securities and convertible securities.

Growth Portfolio - provides long term growth of capital.  Current income is only
an incidental  consideration.  The  portfolio  seeks to achieve its objective by
investing  primarily in equity  securities of companies with favorable  earnings
outlooks,  which have long-term growth rates that are expected to exceed that of
the U.S. economy over time.

North American  Government  Income Portfolio- seeks the highest level of current
income that is available from portfolios of debt securities issued or guaranteed
by the  governments  of the  United  States,  Canada,  Mexico,  their  political
subdivisions,  (including Canadian provinces, but excluding states of the United
States) agencies, instrumentalities, or authorities.

Premier  Growth  Portfolio  -- seeks  growth of capital by  pursuing  aggressive
investment  policies.  The portfolio  invests  primarily in equity securities of
U.S. companies that are judged likely to achieve superior earnings growth.

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

The  Alliance  Variable  Products  Series  Fund is managed by  Alliance  Capital
Management L.P.

American Century Variable Portfolios, Inc.

American  Century VP International is for long-term equity investors who want to
diversify their domestic portfolio by adding broad exposure to developed foreign
markets through the stocks of larger, fast growing companies.

American  Century VP Income and Growth - seeks dividend  growth,  current income
and capital  appreciation by investing in diversified  portfolio of U.S. stocks.
The  management  team strives to outperform the S&P 500 over time while matching
the risk characteristics of the index.

The funds' investment  advisor is American Century Investment  Management,  Inc.
The advisor is responsible  for managing the investment  portfolios of the funds
and directing the purchases and sales of its investment securities.  The advisor
also arranges for transfer agency,  custody and all other services necessary for
the funds to operate.

Berger  Institutional  Products  Trust Berger IPT - Small Company  Growth Fund -
seeks capital  appreciation by (IPT) investing  primarily in a diversified group
of stocks of small growth  companies  that have  dominant  positions in emerging
industries or growing market shares in larger, fragmented industries.

Berger IPT New  Generation  Fund - seeks  capital  appreciation  by investing in
innovative companies that are focused on tomorrow.

Berger LLC is the investment  advisor to these Funds.  Berger LLC is responsible
for managing the investment operations of the Funds and the composition of their
investment portfolios.  Berger LLC also acts as each Funds' administrator and is
responsible  for such  functions as monitoring  compliance  with all  applicable
federal and state laws.

Fidelity Variable Insurance Products Fund II and III

VIP II Contrafund Portfolio-- seeks long term capital appreciation.

VIP II Index 500 Portfolio -- seeks  investment  results that  correspond to the
total  return  of  common  stocks  publicly  traded  in the  United  States,  as
represented by the S&P 500.

VIP III Balanced Portfolio - seeks both income and growth of capital.

Fidelity  Management  &  Research  Company  is the  investment  adviser  for the
Fidelity Variable  Insurance  Products Fund II and III. Bankers Trust Company, a
wholly-owned  subsidiary of Bankers Trust Corporation (formerly Bankers Trust of
New York  Corporation),  currently serves as the sub-adviser to VIP II Index 500
Portfolio.


<PAGE>

Goldman Sachs Variable Insurance Trust

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

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

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

International  Equity  Fund --  seeks  long-term  capital  appreciation  through
investments  in equity  securities of companies  that are organized  outside the
U.S. or whose  securities  are  principally  traded  outside  the U.S.  The Fund
intends to invest in companies with public stock market capitalizations that are
larger than $1 billion at the time of investment.

Goldman  Sachs Asset  Management  ("GSAM") - unit of the  Investment  Management
Division of Goldman Sachs and Co.,  serves as  investment  adviser to, CORE U.S.
Equity, CORE Large Cap Growth,  GSAM International  serves as investment adviser
to the International Equity and Global Income Funds.

The investment objective and policies of the Funds are similar to the investment
objectives  and  policies  of other  mutual  funds that the  Investment  Adviser
manages.  Although the  objectives  and policies may be similar,  the investment
results  of the  Funds may be higher or lower  than the  results  of such  other
mutual  funds.   The  Investment   Adviser  cannot   guarantee,   and  makes  no
representation,  that the investment results of similar funds will be comparable
even though the funds have the same Investment Adviser.


<PAGE>

The Universal Institutional Funds, Inc.

Fixed Income Portfolio-- seeks above average total return over a market cycle of
three to five  years by  investing  primarily  in a  diversified  mix of  dollar
denominated   investment  grade  fixed  income  securities,   particularly  U.S.
government  corporate and mortgage  securities.  The Portfolio  ordinarily  will
maintain an average weighted maturity in excess of five years. The Portfolio may
invest  opportunistically  in  non-dollar  denominated  securities  and in below
investment grade securities.

High Yield  Portfolio -- seeks total return over a market cycle of three to five
years by investing  primarily in high yield securities  (commonly referred to as
"junk bonds") The  Portfolio  may also invest in  investment  grade fixed income
securities,  including U.S. Government securities,  corporate bonds and mortgage
securities. The Portfolio may invest to a limited extent in foreign fixed income
securities including emerging markets securities.

Emerging  Markets Equity  Portfolio - seeks  long-term  capital  appreciation by
investing primarily in growth-oriented  equity securities of issuers in emerging
market countries.

Mid Cap Value  Portfolio  - seeks total  return over a market  cycle of three to
five years by investing in common stocks and other equity securities.

Mid Cap Growth  Portfolio - seeks long term  capital by  investing  primarily in
common  stocks of  companies  with  capitalizations  in the  range of  companies
included in the S&P MidCap 400 Index (currently $500 million to $6 billion). The
investment  adviser  focuses on companies  that  demonstrate  one or more of the
following characteristics:  high earnings growth rates, growth stability, rising
profitability  and the ability to product earnings that consistently beat market
expectations.

Money Market  Portfolio -- seeks to maximize current income and preserve capital
while  maintaining  liquidity  by investing  in money  market  instruments  with
effective  maturities  of 397  days  or  less.  In  selecting  investments,  the
investment adviser seeks to maintain a share price of $1.00 per share

Technology   Portfolio-  seeks  long  term  capital  appreciation  by  investing
primarily in equity securities of companies that the investment  adviser expects
to  benefit  from  their   involvement  in  technology  and   technology-related
securities.

The investment  adviser for Money Market  Portfolio and Technology  Portfolio is
Morgan Stanley Dean Witter Investment Management Inc., a wholly owned subsidiary
of Morgan Stanley Dean Witter & Co., which is a publicly owned global  financial
services  corporation.  The Subadviser for the Money Market  Portfolio is Morgan
Stanley Dean Witter Advisors,  Inc., a wholly-owned subsidiary of Morgan Stanley
Dean  Witter & Co.  The  investment  adviser  for the  Emerging  Markets  Equity
Portfolio is Morgan Stanley Asset Management.  The investment  adviser for Fixed
Income  Portfolio,  Mid Cap Growth  Portfolio,  Mid Cap Value Portfolio and High
Yield  Portfolio  is  Miller  Anderson  &  Sherrerd,  LLP,  which is  indirectly
wholly-owned by Morgan Stanley Dean Witter & Co.

Neuberger Berman Advisers Management Trust ("AMT")

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

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

Shares of the separate  Portfolios of Neuberger Berman Advisers Management Trust
are sold only through the currently  effective  prospectus and are not available
to the general  public.  Shares of the AMT  Portfolios  may be purchased only by
life  insurance  companies to be used with their separate  accounts,  which fund
variable annuity and variable life insurance policies.

Neuberger  Berman  Management  Inc.  serves  as the  investment  manager  of the
Portfolio. Neuberger Berman, LLC serves as the sub-adviser.


PIMCO Variable Insurance Trust

Total  Return Bond  Portfolio:  seeks  maximum  total  return,  consistent  with
preservation of capital and prudent investment management. The Portfolio invests
under normal circumstances at least 65% of its assets in a diversified portfolio
of fixed  income  instruments  of  varying  maturities.  The  average  portfolio
duration  of this  Portfolio  will  normally  vary  within a three- to  six-year
timeframe based on PIMCO's forecast for interest rates.

Long-Term U.S. Government Portfolio: seeks maximum total return, consistent with
preservation of capital and prudent investment management. The Portfolio invests
under normal circumstances at least 65% of its assets in a diversified portfolio
of fixed income securities that are issued or guaranteed by the U.S. government,
its agencies or government-sponsored  enterprises.  This Portfolio will normally
have a minimum average portfolio duration of eight years.

Pacific Investment  Management Company ("PIMCO") serves as investment adviser to
each Portfolio of the PIMCO Variable  Insurance Trust.  PIMCO is responsible for
managing  the  investment  activities  of the  Portfolios  and  the  Portfolios'
business affairs and other administrative matters.


<PAGE>

Franklin Templeton Variable Insurance Products Trust (VIP)

Templeton  Developing  Markets  Securities  Fund -  Class 2 --  seeks  long-term
capital appreciation. The fund invests primarily in equity securities that trade
in emerging markets or are issued by companies that derive revenue from goods or
services  produced,  or have their  principal  activities  or assets in emerging
market countries.

Templeton Growth Securities Fund - seeks long term capital growth. The Fund will
primarily invest in equity securities of companies located anywhere in the world
including those in the U.S. and emerging countries.

Templeton  International  Securities  Fund - Class 2 -- seeks long term  capital
growth.  The Fund  invests  primarily  in stocks of  companies  and  governments
located outside the United States, including emerging markets.

Templeton  Asset  Management  Ltd.  serves  as  the  investment  manager  to the
Templeton Developing Markets Securities Fund. Templeton Investment Counsel, Inc.
serves as the investment manager to the Templeton International Securities Fund.
Templeton  Global  Advisors  Limited (TGAL) serves as the investment  manager to
Templeton Growth  Securities  Fund. Only Class 2 shares of Templeton  Developing
Markets  Securities  Fund,   Templeton  Growth  Securities  Fund  and  Templeton
International Securities Fund are available under the policy.

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



<PAGE>



Guaranteed Investment Option

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

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

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

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

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


<PAGE>


                         Investing Your Account Value



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

o    The returns earned by the subaccounts you select.

o    Interest credited on amounts allocated to the Guaranteed Account.

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

Determining the Account Value

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

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

o    Your Account Value held in the subaccounts; and

o    Your Account Value held in the Guaranteed Account.

Your Account Value will reflect:

o    the premiums you pay; and,

o    the returns earned by the subaccounts you select; and,

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

o    any loans or partial surrender; and,

o    the policy expenses we deduct.



<PAGE>



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

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

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

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

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

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

Guaranteed  Account Value. On any Valuation Date, the Guaranteed Account portion
of your policy Account Value equals:  o the total of all Net Premium,  allocated
to the Guaranteed Account, plus

o    any amounts transferred to the Guaranteed Account, plus

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

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

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

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

o    the amount of the Loan Account.

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

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

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

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

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

o    the Cash Surrender Value, less

o    the outstanding loan on that date.

Transfers

You may  transfer  Account  Value among the  subaccounts  and to the  Guaranteed
Account after the period to examine and cancel.  All transfer  requests,  except
for  those  made  under the  Dollar  Cost  Averaging  or  Automatic  Rebalancing
programs, must satisfy the following requirements:

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

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

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

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


<PAGE>



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

Telephone  Transfers.  If you have  completed  an  authorization  form  allowing
telephone transfers,  you may request transfers by telephone.  Upon receipt of a
telephone   transfer   authorization   form,   we  will  issue  you  a  personal
identification  number. We confirm all telephone  transfers in writing.  We will
confirm  transfer  requests  received by fax before  processing them. You should
review  all  confirmations  to  determine  if there  have been any  unauthorized
transfers.

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

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

Dollar Cost Averaging

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

Under this  program  we will  automatically  transfer  monthly a portion of your
Account  Value.  Unless you give us other  instructions,  we will  allocate  the
transfer  as  you  have  specified  in  your  most  current  premium  allocation
instructions. However, no less than 5% may be allocated to any one subaccount or
to the  Guaranteed  Account.  We will make the  transfers  from the Money Market
Subaccount as long as the Account  value is at least $2,000.  There is no charge
for this option.  Transfers in  connection  with the dollar cost  averaging  and
Automatic Rebalancing features will not count against the 12 free transfers in a
Policy Year.


<PAGE>



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

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

o    A  specified  percentage--  we  will  automatically  transfer  a  specified
     percentage of the amount in the transferring  subaccount in accordance with
     your most current premium  allocation  instructions  for a specified period
     until your Account Value in the transferring subaccount is depleted.

You may allocate  additional  amounts into the  transferring  subaccount  at any
time.

We  reserve  the  right  to  establish  transfer  limits  and  to  restrict  the
subaccounts from which transfers may be made.

Automatic Rebalancing

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

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

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

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

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

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

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

We will stop processing automatic transfers if:

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

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

o    We receive notification of death of the Insured; or o Your policy goes into
     the Grace Period.

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


<PAGE>


                                 Death Benefits

Life Insurance Proceeds

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

o    satisfactory proof of the Insured's death; and

o    the policy.

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

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

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

Amount of Life Insurance Proceeds. We will determine the Life Insurance Proceeds
as of the date of the Insured's death. The Life Insurance Proceeds will equal:

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

o    any  other  benefits  then  due  from  riders  to the  policy;  minus o the
     outstanding  loan, if any, and accrued loan  interest;  minus

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

Death Benefit Options

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

Level Death Benefit Option I.

o    Option I

The basic death benefit will be the greater of:

1.   the Face Amount; or

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

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


<PAGE>

Increasing Death Benefit Option II.

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

1.   the Face Amount plus the Account Value; or

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

This death benefit option should be considered if you want your death benefit to
increase with your policy's Account Value.

Tax Qualification Options.

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

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

The two tax qualification options are:

o    Guideline Premium/Cash Value Corridor Test.

o    Cash Value Accumulation Test.

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

Changes in Death Benefit Options

If you have  selected  the Level  Death  Benefit  Option  you may  change to the
Increasing  Death Benefit Option.  You may also change from the Increasing Death
Benefit Option to the Level Death Benefit Option.

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

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


<PAGE>



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

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

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

Changes in Face Amount

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

Increases in Face Amount. Any request for an increase:

o    Must be for at least $10,000.

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

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

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

Decreases in Face Amount. Any request for a decrease:

o    Must be at least $5,000.

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

o    And, during any one of the first five (5) Policy Years, the Face Amount may
     not be decreased  by more than 10% of the initial Face Amount.  If the Face
     Amount is  decreased  during the first 14 Policy  Years or within 14 Policy
     Years of an increase in Face Amount, a surrender charge may be applicable.

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


Cash Benefits During the Insured's Life

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

Loans

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

o    Maximum Loan Amount

After the First  Policy Year -- The maximum  loan amount is 90% of your Net Cash
Surrender Value.

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

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

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

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


<PAGE>



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

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

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

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

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

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

o    accrued interest not yet due.

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

Partial Surrender

Requirements for Partial Surrender.

We will not allow a partial surrender during the first Policy Year or during the
first 12 months  following  an increase in Face  Amount.  We limit the number of
partial surrenders you may make to two per year. We may limit the minimum amount
of partial surrenders.

o    Maximum Partial Surrender Amount -- Up to a maximum of 90% of your policy's
     Net Cash Surrender Value except that the partial surrender must be at least
     $500 and may not cause the Face Amount to be less than the required minimum
     Face Amount.


<PAGE>

How to request a partial surrender.

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

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

Expenses for Partial Surrender.  We will deduct the applicable  surrender charge
on a partial  surrender.  This charge will be deducted  from your Account  Value
along with the amount requested to be surrendered and will be considered part of
the partial surrender (together, the "partial surrender amount").  Currently, we
assess a processing charge for each withdrawal of the lesser of $25 or 2% of the
amount surrendered.

Effect of Partial Surrender on Your Face Amount.  The Face Amount of your policy
will also be  reduced  by the  partial  surrender  amount if the  current  death
benefit option at the time of surrender is Option I.

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

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

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

3.   The initial Face Amount will then be decreased.

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

If we issued the policy under a corporate owned arrangement, a partial surrender
will be applied pro rata over all Insureds under the policy.

Partial surrenders from your policy may have tax consequences.

Surrendering the Policy for Net Cash Surrender Value

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


                          Payment Options for Benefits


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


                             Expenses of the Policy


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

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

o    upon certain transactions.

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

Deduction From Premium

Deduction  from Premium -- From each premium we will deduct state premium taxes,
federal deferred acquisition cost ("DAC") taxes, and sales charges, if any.

We deduct for premium taxes at an explicit percent of premium equal to state and
local tax rates  based on the  Insured's  place of  residence.  A typical  state
premium tax is in the range of 2% to 3.5% of premium.

DAC taxes are also based on premium.  We will deduct DAC taxes from your Account
Value at the time premium is received at a rate equal to 1.00% of premium.

In place of the lump sum deduction described above for premium and DAC taxes, we
may offer optional methods of payment at the time you apply for a policy.


<PAGE>



We may deduct a sales  charge  from each  premium and we may also deduct a sales
charge from Account Value. A deduction from Account Value may be either in place
of a deduction from premium or in combination with a deduction from premium. The
total sales charge will never exceed 9% of premium.

The sales  charge  partially  compensates  Us for the  expense  of  selling  and
distributing the policy,  printing prospectuses,  preparing sales literature and
paying  for  other  promotional  activities.  Some of  these  expenses  or other
administrative  expenses  may be assumed by an employer or group  sponsor  under
some employer-owned,  trust-owned, or sponsored arrangements. If so, in our sole
discretion,  we may offer the  policy  with no sales  charge or a reduced  sales
charge.


<PAGE>



Monthly Deductions From Account Value

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

We will deduct charges on each Monthly Anniversary for:

o    The administration of your policy.

o    The cost of insurance for your policy.

o    The acquisition and underwriting costs of your policy.

o    The cost associated with Mortality and Expense risk charges.

o    The cost of supplemental benefits and riders.

Administrative  Charge.  This charge compensates us for administrative  expenses
associated  with the  policy.  These  expenses  relate to  premium  billing  and
collection,  record keeping, processing claims, loans, policy changes, reporting
and overhead costs,  processing  applications and  establishing  policy records.
This  charge  will be no more than $10 per month for all  Policy  Years.  We may
reduce this charge.  There may be an additional  monthly  administrative  charge
during the first  Policy Year and the 12 months after an increase in Face Amount
per Insured. This charge will not exceed $25 a month per Insured.

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

Net Amount at Risk

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

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

b.   is the current total Account Value.



<PAGE>



However, if the Death Benefit Amount is a percentage of the Account Value of the
Policy, then the Net Amount at Risk is the Death Benefit Amount minus the amount
in the Account Value of the Policy at that time.

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

o    nonsmoker;

o    smoker;

o    substandard for those involving a higher mortality risk

o    Unismoke/Unisex

At our discretion we may offer this policy on a guaranteed issue basis.

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

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

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

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


<PAGE>




Our current cost of insurance rates may be less than the guaranteed  rates.  Our
current cost of insurance rates will be determined  based on our expectations as
to future mortality and persistency experience. These rates may change from time
to time. In our discretion, the current charge may be increased in any amount up
to the maximum guaranteed charge shown in the table.

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

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

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

Acquisition Expense. We will make a deduction from your policy Account Value for
expenses  associated with the acquisition and  underwriting  costs to issue your
policy. This charge will vary based on the Insured's Age, sex and rate class.


Deduction From Subaccount Assets

Mortality  and Expense Risk  Charge.  We deduct a daily charge from your Account
Value in the subaccounts for assuming certain  mortality and expense risks under
the  policy.  This  charge  does not apply to the  amounts  you  allocate to the
Guaranteed  Account.  The  current  charge is at an annual  rate of 0.50% of net
assets.  The  guaranteed  charge is at an annual rate of 1.00% of the subaccount
assets.  Although,  the  charge  may be  increased  or  decreased  at  the  sole
discretion  of the  Company,  it is  guaranteed  not to exceed an annual rate of
1.00% of your Account Value in the subaccounts for the duration of a policy.

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


Deductions Upon Policy Transactions

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

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

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

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

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

3.   is a factor based on the Policy Year when the surrender occurs as described
     in the following table:

                                                    Policy
                                                      Year            Factor

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



<PAGE>



A table of  surrender  charge  factors  per  $1,000  of Face  Amount is shown in
Appendix A.

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

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

o    upon a partial surrender; and

o    if you decrease your policy's Face Amount.

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

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

Partial  Surrender  Administrative  Charge.  We  reserve  the right to deduct an
administrative  charge  upon a  partial  surrender  of up to $25 or 2% of amount
surrendered, whichever is less.

Discount Purchase Programs

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


<PAGE>



Other Policy Provisions

Right to Exchange

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

a.   within 24 months after the Issue Date while the policy is in force; or

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

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

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

Limits on our Rights to Contest the Policy

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

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

Changes in the Policy or Benefits

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

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

When Proceeds Are Paid

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

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

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

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

As to amounts allocated to Our Guaranteed  Account,  We may defer payment of any
surrender or loan amount for up to six months after We receive a request for it.
We will  allow  interest,  at a rate of at  least  4% a  year,  on any Net  Cash
Surrender Value payment derived from Our Guaranteed Account that We defer for 10
days or more after We receive a request for it.


<PAGE>



Reports to Owners


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

     o    the receipt of any premium;

     o    any change of allocation of premiums;

     o    any transfer between subaccounts;

     o    any loan, interest repayment, or loan repayment;

     o    any partial surrender;

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

     o    any exercise of your right to cancel;

     o    an exchange of the policy;

     o    full surrender of the policy.

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

Assignment

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


<PAGE>



Reinstatement

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

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

     2.   Provide evidence of insurability satisfactory to Us;

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

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

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

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


<PAGE>


Performance Information

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

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

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

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

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

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


<PAGE>



Federal Income Tax Considerations

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

Tax Status of the Policy

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

The Company

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

Diversification and Investor Control

The  Code  requires  that  we  diversify  the  investments  underlying  variable
insurance  contracts.  If the investments  are not properly  diversified and any
remedial  period has passed,  Section 817(h) of the Code provides in general the
contract is immediately disqualified from treatment as a life insurance contract
for  federal  income  tax  purposes.  Disqualification  of the  policy as a life
insurance  contract  would  result in taxable  income to you at the time that we
allocate any earnings to your policy.  You would have taxable income even though
you have not received any payments under the policy.


<PAGE>




To the extent that any segregated  asset account with respect to a variable life
insurance  contract  invests  exclusively  in  securities  issued  by  the  U.S.
Treasury, the diversification  standard is satisfied. A segregated asset account
underlying  life  insurance  contracts  such as the  policy  will  also meet the
diversification requirements if, as of the close of each quarter:

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

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

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

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

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

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

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

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

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

We intend that each portfolio in which the subaccounts invest will be managed by
its investment adviser in compliance with these diversification requirements.

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

Tax Treatment of the Policy

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

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

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

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

Tax Treatment of Policy Benefits In General

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

Pre-Death Distribution

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


<PAGE>



Policies Not Classified as Modified Endowment Contracts

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

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

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

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


<PAGE>



Modified Endowment Contracts

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

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

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

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


<PAGE>



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

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

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

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

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

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

Possible Charge for the Company's Taxes

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


Distribution of the Policy



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

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

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

Other Policies Issued by the Company

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


<PAGE>



About Us and the Accounts



The Company

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

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




<PAGE>



The Separate Account

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

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

We own the assets in the Separate Account.  The Separate Account is divided into
subaccounts.  The Separate Account may include other  subaccounts  which are not
available under the policy.

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

Rights we have reserved.

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

o    Change, add or delete designated investment options.

o    Add or remove subaccounts.

o    Withdraw  assets of a class of policies to which the policy  belongs from a
     subaccount and put them in another subaccount.

o    Combine any two or more subaccounts.

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

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

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

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


<PAGE>




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

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

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

o    You may then change your premium allocation percentages.

Voting Rights

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

The Guaranteed Account

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

We have not registered:

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

o    the Guaranteed Account as an investment company.

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


<PAGE>



                      Our Directors and Executive Officers


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

                                                                    Principal Business
                                                                    Affiliations and
                                                                    Principal Occupations

Name and Address             Office                                 During Past Five Years
<S>                          <C>                                    <C>

Michele L. Abruzzo           Director, Senior Executive             Senior Vice President
80 Pine Street               Vice President
New York, NY 10005

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

Paul S. Bell                 Director, Sr. Vice
One Alico Plaza              President and Chief
600 King Street              Actuary
Wilmington, DE 19801
                                                                    Retired; formerly Vice President and

Marion Elizabeth Fajen       Director                               General Counsel
5608 N. Waterbury Road
Des Moines, IA 50312

                                                                    Retired; formerly Vice President and

Patrick Joseph Foley         Director                               General Counsel
Donovan, Perry, Carbon
    McDermit & Radzil
Wall Street Plaza
88 Pine Street

New York, NY 10005                                                  Director - Life Division AIG, Inc.,
                                                                    Director - Seguros, Venezuela and
Cecil Calvert Gamwell, III   Director                               Director (ALT) Seguros Interamericanos
419 West Beach Road                                                 (of New York)
Charleston, RI 02813

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


<PAGE>

Jack Russell Harnes          Director                               Retired; formerly Medical Director
70 Pine Street
New York, NY 10270

John Iniss Howell            Director                               Retired; formerly Director of AIG, Inc.
Indian Rock Corporation                                             Director of Schroder Capital Management
263 Glenville Road, 2nd Fl.
Greenwich, CT 06831
                                                                    Senior Managing Director of AIG Global

Jerome T. Muldowney          Director, Senior Vice President        Investment Corp.
175 Water Street
New York, NY 10038

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

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

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

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

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

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

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

</TABLE>


<PAGE>



                                Other Information


State Regulation

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

Legal Proceedings

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

Experts

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

Legal Matters

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


<PAGE>



Published Ratings

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

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


<PAGE>

                           Report of Independent Accountants

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

In our opinion,  the accompanying  balance sheets and the related  statements of
income,  capital funds, cash flows, and comprehensive  income present fairly, in
all material  respects,  the financial  position of American  International Life
Assurance   Company  of  New  York  (a   wholly-owned   subsidiary  of  American
International Group, Inc.) at December 31, 1999 and 1998, and the results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1999, in conformity with accounting  principles  generally accepted
in the United States.  These financial  statements are the responsibility of the
Company's  management;  our  responsibility  is to  express  an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States,  which  require  that we plan and  perform  the  audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.

February 3, 2000




<PAGE>

                      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, 1999, 1998 AND 1997




<PAGE>




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

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

Investments and cash:
     Fixed maturities:
        Bonds available for sale, at market value                          $  4,973,736          $  5,065,014
        (cost: 1999 - $5,076,750; 1998 - $4,798,349)
     Equity securities:
         Common stock

         (cost: 1999 - $12,837; 1998 - $12,848)                                  24,428                26,659
         Non-redeemable preferred stocks
         (cost: 1999 - $27,047; 1998 - $13,544)                                  26,602                14,691
Mortgage loans on real estate, net                                              460,455               544,401
Real estate, net of accumulated
 depreciation of $6,976 in 1999 and $6,325 in 1998                               18,937                19,587
Policy loans                                                                      9,986                10,281
Other invested assets                                                            79,381                84,156
Short-term investments                                                          143,766               252,565
Cash                                                                                245               157,187
                                                                      -----------------           -----------

    Total investments and cash                                                5,737,536             6,174,541


Amounts due from related parties                                                  9,470                 5,433
Investment income due and accrued                                                82,501                81,703
Premium and insurance balances receivable                                        17,345                16,172
Reinsurance assets                                                              306,663                27,234
Deferred policy acquisition costs                                                46,655                41,421
Federal income tax receivable                                                     6,598                     -
Deferred income taxes                                                            55,056                     -
Separate and variable accounts                                                  423,534               319,632
Other assets                                                                      1,170                 1,377
                                                                         --------------        --------------

                                    Total assets                          $   6,686,528          $  6,667,513
                                                                           ============           ===========
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>

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

                                                                           December 31,             December 31,
                                                                              1999                     1998
                                                                           -----------              -----------

<S>                                                                        <C>                    <C>
Liabilities

  Policyholders' funds on deposit                                          $  3,741,873           $   3,607,190
  Future policy benefits                                                      1,713,163               1,694,572
  Reserve for unearned premiums                                                   5,948                   4,751
  Policy and contract claims                                                    335,557                 318,614
  Reserve for commissions, expenses and taxes                                     5,183                   5,048
  Insurance balances payable                                                      7,565                  12,088
  Federal income tax payable                                                          -                   7,623
  Deferred income taxes                                                               -                  65,683
  Amounts due to related parties                                                  3,320                  15,231
  Separate and variable accounts                                                423,534                 319,632
  Other liabilities                                                              32,137                     964
                                                                         --------------         ---------------


                                    Total liabilities                         6,268,280               6,051,396
                                                                           -------------            -----------




Capital funds

  Common stock, $200 par value; 16,125 shares
       authorized, issued and outstanding                                         3,225                   3,225
  Additional paid-in capital                                                    197,025                 197,025
  Retained earnings                                                             277,829                 220,949
  Accumulated other comprehensive income                                        (59,831)                194,918
                                                                           ------------           -------------

                                    Total capital funds                         418,248                 616,117
                                                                           ------------            ------------


Total liabilities and capital funds                                        $  6,686,528             $ 6,667,513
                                                                            ===========             ==========

</TABLE>

                 See accompanying notes to financial statements.
<PAGE>

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

<TABLE>

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

                                                           1999                     1998                    1997
                                                       ------------             ------------            --------
<S>                                                    <C>                      <C>                    <C>
Revenues:
  Premiums                                             $   189,448              $    100,339           $     96,429
  Net investment income                                    462,215                   455,176                435,098
  Realized capital losses                                  (13,103)                   (1,694)                  (226)
                                                        -----------             ------------            ------------


                     Total revenues                        638,560                   553,821                531,301
                                                         ---------                ----------              ---------


Benefits and expenses:
  Benefits to policyholders                                244,895                   178,401                165,157
  Increase in future policy benefits
   and policyholders' funds on deposit                     239,635                   252,476                221,192
  Acquisition and insurance expenses                        65,533                    59,662                 58,231
                                                        ----------               -----------             ----------

                    Total benefits and expenses            550,063                   490,539                444,580
                                                         ---------                ----------              ---------


Income before income taxes                                  88,497                    63,282                 86,721
                                                        ----------              ------------             ----------

Income taxes (benefits):
   Current                                                  15,263                    33,357                 30,000
   Deferred                                                 16,354                   (10,772)                   930
                                                        ----------               ------------           -----------

                    Total income taxes                      31,617                    22,585                 30,930
                                                        ----------               -----------             ----------

Net income                                             $    56,880              $     40,697            $    55,791
                                                        ==========               ===========             ==========
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>

            AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
                           STATEMENTS OF CAPITAL FUNDS
                                 (in thousands)

<TABLE>

                                                                         Years ended December 31,

                                                           1999                   1998                      1997
                                                       ------------           ------------             ------------
<S>                                                   <C>                    <C>                      <C>
Common stock

Balance at beginning of year                          $       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
                                                         ----------             ----------               ----------


Retained earnings

  Balance at beginning of year                              220,949                190,252                  134,461
  Net income                                                 56,880                 40,697                   55,791
  Dividends to Stockholders                                       -                (10,000)                       -
                                                    ---------------            -----------          ---------------

  Balance at end of year                                    277,829                220,949                  190,252
                                                         ----------             ----------               ----------


Accumulated other comprehensive income

  Balance at beginning of year                              194,918                184,681                  135,431
  Unrealized appreciation (depreciation) of
       investments - net of reclassification
       adjustments                                         (400,842)                (4,208)                 104,775
  Deferred income tax benefit (expense) on
       changes and future policy benefits                   146,093                 14,445                  (55,525)
                                                         ----------           ------------              -----------

   Balance at end of year                                   (59,831)               194,918                  184,681
                                                        -----------            -----------               ----------



               Total capital funds                      $   418,248            $   616,117              $   575,183
                                                         ==========             ==========               ==========

</TABLE>



                 See accompanying notes to financial statements.
<PAGE>

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


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



                                                                            1999                1998             1997
                                                                       -------------        -----------      --------
<S>                                                                     <C>                 <C>              <C>
Cash flows from operating activities:

 Net income                                                             $    56,880         $     40,697     $     55,791
                                                                         ----------          -----------      -----------
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                                                45,730              323,971           44,065
 Change in premiums and insurance balances
  receivable and payable -net                                                (5,697)               4,753           (3,201)
 Change in reinsurance assets                                              (279,429)              (6,624)           4,601
 Change in deferred policy acquisition costs                                 (5,234)              (1,674)          (3,992)
 Change in investment income due and accrued                                   (799)                 628           (4,898)
 Realized capital losses                                                     13,103                1,694              226
 Change in current and deferred income taxes -net                             2,133               (6,220)             243
 Change in reserves for commissions, expenses and taxes                         135                  480             (337)
 Change in other assets and liabilities - net                                 2,969              (24,194)         (11,055)
                                                                        -----------          -----------      -----------
Total adjustments                                                          (227,089)             292,814           25,652
                                                                          ---------           ----------      -----------
 Net cash (used in) provided by operating activities                       (170,209)             333,511           81,443
                                                                          ----------          ----------      -----------

Cash flows from investing activities:

 Cost of fixed maturities at market, sold                                   913,262              317,042          255,408
 Cost of fixed maturities at market, matured or redeemed                    641,409              824,480          435,831
 Cost of equity securities sold                                               1,149                1,413            7,422
 Cost of real estate sold                                                         -                5,107                -
 Realized capital (losses) gains                                            (13,103)              (1,694)           3,774
 Purchase of fixed maturities                                            (1,815,447)          (1,202,023)        (922,293)
 Purchase of equity securities                                              (14,641)             (13,671)          (3,000)
 Mortgage loans granted                                                     (64,782)            (140,623)         (89,717)
 Repayments of mortgage loans                                               148,799              150,803           44,733
 Change in policy loans                                                         296                  401              380
 Change in short-term investments                                           108,799             (172,672)         (19,560)
 Change in other invested assets                                            (22,632)             (12,118)           6,100
 Other - net                                                                 (4,525)             (16,637)          (7,361)
                                                                        -----------          -----------     ------------
  Net cash used in investing activities                                    (121,416)            (260,192)        (288,283)
                                                                          ---------           ----------       ----------


Cash flows from financing activities:

 Change in policyholders' funds on deposit                                  134,683               93,569          205,413
 Dividends to stockholders                                                        -              (10,000)               -
                                                                    ---------------          ----------- ----------------
    Net cash provided by financing activities                               134,683               83,569          205,413
                                                                          ---------          -----------       ----------


Change in cash                                                             (156,942)             156,888           (1,427)
Cash at beginning of year                                                   157,187                  299            1,726
                                                                        -----------        -------------     ------------
Cash at end of year                                                $            245          $   157,187   $          299
                                                                    ===============           ==========    =============
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>

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

<TABLE>

                                                                         Years ended December 31,

                                                           1999                   1998                      1997
                                                       ------------           ------------             ---------
<S>                                                   <C>                    <C>                       <C>
Comprehensive income

Net income                                            $      56,880          $      40,697             $     55,791
                                                       ------------           ------------              -----------



Other comprehensive income

Unrealized appreciation (depreciation) of
     investments - net of reclassification
    adjustments                                            (400,842)                (4,208)                 104,775
 Changes due to deferred income tax benefit
    (expense) on changes in
    future policy benefits                                  146,093                 14,445                  (55,525)
                                                         ----------           ------------              -----------

  Other comprehensive income                               (254,749)                10,237                   49,250
                                                         ----------           ------------              -----------

 Comprehensive income                                   $  (197,869)         $      50,934              $   105,041
                                                         ==========           ============               ==========


</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

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

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

          Unrealized gains and losses from investments in equity  securities and
          fixed  maturities  available  for sale  are  reflected  as a  separate
          component of  comprehensive  income,  net of deferred income taxes and
          future policy benefits in capital funds currently.

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

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

1.  Summary of Significant Accounting Policies - (continued)

     (b)  Investments: (continued)

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

          Policy loans are carried at the aggregate unpaid principal balance.

          Other invested assets consist primarily of limited partnerships, which
          are recorded  using either the cost or the equity method  depending on
          the  type  of  partnership   and  the  Company's   related   ownership
          percentage.

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

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

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

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

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

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

          FASB 130 establishes standards for reporting  comprehensive income and
          its components in a full set of general purpose financial  statements.
          FASB 130 was effective for the Company as of January 1, 1998.

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

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

          In June 1998, FASB issued Statement of Financial  Accounting Standards
          No. 133 "Accounting for Derivative Instruments and Hedging Activities"
          (FASB 133).  This  statement  requires  the Company to  recognize  all
          derivatives  in  the   consolidated   balance  sheet  measuring  these
          derivatives at fair value.  The  recognition of the change in the fair
          value of a derivative  depends on a number of factors,  including  the
          intended use of the derivative.  The Company  believes that the impact
          of FASB 133 on its  results  of  operations,  financial  condition  or
          liquidity will not be significant.  FASB 133 is effective for the year
          commencing January 1, 2001.
<PAGE>

1.   Summary of Significant Accounting Policies - (continued)

     (h)  Accounting Standards: (continued)

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

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

2.   Investment Information

     (a)  Statutory  Deposits:  Securities  with a carrying value of $17,560,000
          and  $17,889,000  were deposited by the Company under  requirements of
          regulatory authorities as of December 31, 1999 and 1998, respectively.

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

<TABLE>

                                                                                Years ended December 31,
                                                                      ----------------------------------
                                                                       1999              1998               1997
                                                                       ----              ----               ----
<S>                                                                  <C>                 <C>               <C>
        Fixed maturities                                             $392,878            $386,353          $378,724
        Equity securities                                               2,309               1,702             1,010
        Mortgage loans                                                 45,173              52,443            48,488
        Real estate                                                     2,113               2,782             3,097
        Policy loans                                                      750                 713               832
        Cash and short-term investments                                 7,507               4,334             4,257
        Other invested assets                                          16,026              11,209             2,878
                                                                    ---------           ---------         ---------
               Total investment income                                466,756             459,536           439,286

        Investment expenses                                             4,541               4,360             4,188
                                                                    ---------           ---------         ---------

               Net investment income                                 $462,215            $455,176          $435,098
                                                                      =======             =======           =======

</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 1999, 1998 and 1997 are summarized below (in thousands):
<TABLE>

                                                                                Years ended December 31,
                                                                       ---------------------------------
                                                                       1999               1998             1997
                                                                       ----               ----             ----
<S>                                                                <C>                 <C>           <C>

        Realized gains (losses) on investments:

        Fixed maturities                                           $  (15,407)         $   (3,908)   $            -
        Equity securities                                               1,702                 124             3,774
        Mortgage loans                                                      -                   -            (4,000)
        Real Estate                                                         -               2,079                 -
        Other                                                             602                  11                 -
                                                                 ------------       -------------     -------------
        Realized gains (losses)                                    $  (13,103)         $   (1,694)      $      (226)
                                                                   ===========         ==========       ===========-

        Change in unrealized appreciation
           (depreciation) of investments:
        Fixed maturities                                            $(369,679)          $ (16,268)         $103,520
        Equity securities                                              (3,812)              1,272            (1,446)
        Other invested assets                                         (27,351)             10,788             2,701
                                                                  ------------         ----------      ------------
         Change in unrealized appreciation
                (depreciation) of investments                       $(400,842)         $   (4,208)         $104,775
                                                                    =========-         ==========-         ========
</TABLE>

     Proceeds from the sale of investments in fixed maturities during 1999, 1998
     and 1997 were $913,263,000, $317,042,000 and $255,408,000, respectively.

     During  1999,  1998  and  1997,  gross  gains  of  $8,369,000,  $0 and  $0,
     respectively,   and  gross  losses  of  $23,776,000,   $3,908,000  and  $0,
     respectively, were realized on dispositions of fixed maturities.

     During  1999,  1998 and  1997,  gross  gains of  $1,712,000,  $126,000  and
     $3,774,000,  respectively,  and gross  losses of  $10,000,  $2,000  and $0,
     respectively, were realized on dispositions of equity securities.
<PAGE>

2.   Investment Information - (continued)


     (d)  Market  Value of  Fixed  Maturities  and  Unrealized  Appreciation  of
          Investments:

          At December 31, 1999 and 1998, unrealized  appreciation of investments
          in equity securities (before applicable taxes) included gross gains of
          $15,424,000  and  $15,424,000  and  gross  losses  of  $4,278,000  and
          $465,000, respectively.

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

                                                                         Gross            Gross         Estimated
        1999                                          Amortized        Unrealized       Unrealized        Market
        ----                                            Cost             Gains           Losses           Value

<S>                                                   <C>                <C>            <C>               <C>
        Fixed maturities:
           U.S. Government and government
               agencies and authorities               $      68,605      $    13,612    $        407      $     81,810
           States, municipalities and

               political subdivisions                       665,514           16,609           4,317           677,806
           Foreign governments                                9,307              108             247             9,168
           All other corporate                            4,333,324           57,006         185,378         4,204,952
                                                          ---------        ---------        --------         ---------

        Total fixed maturities                          $ 5,076,750       $   87,335       $ 190,349       $ 4,973,736
                                                         ==========        =========        ========        ==========
</TABLE>
<TABLE>

                                                                         Gross            Gross         Estimated
        1998                                          Amortized        Unrealized       Unrealized        Market
        ----                                            Cost             Gains           Losses           Value

<S>                                                   <C>                <C>            <C>               <C>
        Fixed maturities:
           U.S. Government and government
               agencies and authorities               $      68,248      $    24,760    $         10      $     92,998
           States, municipalities and

               political subdivisions                       778,621           51,462           1,252           828,831
           Foreign governments                               28,144            6,049              -             34,193
           All other corporate                            3,923,336          229,566          43,910         4,108,992
                                                          ---------         --------       ---------         ---------

        Total fixed maturities                          $ 4,798,349        $ 311,837       $  45,172       $ 5,065,014
                                                         ==========         ========        ========        ==========
</TABLE>
<PAGE>


2.   Investment Information - (continued)

     The amortized cost and estimated market value of fixed maturities available
     for sale at December 31, 1999, by contractual maturity, are shown below (in
     thousands).  Actual  maturities  could differ from  contractual  maturities
     because certain borrowers 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                                      $   394,356             $   385,902
        Due after one year through five years                          1,967,313               1,940,109
        Due after five years through ten years                         1,596,471               1,544,741
        Due after ten years                                            1,118,610               1,102,984
                                                                       ---------               ---------

                                                                      $5,076,750              $4,973,736
                                                                       =========               =========
</TABLE>

     (e)  CMOs: CMOs are U.S. Government and Government agency backed and triple
          A-rated  securities.  CMOs  are  included  in  other  corporate  fixed
          maturities. At December 31, 1999 and 1998, the market value of the CMO
          portfolio  was  $883,693,000  and  $986,103,000,   respectively;   the
          estimated  amortized cost was  approximately  $883,419,000 in 1999 and
          $944,790,000   in  1998.   The  Company's  CMO  portfolio  is  readily
          marketable.  There  were no  derivative  (high  risk)  CMO  securities
          contained in the portfolio at December 31, 1999.

     (f)  Fixed  Maturities  Below  Investment  Grade:  At December 31, 1999 and
          1998,  the  fixed  maturities  held by the  Company  that  were  below
          investment  grade had an aggregate  amortized cost of $526,765,000 and
          $528,461,000,   respectively,   and  an  aggregate   market  value  of
          $467,170,000 and $510,316,000, respectively.

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

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

                Fixed Maturities:
                Chase Manhattan Corp                     $   46,918
                Tower Funding                                49,489

3.   Deferred Policy Acquisition Costs

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


                                                 Years ended December 31,
                                          ----------------------------------
                                          1999            1998         1997
                                          ----            ----         ----
    Balance at beginning of year         $41,421        $39,748       $35,754
    Acquisition costs deferred             9,166          7,323         9,109
    Amortization charged to income        (3,932)        (5,650)       (5,115)
                                          ------        -------       -------
    Balance at end of year               $46,655        $41,421       $39,748
                                         =======        =======       =======


<PAGE>

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,  1999 and 1998  follows (in
          thousands):
<TABLE>

                                                                       1999                  1998
                                                                       ----                  ----
<S>                                                                <C>                     <C>
        Future policy benefits:
        Long duration contracts                                    $1,691,028              $1,673,267
        Short duration contracts                                       22,135                  21,305
                                                                  -----------             -----------
                                                                   $1,713,163              $1,694,572
                                                                    =========               =========

        Policyholder funds on deposit:
        Annuities                                                  $2,924,027              $2,813,969
        Guaranteed investment contracts (GICs)                        678,240                 685,336
        Universal life                                                105,223                 101,919
        Other investment contracts                                     34,383                   5,966
                                                                  -----------            ------------
                                                                   $3,741,873              $3,607,190
                                                                    =========               =========
</TABLE>

     (b)  Long duration contract liabilities included in future policy benefits,
          as  presented  in the table above,  result from  traditional  life and
          annuity products.  Short duration  contract  liabilities are primarily
          accident and health products. The liability for future policy benefits
          has been established based upon the following assumptions:

     (i)  Interest rates (exclusive of  immediate/terminal  funding  annuities),
          which vary by year of issuance and products, range from 3.0 percent to
          10.0 percent.  Interest rates on immediate/terminal  funding annuities
          are at a maximum  of 7.6  percent  and grade to not  greater  than 7.5
          percent.

     (ii) Mortality  and  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
          10.7 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 4.9 percent to 8.1 percent and maturities  range
          from 3 to 7 years.

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

     (iv) The universal life funds,  exclusive of corporate-owned life insurance
          business,  have credited  interest rates of 5.4 percent to 7.1 percent
          and  guarantees  ranging from 3.5 percent to 5.5 percent  depending on
          the year of issue.  Additionally,  universal life funds are subject to
          surrender  charges that amount to 11.0 percent of the fund balance and
          grade to zero over a period not longer than 20 years.
<PAGE>

5.  Income Taxes

     (a)  The Federal income tax rate  applicable to ordinary  income is 35% for
          1999,  1998 and 1997.  Actual tax  expense on income  from  operations
          differs from the  "expected"  amount  computed by applying the Federal
          income  tax  rate  because  of  the  following  (in  thousands  except
          percentages):
<TABLE>

                                                                        Years ended December 31,

                                                 1999                        1998                        1997
                                          -------------------------  -----------------------       --------------
                                                Percent                     Percent                     Percent
                                                    of                         of                           of
                                                pre-tax                     pre-tax                     pre-tax
                                               operating                   operating                   operating
                                           Amount    Income            Amount    Income            Amount    Income
<S>                                          <C>          <C>            <C>          <C>            <C>          <C>
        "Expected" income tax

              expense                        $30,974      35.0%          $22,149      35.0%          $30,352      35.0%
        State income tax                         418       0.5               194       0.3               487       0.6
        Other                                    225       0.3               242       0.4                91       0.1
                                           ---------     -----          --------     -----         ---------     -----
        Actual income

              tax expense                    $31,617      35.8%          $22,585      35.7%          $30,930      35.7%
                                              ======      ====            ======      ====            ======      ====
</TABLE>


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

                                                                                      Years ended December 31,
                                                                                      ------------------------
                                                                                    1999                     1998
                                                                                    ----                     ----
<S>                                                                              <C>                      <C>
         Deferred tax assets:
           Adjustments to mortgage loans and
                 investment income due and accrued                               $   6,876                $    6,576
           Adjustment to life policy reserves                                       39,467                    42,482
           Deferred policy acquisition costs                                             -                     5,558
           Unrealized depreciation of investments                                   32,034                         -
           Other                                                                       168                       937
                                                                                ----------                 ---------
                                                                                    78,545                    55,553
                                                                                  --------                   -------
         Deferred tax liabilities:
            Deferred policy acquisition costs                                    $   2,875             $           -
            Fixed maturities discount                                               16,199                    12,376
            Unrealized appreciation on investments                                       -                   105,059
            Other                                                                    4,415                     3,801
                                                                                 ---------                  ---------
                                                                                    23,489                   121,236
                                                                                  --------                   -------

          Net deferred tax (asset) liability                                     $ (55,056)                 $ 65,683
                                                                                  =========                  =======
</TABLE>

     (c)  At December 31, 1999,  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 1999,  1998,  and 1997  amounted to  $28,174,000,
          $26,796,000, and $30,269,000, respectively.
<PAGE>

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.

     The Company is a limited  partner in Chardon/Hato  Rey Partnership  (Puerto
     Rico). The partnership agreement requires the Company to make an additional
     capital  contribution  of up  to  $3,000,000  to  cover  construction  cost
     overruns or operating  deficits.  Construction  was completed in 1992,  the
     building  is  fully  leased  and  profitable;  therefore,  no  demands  are
     foreseen.

     During 1997, the Company entered into a partnership  agreement with Private
     Equity  Investors III, L.P. As of December 31, 1999,  the Company's  unused
     capital commitment was $5,086,000.  Contributions totaling $19,872,000 have
     been made through December 31, 1999.

     During 1998, the Company entered into a partnership  agreement with Sankaty
     High Yield Asset Partners,  L.P. The agreement requires the Company to make
     capital   contributions   totaling   $2,500,000.   Contributions   totaling
     $2,250,000 have been made through December 31, 1999.

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

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

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

7.   Fair Value of Financial Instruments

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

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

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

7.   Fair Value of Financial Instruments - (continued)

          Mortgage and policy loans:  Where practical,  the fair values of loans
          on real estate were estimated using discounted cash flow  calculations
          based upon the Company's current incremental lending rates for similar
          type loans. The fair 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.

          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):

            1999
<TABLE>

                                                                       Fair               Carrying
                                                                       Value               Amount

<S>                                                                <C>                 <C>
        Cash and short-term investments                            $   144,011         $   144,011
        Fixed maturities                                             4,973,736           4,973,736
        Equity securities                                               51,030              51,030
        Mortgage and policy loans                                      476,653             470,441

        Policyholders' funds on deposit                             $3,807,329          $3,741,873

          1998

                                                                       Fair            Carrying
                                                                      Value             Amount

        Cash and short-term investments                            $   409,752         $   409,752
        Fixed maturities                                             5,065,014           5,065,014
        Equity securities                                               41,350              41,350
        Mortgage and policy loans                                      586,819             554,682

        Policyholders' funds on deposit                             $3,748,401          $3,607,190
</TABLE>

8.   Capital Funds

     (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.
          There were no dividends paid in 1999.  During 1998, the Company paid a
          $10,000,000 dividend to its stockholders.

     (b)  The Company's capital funds as determined in accordance with statutory
          accounting  practices  were  $387,814,000  at  December  31,  1999 and
          $337,170,000  at December 31, 1998.  Statutory net income  amounted to
          $66,418,000,  $35,386,000  and  $58,205,000  for 1999,  1998 and 1997,
          respectively.

     (c)  Statement of Accounting Standards No. 130 "Comprehensive Income" (FASB
          130) was adopted by the Company  effective  January 1, 1998.  FASB 130
          establishes  standards  for  reporting  comprehensive  income  and its
          components as part of capital funds. The reclassification  adjustments
          with  respect to available  for sale  securities  were  $(13,103,000),
          $(1,694,000),  and  $(226,000)  for December 31, 1999,  1998 and 1997,
          respectively.
<PAGE>

9.   Employee Benefits

     (a)  The  Company   participates   with  its  affiliates  in  a  qualified,
          non-contributory,  defined  benefit pension plan which is administered
          by the Parent.  All  qualified  employees who have attained age 21 and
          completed  twelve  months  of  continuous   service  are  eligible  to
          participate  in this plan. An employee with 5 or more years of service
          is entitled to pension benefits beginning at normal retirement age 65.
          Benefits are based upon a  percentage  of average  final  compensation
          multiplied  by  years  of  credited  service  limited  to 44  years of
          credited service. The average final compensation is subject to certain
          limitations.  Annual funding  requirements are determined based on the
          "projected  unit  credit"  cost  method  which  attributes  a pro rata
          portion of the total projected benefit payable at normal retirement to
          each year of credited  service.  Pension  expense for current  service
          costs,  retirement  and  termination  benefits  for  the  years  ended
          December 31, 1999, 1998 and 1997 were approximately $153,000, $238,000
          and  $306,000,  respectively.  The  Parent's  plans do not  separately
          identify projected benefit obligations and plan assets attributable to
          employees  of   participating   affiliates.   The  projected   benefit
          obligations   exceeded  the  plan  assets  at  December  31,  1999  by
          $36,000,000.

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

     (b)  The  Parent  also  sponsors  a  voluntary  savings  plan for  domestic
          employees (a 401(k) plan), which during the three years ended December
          31, 1999, provided for salary reduction contributions by employees and
          matching  contributions  by the  Parent of up to 6  percent  of annual
          salary depending on the employees' years of service.

     (c)  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 $69,129,000 at December 31, 1999 and $70,733,000
          at December 31, 1998.

     (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
          stock-based  compensation plans.  Employees of the Company participate
          in certain  stock option and stock  purchase  plans of the Parent.  In
          general, under the stock option plan, officers and other key employees
          are granted  options to purchase  AIG common stock at a price not less
          than fair market  value at the date of grant.  In  general,  the stock
          purchase plan provides for eligible employees to receive privileges to
          purchase  AIG common  stock at a price equal to 85% of the fair market
          value on the date of grant of the purchase  privilege.  The Parent has
          not recognized  compensation  costs for either plan. The effect of the
          compensation  costs,  as determined  consistent with FASB 123, was not
          computed on a subsidiary basis, but rather on a consolidated basis for
          all subsidiaries of the Parent and therefore are not presented herein.
<PAGE>

10. Leases

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

                         Year                                        Payments
                         ----                                        --------
                         2000                                         $1,421
                         2001                                          1,126
                         2002                                            774
                         2003                                            345
                         2004                                            277
                         Remaining years after 2004                      230
                                                                     -------

                         Total                                        $4,173
                                                                      ======

     Rent expense  approximated  $1,667,000,  $1,604,000  and $1,398,000 for the
     years ended December 31, 1999, 1998 and 1997, respectively.

11.  Reinsurance

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

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



                                                                                                               Percentage
        December 31, 1999                                                                                      of Amount
        -----------------                                                                                       Assumed
                                             Gross             Ceded         Assumed              Net           to Net
<S>                                        <C>                  <C>         <C>                 <C>             <C>
        Life Insurance in Force            $32,831,967          $604,100    $      2,573        $32,230,440           -
                                           ===========          ========    ============        ===========
        Premiums:
          Life                                  98,471             2,925              64             95,610        0.7%
          Accident and Health                   18,940             8,431          31,393             41,902       74.9%
          Annuity                               51,936                 -               -             51,936             -
                                         -------------     -----------------------------       ------------

        Total Premiums                   $     169,347          $ 11,356     $    31,457      $     189,448       16.6%
                                         =============          ========     ===========      =============

</TABLE>
<PAGE>

11.  Reinsurance - (continued)
     -------------------------
<TABLE>



                                                                                                               Percentage
        December 31, 1998                                                                                      of Amount
        -----------------                                                                                       Assumed
                                             Gross             Ceded         Assumed              Net           to Net
<S>                                        <C>                  <C>         <C>                 <C>             <C>
        Life Insurance in Force             $5,157,694          $579,949   $         446         $4,578,191           -
                                             ==========          ========   =============         ==========
        Premiums:
          Life                                  55,199             3,320              75             51,954        0.1%
          Accident and Health                   16,144             6,470          23,215             32,889       70.6%
          Annuity                               15,496                 -               -             15,496          -
                                        --------------     -----------------------------       ------------

        Total Premiums                    $     86,839         $   9,790     $    23,290        $   100,339       23.2%
                                          ============         =========     ===========        ===========

</TABLE>
<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>

     (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  $287,073,000,  $12,396,000 and $6,110,000  respectively,
          for the years ended December 31, 1999, 1998 and 1997.

          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
          $277,000 and $0,  respectively,  for the year ended December 31, 1999.
          Premium income and  commission  ceded for 1998 amounted to $89,000 and
          $2,000,  respectively.  Premium income and  commission  ceded for 1997
          amounted to  $144,000  and $2,000,  respectively.  Premium  income and
          ceding   commission   expense  assumed  from   affiliates   aggregated
          $25,496,000  and  $88,000,   respectively,   for  1999,   compared  to
          $19,536,000  and $(545,000),  respectively,  for 1998, and $20,661,000
          and $(602,000), respectively, for 1997.

     (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 $5,366,000 in
          premiums relating to this business for 1999,  $5,124,000 for 1998, and
          $5,769,000 for 1997.

     (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,  1999,  1998 and 1997,  the Company was
          charged $27,700,000,  $23,757,000 and $22,079,000,  respectively,  for
          expenses attributed to the Company but incurred by affiliates.  During
          the same period, the Company received  reimbursements  from affiliates
          aggregating  $32,219,000,  $28,405,000 and $26,941,000,  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.

     (e)  During  1999,  the  Company  entered  into a  reinsurance  treaty with
          Lexington  Insurance  Company  whereby  the  Company  ceded a block of
          Ordinary Life business and transferred  cash and securities  valued at
          $276,917,000.
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Policy Owners of

American International Life Assurance Company of New York
Variable Account B

In our  opinion,  the  accompanying  statements  of assets  and  liabilities  of
American  International  Life Assurance  Company of New York Variable  Account B
(comprising  twenty-seven  subaccounts,  hereafter  collectively  referred to as
"Variable  Account B") and the related  statements of operations  and changes in
net assets present fairly, in all material  respects,  the financial position of
Variable  Account B at December 31, 1999,  and the results of its operations and
the  changes in its net assets  for each of the three  years in the period  then
ended, in conformity with accounting principles generally accepted in the United
States.  These financial  statements are the responsibility of the management of
Variable  Account  B; our  responsibility  is to  express  an  opinion  on these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States,  which  require  that we plan and  perform  the  audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.

March 10, 2000






<PAGE>

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

                       STATEMENT OF ASSETS AND LIABILITIES


                                DECEMBER 31, 1999
<TABLE>

ASSETS:
       Investments at Market Value:
                                                                         Shares                Cost              Market Value
                                                               -----------------------------------------------------------------
                 <S>                                            <C>                   <C>                    <C>
                 AIM
                   Capital Appreciation Fund                               2,019.847             $ 49,829              $ 71,864
                   International Equity Fund                               2,554.374               52,018                74,818
                 Alliance
                   Conservative Investors Portfolio                        1,379.867               18,346                18,532
                   Growth Portfolio                                       33,202.185              848,513             1,115,263
                   Growth & Income Portfolio                              28,181.163              599,072               614,065
                   Growth Investors Portfolio                              5,990.011               88,040               102,611
                   Premier Growth Portfolio                                7,820.255              237,152               316,329
                   Quasar Portfolio                                        9,597.837              115,947               124,773
                   Technology Portfolio                                   10,611.825              206,841               356,663
                 Dreyfus
                   Small Company Stock Portfolio                           2,213.877               31,735                36,950
                   Stock Index Portfolio                                  26,984.587              877,660             1,037,558
                   Zero Coupon 2000 Portfolio                              1,411.684               17,468                17,181
                 Fidelity
                   Asset Manager Portfolio                                18,674.276              323,524               348,646
                   Contrafund Portfolio                                    5,204.911              119,899               151,722
                   Growth Portfolio                                       28,724.498            1,128,143             1,577,835
                   High Income Portfolio                                  11,092.852              132,123               125,463
                   Investment Grade Bond Portfolio                         2,517.613               30,867                30,613
                   Money Market Portfolio                                192,566.850              192,567               192,567
                   Overseas Portfolio                                      8,331.407              165,220               228,610
                 Van Eck
                   Worldwide Emerging Markets Portfolio                    1,922.157               16,351                27,409
                   Worldwide Hard Assets Portfolio                         2,506.832               24,132                27,474
                 Weiss,Peck & Greer
                   Tomorrow Long Term Portfolio                              183.251                1,593                 1,669
                   Tomorrow Short Term Portfolio                              31.404                  331                   314
                                                                                     ---------------------  --------------------

                 Total Investments                                                            $ 5,277,371           $ 6,598,929
                      Total Assets                                                                                  $ 6,598,929
                                                                                                            ====================

EQUITY:
       Policy Owners' Equity                                                                                        $ 6,598,929
                                                                                                            --------------------
                      Total Equity                                                                                  $ 6,598,929
                                                                                                            ====================

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

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

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

<TABLE>

                                                  1999

                                                                     AIM                AIM
                                                                   Capital         International
                                                                 Appreciation          Equity
                                                  Total              Fund               Fund
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                      $322,363            $1,452              $2,428
Expenses:
    Mortality & Expense Risk Fees                    47,758               432                 401
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                        274,605             1,020               2,027
                                              --------------     -------------     ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                    202,624               499                 195
    Change in Unrealized Appreciation
        (Depreciation)                              827,271            19,039              22,644
                                              --------------     -------------     ---------------
    Net Gain (Loss) on Investments                1,029,895            19,538              22,839
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets
    Resulting From Operations                    $1,304,500           $20,558             $24,866
                                              ==============     =============     ===============
</TABLE>

<TABLE>

                                                                                      Alliance
                                                Alliance                               Growth
                                              Conservative         Alliance              &
                                                Investors           Growth             Income
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                        $3,017           $56,561             $57,584
Expenses:
    Mortality & Expense Risk Fees                       270             6,985               4,985
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                          2,747            49,576              52,599
                                              --------------     -------------     ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       (366)           31,353              18,790
    Change in Unrealized Appreciation
        (Depreciation)                               (1,338)          170,572             (21,362)
                                              --------------     -------------     ---------------
    Net Gain (Loss) on Investments                   (1,704)          201,925              (2,572)
                                              --------------     -------------     ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                        $1,043          $251,501             $50,027
                                              ==============     =============     ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                Alliance           Alliance
                                                 Growth            Premier            Alliance
                                                Investors           Growth             Quasar
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                        $9,436            $2,471                $394
Expenses:
    Mortality & Expense Risk Fees                       915             1,781               1,084
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                          8,521               690                (690)
                                              --------------     -------------     ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      4,825             4,172              (3,624)
    Change in Unrealized Appreciation
        (Depreciation)                                1,728            61,668              21,926
                                              --------------     -------------     ---------------
    Net Gain (Loss) on Investments                    6,553            65,840              18,302
                                              --------------     -------------     ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                       $15,074           $66,530             $17,612
                                              ==============     =============     ===============
</TABLE>
<TABLE>

                                                                   Dreyfus
                                                                    Small             Dreyfus
                                                Alliance           Company             Stock
                                               Technology           Stock              Index
                                                Portfolio         Portfolio             Fund
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                          $462                $0             $16,580
Expenses:
    Mortality & Expense Risk Fees                     2,155               344               7,017
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                         (1,693)             (344)              9,563
                                              --------------     -------------     ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                     50,141            (1,279)             49,652
    Change in Unrealized Appreciation
        (Depreciation)                              104,477             5,143              86,954
                                              --------------     -------------     ---------------
    Net Gain (Loss) on Investments                  154,618             3,864             136,606
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets
    Resulting From Operations                      $152,925            $3,520            $146,169
                                              ==============     =============     ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                 Dreyfus
                                                  Zero             Fidelity
                                                 Coupon             Asset             Fidelity
                                                  2000             Manager           Contrafund
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                          $920           $17,963              $3,565
Expenses:
    Mortality & Expense Risk Fees                       155             2,561                 929
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                            765            15,402               2,636
                                              --------------     -------------     ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                          0            (1,857)              2,502
    Change in Unrealized Appreciation
        (Depreciation)                                 (455)           14,961              18,927
                                              --------------     -------------     ---------------
    Net Gain (Loss) on Investments                     (455)           13,104              21,429
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets
    Resulting From Operations                          $310           $28,506             $24,065
                                              ==============     =============     ===============
</TABLE>
<TABLE>

                                                                                      Fidelity
                                                                   Fidelity          Investment
                                                Fidelity             High              Grade
                                                 Growth             Income              Bond
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                      $112,948            $8,084              $1,312
Expenses:
    Mortality & Expense Risk Fees                    10,907               902                 274
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                        102,041             7,182               1,038
                                              --------------     -------------     ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                     48,554            (3,919)                 68
    Change in Unrealized Appreciation
        (Depreciation)                              245,218             2,337              (1,621)
                                              --------------     -------------     ---------------
    Net Gain (Loss) on Investments                  293,772            (1,582)             (1,553)
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets
    Resulting From Operations                      $395,813            $5,600               ($515)
                                              ==============     =============     ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                                       VanEck
                                                Fidelity                             Worldwide
                                                  Money            Fidelity           Emerging
                                                 Market            Overseas           Markets
                                                Portfolio         Portfolio             Fund
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                       $20,098            $6,610                  $0
Expenses:
    Mortality & Expense Risk Fees                     3,628             1,602                 148
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                         16,470             5,008                (148)
                                              --------------     -------------     ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                          0             4,108                 201
    Change in Unrealized Appreciation
        (Depreciation)                                    0            57,758              12,835
                                              --------------     -------------     ---------------
    Net Gain (Loss) on Investments                        0            61,866              13,036
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets
    Resulting From Operations                       $16,470           $66,874             $12,888
                                              ==============     =============     ===============
</TABLE>
<TABLE>

                                                 VanEck              WP&G               WP&G
                                                Worldwide          Tomorrow           Tomorrow
                                                  Hard               Long              Short
                                                 Assets              Term               Term
                                                  Fund            Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                          $293              $162                 $23
Expenses:
    Mortality & Expense Risk Fees                       224                14                  45
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                             69               148                 (22)
                                              --------------     -------------     ---------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                     (1,640)               54                 195
    Change in Unrealized Appreciation
        (Depreciation)                                6,112               (57)               (195)
                                              --------------     -------------     ---------------
    Net Gain (Loss) on Investments                    4,472                (3)                  0
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets
    Resulting From Operations                        $4,541              $145                ($22)
                                              ==============     =============     ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

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

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

                  1998
                                                                     AIM                AIM
                                                                   Capital         International
                                                                 Appreciation          Equity
                                                  Total              Fund               Fund
<S>                                               <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                      $307,163              $973                $270
Expenses:
    Mortality & Expense Risk Fees                    30,404               127                 143
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                        276,759               846                 127
                                              --------------     -------------     ---------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                     38,246              (550)               (405)
    Change in Unrealized Appreciation
        (Depreciation)                              374,331             2,999                 156
                                              --------------     -------------     ---------------
    Net Gain (Loss) on Investments                  412,577             2,449                (249)
                                              --------------     -------------     ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                      $689,336            $3,295               ($122)
                                              ==============     =============     ===============
</TABLE>
<TABLE>

                                                                                      Alliance
                                                Alliance                               Growth
                                              Conservative         Alliance              &
                                                Investors           Growth             Income
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                        $1,554           $24,012             $31,176
Expenses:
    Mortality & Expense Risk Fees                       192             3,626               3,081
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                          1,362            20,386              28,095
                                              --------------     -------------     ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                        250            13,968              11,897
    Change in Unrealized Appreciation
        (Depreciation)                                  797            73,288              23,891
                                              --------------     -------------     ---------------
    Net Gain (Loss) on Investments                    1,047            87,256              35,788
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets
    Resulting From Operations                        $2,409          $107,642             $63,883
                                              ==============     =============     ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                Alliance           Alliance
                                                 Growth            Premier            Alliance
                                                Investors           Growth             Quasar
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                        $9,576                $8              $9,960
Expenses:
    Mortality & Expense Risk Fees                       975               420               1,060
                                              --------------     -------------     ---------------
 Net Investment Income (Loss)                          8,601              (412)              8,900
                                              --------------     -------------     ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      1,027               406                 685
    Change in Unrealized Appreciation
        (Depreciation)                               11,665            17,510             (15,889)
                                              --------------     -------------     ---------------
     Net Gain (Loss) on Investments                   12,692            17,916             (15,204)
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets
    Resulting From Operations                       $21,293           $17,504             ($6,304)
                                              ==============     =============     ===============
</TABLE>
<TABLE>

                                                                   Dreyfus
                                                                    Small             Dreyfus
                                                Alliance           Company             Stock
                                               Technology           Stock              Index
                                                Portfolio         Portfolio             Fund
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                          $102              $116              $6,640
Expenses:
    Mortality & Expense Risk Fees                       823               177               3,570
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                           (721)              (61)              3,070
                                              --------------     -------------     ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      1,010              (790)             31,559
    Change in Unrealized Appreciation
        (Depreciation)                               50,048               129              62,625
                                              --------------     -------------     ---------------
    Net Gain (Loss) on Investments                   51,058              (661)             94,184
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets
    Resulting From Operations                       $50,337             ($722)            $97,254
                                              ==============     =============     ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                 Dreyfus
                                                  Zero             Fidelity
                                                 Coupon             Asset             Fidelity
                                                  2000             Manager           Contrafund
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                          $945           $20,860                  $0
Expenses:
    Mortality & Expense Risk Fees                       158             1,807                 215
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                            787            19,053                (215)
                                              --------------     -------------     ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                          2             3,126                  15
    Change in Unrealized Appreciation
        (Depreciation)                                  271             4,287              12,896
                                              --------------     -------------     ---------------
     Net Gain (Loss) on Investments                      273             7,413              12,911
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets
    Resulting From Operations                        $1,060           $26,466             $12,696
                                              ==============     =============     ===============
</TABLE>
<TABLE>

                                                                                      Fidelity
                                                                   Fidelity          Investment
                                                Fidelity             High              Grade
                                                 Growth             Income              Bond
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                       $76,496            $7,025                $510
Expenses:
    Mortality & Expense Risk Fees                     6,340               686                 174
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                         70,156             6,339                 336
                                              --------------     -------------     ---------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                     31,739              (408)                112
    Change in Unrealized Appreciation
        (Depreciation)                              138,573           (11,405)              1,082
                                              --------------     -------------     ---------------
    Net Gain (Loss) on Investments                  170,312           (11,813)              1,194
                                              --------------     -------------     ---------------
 Increase (Decrease) in Net Assets
    Resulting From Operations                      $240,468           ($5,474)             $1,530
                                              ==============     =============     ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                Fidelity                               VanEck
                                                  Money            Fidelity          Worldwide
                                                 Market            Overseas           Balanced
                                                Portfolio         Portfolio             Fund
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                       $20,408            $9,490             $84,310
Expenses:
    Mortality & Expense Risk Fees                     3,454             1,376               1,724
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                         16,954             8,114              82,586
                                              --------------     -------------     ---------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                          0             1,283             (49,886)
    Change in Unrealized Appreciation
        (Depreciation)                                    0             5,423                (614)
                                              --------------     -------------     ---------------
    Net Gain (Loss) on Investments                        0             6,706             (50,500)
                                              --------------     -------------     ---------------
 Increase (Decrease) in Net Assets
    Resulting From Operations                       $16,954           $14,820             $32,086
                                              ==============     =============     ===============
 </TABLE>
<TABLE>

                                                 VanEck             VanEck              WP&G
                                                Worldwide         Worldwide           Tomorrow
                                                Emerging             Hard               Long
                                                 Markets            Assets              Term
                                                  Fund               Fund            Portfolio
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                            $0            $2,327                 $21
Expenses:
    Mortality & Expense Risk Fees                        48               140                  12
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                            (48)            2,187                   9
                                              --------------     -------------     ---------------
 Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       (775)           (6,194)                134
    Change in Unrealized Appreciation
        (Depreciation)                               (1,775)           (2,222)                 24
                                              --------------     -------------     ---------------
    Net Gain (Loss) on Investments                   (2,550)           (8,416)                158
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets
    Resulting From Operations                       ($2,598)          ($6,229)               $167
                                              ==============     =============     ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                  WP&G
                                                Tomorrow
                                                  Short
                                                  Term
                                                Portfolio
<S>                                      <C>
Investment Income (Loss):
    Dividends                                          $384
Expenses:
    Mortality & Expense Risk Fees                        76
                                              --------------
Net Investment Income (Loss)                            308
                                              --------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                         41
    Change in Unrealized Appreciation
        (Depreciation)                                  572
                                              --------------
    Net Gain (Loss) on Investments                      613
                                              --------------
Increase (Decrease) in Net Assets
    Resulting From Operations                          $921
                                              ==============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
                  AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
                              OF NEW YORK (AI LIFE)
                               VARIABLE ACCOUNT B

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

                  1997
                                                                   Alliance
                                                                 Conservative         Alliance
                                                                  Investors            Growth
                                                    Total         Portfolio           Portfolio
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                       $45,998              $251              $4,861
Expenses:
    Mortality & Expense Risk Fees                    11,692                86               1,083
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                         34,306               165               3,778
                                              --------------     -------------     ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                     39,889                82               8,313
    Change in Unrealized Appreciation
        (Depreciation)                              110,827               716              21,956
                                              --------------     -------------     ---------------
    Net Gain (Loss) on Investments                  150,716               798              30,269
                                              --------------     -------------     ---------------
 Increase (Decrease) in Net Assets
    Resulting From Operations                      $185,022              $963             $34,047
                                              ==============     =============     ===============
</TABLE>
<TABLE>

                                                Alliance
                                                 Growth            Alliance
                                                    &               Growth            Alliance
                                                 Income           Investors            Quasar
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                        $5,217              $553                 $24
Expenses:
    Mortality & Expense Risk Fees                       865               279                 421
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                          4,352               274                (397)
                                              --------------     -------------     ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      5,064               771               3,669
    Change in Unrealized Appreciation
        (Depreciation)                               10,957             1,169               2,787
                                              --------------     -------------     ---------------
     Net Gain (Loss) on Investments                   16,021             1,940               6,456
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets
    Resulting From Operations                       $20,373            $2,214              $6,059
                                              ==============     =============     ===============

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

                                                                   Dreyfus
                                                                    Small             Dreyfus
                                                Alliance           Company             Stock
                                               Technology           Stock              Index
                                                Portfolio         Portfolio             Fund
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                           $83               $42              $6,063
Expenses:
    Mortality & Expense Risk Fees                       208                 3                 752
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                           (125)               39               5,311
                                              --------------     -------------     ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      4,378                (8)              5,451
    Change in Unrealized Appreciation
        (Depreciation)                               (4,702)              (57)              9,964
                                              --------------     -------------     ---------------
    Net Gain (Loss) on Investments                     (324)              (65)             15,415
                                              --------------     -------------     ---------------
 Increase (Decrease) in Net Assets
    Resulting From Operations                         ($449)             ($26)            $20,726
                                               ==============     =============     ===============
</TABLE>
<TABLE>

                                                 Dreyfus
                                                  Zero             Fidelity
                                                 Coupon             Asset             Fidelity
                                                  2000             Manager             Growth
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                        $1,067            $3,743              $8,491
Expenses:
    Mortality & Expense Risk Fees                       144               570               3,367
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                            923             3,173               5,124
                                              --------------     -------------     ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                         (7)            1,667               3,512
    Change in Unrealized Appreciation
        (Depreciation)                                   37             4,615              63,333
                                              --------------     -------------     ---------------
    Net Gain (Loss) on Investments                       30             6,282              66,845
                                              --------------     -------------     ---------------

Increase (Decrease) in Net Assets
    Resulting From Operations                          $953            $9,455             $71,969
                                              ==============     =============     ===============

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

                                                                   Fidelity
                                                Fidelity          Investment          Fidelity
                                                  High              Grade              Money
                                                 Income              Bond              Market
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                        $1,172              $309              $8,541
Expenses:
    Mortality & Expense Risk Fees                       226                74               1,429
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                            946               235               7,112
                                              --------------     -------------     ---------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                        788               265                   0
    Change in Unrealized Appreciation
        (Depreciation)                                2,222               170                   0
                                              --------------     -------------     ---------------
    Net Gain (Loss) on Investments                    3,010               435                   0
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets
    Resulting From Operations                        $3,956              $670              $7,112
                                              ==============     =============     ===============
</TABLE>
<TABLE>

                                                                                       VanEck
                                                                    VanEck           Worldwide
                                                Fidelity          Worldwide             Hard
                                                Overseas           Balanced            Assets
                                                Portfolio            Fund               Fund
<S>                                      <C>                <C>               <C>
Investment Income (Loss):
    Dividends                                        $4,372              $157                $183
Expenses:
    Mortality & Expense Risk Fees                       706             1,361                  84
                                              --------------     -------------     ---------------
Net Investment Income (Loss)                          3,666            (1,204)                 99
                                              --------------     -------------     ---------------
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                        603             5,206                  19
    Change in Unrealized Appreciation
        (Depreciation)                               (1,457)              132                (732)
                                              --------------     -------------     ---------------
    Net Gain (Loss) on Investments                     (854)            5,338                (713)
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets
    Resulting From Operations                        $2,812            $4,134               ($614)
                                              ==============     =============     ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                  WP&G               WP&G
                                                Tomorrow           Tomorrow
                                                  Long              Short
                                                  Term               Term
                                                Portfolio         Portfolio
<S>                                      <C>                <C>
Investment Income (Loss):
    Dividends                                           $87              $782
Expenses:
    Mortality & Expense Risk Fees                         8                26
                                              --------------     -------------
Net Investment Income (Loss)                             79               756
                                              --------------     -------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                        113                 3
    Change in Unrealized Appreciation
        (Depreciation)                                  111              (394)
                                              --------------     -------------
     Net Gain (Loss) on Investments                      224              (391)
                                              --------------     -------------
Increase (Decrease) in Net Assets
    Resulting From Operations                          $303              $365
                                              ==============     =============
</TABLE>
                 See Accompanying 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, 1999, December 31, 1998 and December 31, 1997
<TABLE>

                  1999
                                                                     AIM                AIM
                                                                   Capital         International
                                                                 Appreciation          Equity
                                                  Total              Fund               Fund
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                   $274,605            $1,020              $2,027
    Realized Gain (Loss) on Investment Activity     202,624               499                 195
    Change in Unrealized Appreciation
        (Depreciation) of Investments               827,271            19,039              22,644
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                               1,304,500            20,558              24,866
                                              --------------     -------------     ---------------
 Capital Transactions:
    Contract Deposits and Transfers               1,888,781            22,819              23,357
    Cost Of Insurance Charge                       (521,651)           (8,463)             (5,883)
    Policy Loans                                   (272,063)             (252)                (58)
    Contract Withdrawals                           (235,528)             (638)             (1,422)
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       859,539            13,466              15,994
                                              --------------     -------------     ---------------
Total Increase (Decrease) in Net Assets           2,164,039            34,024              40,860
Net Assets, at Beginning of Year                  4,434,890            37,840              33,958
                                              --------------     -------------     ---------------
Net Assets, at End of Year                       $6,598,929           $71,864             $74,818
                                              ==============     =============     ===============
</TABLE>
<TABLE>

                                                                                      Alliance
                                                Alliance                               Growth
                                              Conservative         Alliance              &
                                                Investors           Growth             Income
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                     $2,747           $49,576             $52,599
    Realized Gain (Loss) on Investment Activity        (366)           31,353              18,790
    Change in Unrealized Appreciation
        (Depreciation) of Investments                (1,338)          170,572             (21,362)
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   1,043           251,501              50,027
                                              --------------     -------------     ---------------
Capital Transactions:
    Contract Deposits and Transfers                  (5,799)          412,239             196,071
    Cost Of Insurance Charge                         (2,957)          (78,781)            (47,727)
    Policy Loans                                          0           (32,198)            (20,887)
    Contract Withdrawals                                (59)          (33,103)            (22,562)
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        (8,815)          268,157             104,895
                                              --------------     -------------     ---------------
Total Increase (Decrease) in Net Assets              (7,772)          519,658             154,922
Net Assets, at Beginning of Year                     26,304           595,605             459,143
                                              --------------     -------------     ---------------
Net Assets, at End of Year                          $18,532        $1,115,263            $614,065
                                              ==============     =============     ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                Alliance           Alliance
                                                 Growth            Premier            Alliance
                                                Investors           Growth             Quasar
                                                Portfolio         Portfolio          Portfolio
<S>                                           <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                     $8,521              $690               ($690)
    Realized Gain (Loss) on Investment Activity       4,825             4,172              (3,624)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                 1,728            61,668              21,926
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  15,074            66,530              17,612
                                              --------------     -------------     ---------------
Capital Transactions:
    Contract Deposits and Transfers                 (23,090)          137,261              41,790
    Cost Of Insurance Charge                         (4,703)          (19,747)             (8,658)
    Policy Loans                                        (29)           (2,959)            (35,268)
    Contract Withdrawals                                  0            (1,585)             (2,524)
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       (27,822)          112,970              (4,660)
                                              --------------     -------------     ---------------
Total Increase (Decrease) in Net Assets             (12,748)          179,500              12,952
Net Assets, at Beginning of Year                    115,359           136,829             111,821
                                              --------------     -------------     ---------------
Net Assets, at End of Year                         $102,611          $316,329            $124,773
                                              ==============     =============     ===============
</TABLE>
<TABLE>

                                                                   Dreyfus
                                                                    Small             Dreyfus
                                                Alliance           Company             Stock
                                               Technology           Stock              Index
                                                Portfolio         Portfolio             Fund
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    ($1,693)            ($344)             $9,563
    Realized Gain (Loss) on Investment Activity      50,141            (1,279)             49,652
    Change in Unrealized Appreciation
        (Depreciation) of Investments               104,477             5,143              86,954
                                              --------------     -------------     ---------------
 Increase (Decrease) in Net Assets Resulting
    From Operations                                 152,925             3,520             146,169
                                              --------------     -------------     ---------------
 Capital Transactions:
    Contract Deposits and Transfers                 130,053             8,073             476,798
    Cost Of Insurance Charge                        (29,050)           (6,632)            (78,564)
    Policy Loans                                    (61,448)             (258)            (72,361)
    Contract Withdrawals                             (2,953)           (7,435)            (26,263)
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        36,602            (6,252)            299,610
                                              --------------     -------------     ---------------
Total Increase (Decrease) in Net Assets             189,527            (2,732)            445,779
Net Assets, at Beginning of Year                    167,136            39,682             591,779
                                              --------------     -------------     ---------------
Net Assets, at End of Year                         $356,663           $36,950          $1,037,558
                                              ==============     =============     ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                 Dreyfus
                                                  Zero             Fidelity
                                                 Coupon             Asset             Fidelity
                                                  2000             Manager           Contrafund
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       $765           $15,402              $2,636
    Realized Gain (Loss) on Investment Activity           0            (1,857)              2,502
    Change in Unrealized Appreciation
        (Depreciation) of Investments                  (455)           14,961              18,927
                                              --------------     -------------     ---------------
 Increase (Decrease) in Net Assets Resulting
    From Operations                                     310            28,506              24,065
                                              --------------     -------------     ---------------
 Capital Transactions:
    Contract Deposits and Transfers                    (119)          171,792              65,244
    Cost Of Insurance Charge                           (105)          (33,524)            (16,925)
    Policy Loans                                          0            (5,379)               (489)
    Contract Withdrawals                               (786)          (48,288)             (1,728)
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        (1,010)           84,601              46,102
                                              --------------     -------------     ---------------
Total Increase (Decrease) in Net Assets                (700)          113,107              70,167
Net Assets, at Beginning of Year                     17,881           235,539              81,555
                                              --------------     -------------     ---------------
Net Assets, at End of Year                          $17,181          $348,646            $151,722
                                              ==============     =============     ===============
</TABLE>
<TABLE>

                                                                                      Fidelity
                                                                   Fidelity          Investment
                                                Fidelity             High              Grade
                                                 Growth             Income              Bond
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                   $102,041            $7,182              $1,038
    Realized Gain (Loss) on Investment Activity      48,554            (3,919)                 68
    Change in Unrealized Appreciation
        (Depreciation) of Investments               245,218             2,337              (1,621)
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 395,813             5,600                (515)
                                              --------------     -------------     ---------------
Capital Transactions:
    Contract Deposits and Transfers                 383,796            53,180              13,174
    Cost Of Insurance Charge                        (96,262)           (9,567)             (3,776)
    Policy Loans                                    (30,086)           (3,900)               (213)
    Contract Withdrawals                            (52,027)           (6,288)             (5,416)
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       205,421            33,425               3,769
                                              --------------     -------------     ---------------
Total Increase (Decrease) in Net Assets             601,234            39,025               3,254
Net Assets, at Beginning of Year                    976,601            86,438              27,359
                                              --------------     -------------     ---------------
Net Assets, at End of Year                       $1,577,835          $125,463             $30,613
                                              ==============     =============     ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                Fidelity                               VanEck
                                                  Money            Fidelity          Worldwide
                                                 Market            Overseas           Balanced
                                                Portfolio         Portfolio             Fund
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $16,470            $5,008                  $0
    Realized Gain (Loss) on Investment Activity           0             4,108                   0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     0            57,758                   0
                                              --------------     -------------     ---------------
 Increase (Decrease) in Net Assets Resulting
    From Operations                                  16,470            66,874                   0
                                              --------------     -------------     ---------------
 Capital Transactions:
    Contract Deposits and Transfers                (247,879)           14,062                   0
    Cost Of Insurance Charge                        (54,882)          (11,227)                  0
    Policy Loans                                     (3,952)           (1,458)                  0
    Contract Withdrawals                             (7,252)           (2,821)                  0
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                      (313,965)           (1,444)                  0
                                              --------------     -------------     ---------------
Total Increase (Decrease) in Net Assets            (297,495)           65,430                   0
Net Assets, at Beginning of Year                    490,062           163,180                   0
                                              --------------     -------------     ---------------
Net Assets, at End of Year                         $192,567          $228,610                  $0
                                              ==============     =============     ===============
</TABLE>
<TABLE>

                                                 VanEck             VanEck              WP&G
                                                Worldwide         Worldwide           Tomorrow
                                                Emerging             Hard               Long
                                                 Markets            Assets              Term
                                                  Fund               Fund            Portfolio
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                      ($148)              $69                $148
    Realized Gain (Loss) on Investment Activity         201            (1,640)                 54
    Change in Unrealized Appreciation
        (Depreciation) of Investments                12,835             6,112                 (57)
                                              --------------     -------------     ---------------
 Increase (Decrease) in Net Assets Resulting
    From Operations                                  12,888             4,541                 145
                                              --------------     -------------     ---------------

Capital Transactions:
    Contract Deposits and Transfers                   3,967            10,809                 841
    Cost Of Insurance Charge                         (1,314)           (2,405)               (298)
    Policy Loans                                          0              (856)                  0
    Contract Withdrawals                               (429)           (3,605)               (380)
                                              --------------     -------------     ---------------
 Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         2,224             3,943                 163
                                              --------------     -------------     ---------------
Total Increase (Decrease) in Net Assets              15,112             8,484                 308
Net Assets, at Beginning of Year                     12,297            18,990               1,361
                                              --------------     -------------     ---------------
Net Assets, at End of Year                          $27,409           $27,474              $1,669
                                              ==============     =============     ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                  WP&G
                                                Tomorrow
                                                  Short
                                                  Term
                                                Portfolio
<S>                                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       ($22)
    Realized Gain (Loss) on Investment Activity         195
    Change in Unrealized Appreciation
        (Depreciation) of Investments                  (195)
                                              --------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                     (22)
                                              --------------
Capital Transactions:
    Contract Deposits and Transfers                     342
    Cost Of Insurance Charge                           (201)
    Policy Loans                                        (12)
    Contract Withdrawals                             (7,964)
                                              --------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        (7,835)
                                              --------------
Total Increase (Decrease) in Net Assets              (7,857)
Net Assets, at Beginning of Year                      8,171
                                              --------------
Net Assets, at End of Year                             $314
                                              ==============
</TABLE>
                 See Accompanying 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, 1999, December 31, 1998 and December 31, 1997
<TABLE>

                  1998
                                                                     AIM                AIM
                                                                   Capital         International
                                                                 Appreciation          Equity
                                                  Total              Fund               Fund
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                   $276,759              $846                $127
    Realized Gain (Loss) on Investment Activity      38,246              (550)               (405)
    Change in Unrealized Appreciation
        (Depreciation) of Investments               374,331             2,999                 156
                                              --------------     -------------     ---------------
 Increase (Decrease) in Net Assets Resulting
    From Operations                                 689,336             3,295                (122)
                                               --------------     -------------     ---------------

Capital Transactions:
    Contract Deposits and Transfers               1,935,929            38,072              46,598
    Cost Of Insurance Charge                       (439,044)           (3,527)             (2,896)
    Policy Loans                                    (78,540)                0              (9,622)
    Contract Withdrawals                            (17,083)                0                   0
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                     1,401,262            34,545              34,080
                                              --------------     -------------     ---------------
 Total Increase (Decrease) in Net Assets           2,090,598            37,840              33,958
Net Assets, at Beginning of Year                   2,344,292                 0                   0
                                              --------------     -------------     ---------------
 Net Assets, at End of Year                       $4,434,890           $37,840             $33,958
                                              ==============     =============     ===============
</TABLE>
<TABLE>

                                                                                      Alliance
                                                Alliance                               Growth
                                               Conservative        Alliance              &
                                                Investors           Growth             Income
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                     $1,362           $20,386             $28,095
    Realized Gain (Loss) on Investment Activity         250            13,968              11,897
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   797            73,288              23,891
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   2,409           107,642              63,883
                                              --------------     -------------     ---------------

Capital Transactions:
    Contract Deposits and Transfers                  16,193           340,780             267,448
    Cost Of Insurance Charge                         (3,382)          (61,636)            (49,686)
    Policy Loans                                          0           (27,803)             (3,765)
    Contract Withdrawals                                (16)             (981)               (711)
                                              --------------     -------------     ---------------
 Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        12,795           250,360             213,286
                                              --------------     -------------     ---------------
Total Increase (Decrease) in Net Assets              15,204           358,002             277,169
Net Assets, at Beginning of Year                     11,100           237,603             181,974
                                              --------------     -------------     ---------------
Net Assets, at End of Year                          $26,304          $595,605            $459,143
                                              ==============     =============     ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                Alliance           Alliance
                                                 Growth            Premier            Alliance
                                                Investors           Growth             Quasar
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                     $8,601             ($412)             $8,900
    Realized Gain (Loss) on Investment Activity       1,027               406                 685
    Change in Unrealized Appreciation
        (Depreciation) of Investments                11,665            17,510             (15,889)
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  21,293            17,504              (6,304)
                                              --------------     -------------     ---------------
Capital Transactions:
    Contract Deposits and Transfers                  32,757           136,361              27,825
    Cost Of Insurance Charge                         (7,001)           (6,319)            (12,255)
    Policy Loans                                     (1,265)          (10,717)                  0
    Contract Withdrawals                                (21)                0                 (97)
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        24,470           119,325              15,473
                                              --------------     -------------     ---------------
Total Increase (Decrease) in Net Assets              45,763           136,829               9,169
Net Assets, at Beginning of Year                     69,596                 0             102,652
                                              --------------     -------------     ---------------
Net Assets, at End of Year                         $115,359          $136,829            $111,821
                                              ==============     =============     ===============
</TABLE>
<TABLE>

                                                                   Dreyfus
                                                                    Small             Dreyfus
                                                Alliance           Company             Stock
                                               Technology           Stock              Index
                                                Portfolio         Portfolio             Fund
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                      ($721)             ($61)             $3,070
    Realized Gain (Loss) on Investment Activity       1,010              (790)             31,559
    Change in Unrealized Appreciation
        (Depreciation) of Investments                50,048               129              62,625
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  50,337              (722)             97,254
                                              --------------     -------------     ---------------
Capital Transactions:
    Contract Deposits and Transfers                  83,902            43,396             354,587
    Cost Of Insurance Charge                        (14,811)           (5,197)            (61,439)
    Policy Loans                                       (636)             (498)             (3,714)
    Contract Withdrawals                               (277)                0              (4,651)
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        68,178            37,701             284,783
                                              --------------     -------------     ---------------
Total Increase (Decrease) in Net Assets             118,515            36,979             382,037
Net Assets, at Beginning of Year                     48,621             2,703             209,742
                                              --------------     -------------     ---------------
 Net Assets, at End of Year                         $167,136           $39,682            $591,779
                                              ==============     =============     ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                 Dreyfus
                                                  Zero             Fidelity
                                                 Coupon             Asset             Fidelity
                                                  2000             Manager           Contrafund
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       $787           $19,053               ($215)
    Realized Gain (Loss) on Investment Activity           2             3,126                  15
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   271             4,287              12,896
                                               --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   1,060            26,466              12,696
                                              --------------     -------------     ---------------
Capital Transactions:
    Contract Deposits and Transfers                      37           122,139              74,384
    Cost Of Insurance Charge                           (290)          (28,844)             (5,525)
    Policy Loans                                          0            (4,507)                  0
    Contract Withdrawals                                  0              (271)                  0
                                              --------------     -------------     ---------------
 Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                          (253)           88,517              68,859
                                              --------------     -------------     ---------------
Total Increase (Decrease) in Net Assets                 807           114,983              81,555
Net Assets, at Beginning of Year                     17,074           120,556                   0
                                              --------------     -------------     ---------------
Net Assets, at End of Year                          $17,881          $235,539             $81,555
                                              ==============     =============     ===============
</TABLE>
<TABLE>

                                                                                      Fidelity
                                                                   Fidelity          Investment
                                                Fidelity             High              Grade
                                                 Growth             Income              Bond
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $70,156            $6,339                $336
    Realized Gain (Loss) on Investment Activity      31,739              (408)                112
    Change in Unrealized Appreciation
        (Depreciation) of Investments               138,573           (11,405)              1,082
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 240,468            (5,474)              1,530
                                              --------------     -------------     ---------------
Capital Transactions:
    Contract Deposits and Transfers                 304,706            68,538              20,094
    Cost Of Insurance Charge                        (70,948)          (11,695)             (3,420)
    Policy Loans                                     (7,887)           (1,312)                (97)
    Contract Withdrawals                               (659)                0                   0
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       225,212            55,531              16,577
                                              --------------     -------------     ---------------
Total Increase (Decrease) in Net Assets             465,680            50,057              18,107
Net Assets, at Beginning of Year                    510,921            36,381               9,252
                                              --------------     -------------     ---------------
Net Assets, at End of Year                         $976,601           $86,438             $27,359
                                              ==============     =============     ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                Fidelity                               VanEck
                                                  Money            Fidelity          Worldwide
                                                 Market            Overseas           Balanced
                                                Portfolio         Portfolio             Fund
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $16,954            $8,114             $82,586
    Realized Gain (Loss) on Investment Activity           0             1,283             (49,886)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     0             5,423                (614)
                                              --------------     -------------     ---------------
 Increase (Decrease) in Net Assets Resulting
    From Operations                                  16,954            14,820              32,086
                                              --------------     -------------     ---------------
 Capital Transactions:
    Contract Deposits and Transfers                 187,473            58,273            (320,133)
    Cost Of Insurance Charge                        (53,147)          (14,747)            (16,925)
    Policy Loans                                     (2,635)           (1,423)               (366)
    Contract Withdrawals                             (5,924)           (3,261)               (128)
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       125,767            38,842            (337,552)
                                              --------------     -------------     ---------------
Total Increase (Decrease) in Net Assets             142,721            53,662            (305,466)
Net Assets, at Beginning of Year                    347,341           109,518             305,466
                                              --------------     -------------     ---------------
Net Assets, at End of Year                         $490,062          $163,180                  $0
                                              ==============     =============     ===============
</TABLE>
<TABLE>

                                                 VanEck             VanEck              WP&G
                                                Worldwide         Worldwide           Tomorrow
                                                Emerging             Hard               Long
                                                 Markets            Assets              Term
                                                  Fund               Fund            Portfolio
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       ($48)           $2,187                  $9
    Realized Gain (Loss) on Investment Activity        (775)           (6,194)                134
    Change in Unrealized Appreciation
        (Depreciation) of Investments                (1,775)           (2,222)                 24
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  (2,598)           (6,229)                167
                                              --------------     -------------     ---------------

Capital Transactions:
    Contract Deposits and Transfers                  15,744            14,697               1,242
    Cost Of Insurance Charge                           (849)           (3,058)             (1,095)
    Policy Loans                                          0            (1,447)                  0
    Contract Withdrawals                                  0               (19)                  0
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        14,895            10,173                 147
                                              --------------     -------------     ---------------
Total Increase (Decrease) in Net Assets              12,297             3,944                 314
Net Assets, at Beginning of Year                          0            15,046               1,047
                                              --------------     -------------     ---------------
Net Assets, at End of Year                          $12,297           $18,990              $1,361
                                              ==============     =============     ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                  WP&G
                                                Tomorrow
                                                  Short
                                                  Term
                                                Portfolio
<S>                                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       $308
    Realized Gain (Loss) on Investment Activity          41
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   572
                                              --------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                     921
                                              --------------

Capital Transactions:
    Contract Deposits and Transfers                     816
    Cost Of Insurance Charge                           (352)
    Policy Loans                                       (846)
    Contract Withdrawals                                (67)
                                               --------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                          (449)
                                              --------------
Total Increase (Decrease) in Net Assets                 472
Net Assets, at Beginning of Year                      7,699
                                              --------------
Net Assets, at End of Year                           $8,171
                                              ==============
</TABLE>
                 See Accompanying 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, 1999, December 31, 1998 and December 31, 1997
<TABLE>

                  1997
                                                                   Alliance
                                                                 Conservative         Alliance
                                                                  Investors            Growth
                                                  Total           Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $34,306              $165              $3,778
    Realized Gain (Loss) on Investment Activity      39,889                82               8,313
    Change in Unrealized Appreciation
        (Depreciation) of Investments               110,827               716              21,956
                                              --------------     -------------     ---------------
 Increase (Decrease) in Net Assets Resulting
    From Operations                                 185,022               963              34,047
                                              --------------     -------------     ---------------
 Capital Transactions:
    Contract Deposits and Transfers               1,986,852            11,777             221,737
    Cost Of Insurance Charge                       (226,161)           (2,325)            (28,090)
    Policy Loans                                    (77,556)                0              (4,108)
    Contract Withdrawals                             (5,229)                0                (995)
                                              --------------     -------------     ---------------
 Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                     1,677,906             9,452             188,544
                                              --------------     -------------     ---------------
Total Increase (Decrease) in Net Assets           1,862,928            10,415             222,591
Net Assets, at Beginning of Year                    481,364               685              15,012
                                              --------------     -------------     ---------------
Net Assets, at End of Year                       $2,344,292           $11,100            $237,603
                                              ==============     =============     ===============
</TABLE>
<TABLE>

                                                Alliance
                                                 Growth            Alliance
                                                    &               Growth            Alliance
                                                 Income           Investors            Quasar
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                     $4,352              $274               ($397)
    Realized Gain (Loss) on Investment Activity       5,064               771               3,669
    Change in Unrealized Appreciation
        (Depreciation) of Investments                10,957             1,169               2,787
                                              --------------     -------------     ---------------
 Increase (Decrease) in Net Assets Resulting
    From Operations                                  20,373             2,214               6,059
                                              --------------     -------------     ---------------
Capital Transactions:
    Contract Deposits and Transfers                 156,792            66,847             103,348
    Cost Of Insurance Charge                        (18,272)           (3,029)             (6,790)
    Policy Loans                                     (5,312)                0                   0
    Contract Withdrawals                                (16)                0                   0
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       133,192            63,818              96,558
                                              --------------     -------------     ---------------
Total Increase (Decrease) in Net Assets             153,565            66,032             102,617
Net Assets, at Beginning of Year                     28,409             3,564                  35
                                              --------------     -------------     ---------------
Net Assets, at End of Year                         $181,974           $69,596            $102,652
                                              ==============     =============     ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                   Dreyfus
                                                                    Small             Dreyfus
                                                Alliance           Company             Stock
                                               Technology           Stock              Index
                                                Portfolio         Portfolio             Fund
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                      ($125)              $39              $5,311
    Realized Gain (Loss) on Investment Activity       4,378                (8)              5,451
    Change in Unrealized Appreciation
        (Depreciation) of Investments                (4,702)              (57)              9,964
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                    (449)              (26)             20,726
                                              --------------     -------------     ---------------
Capital Transactions:
    Contract Deposits and Transfers                  54,243             2,929             171,840
    Cost Of Insurance Charge                         (5,173)             (200)            (18,820)
    Policy Loans                                          0                 0                (422)
    Contract Withdrawals                                  0                 0                (160)
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        49,070             2,729             152,438
                                              --------------     -------------     ---------------
Total Increase (Decrease) in Net Assets              48,621             2,703             173,164
Net Assets, at Beginning of Year                          0                 0              36,578
                                              --------------     -------------     ---------------
Net Assets, at End of Year                          $48,621            $2,703            $209,742
                                              ==============     =============     ===============
</TABLE>
<TABLE>

                                                 Dreyfus
                                                  Zero             Fidelity
                                                 Coupon             Asset             Fidelity
                                                  2000             Manager             Growth
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       $923            $3,173              $5,124
    Realized Gain (Loss) on Investment Activity          (7)            1,667               3,512
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    37             4,615              63,333
                                              --------------     -------------     ---------------
 Increase (Decrease) in Net Assets Resulting
    From Operations                                     953             9,455              71,969
                                              --------------     -------------     ---------------

Capital Transactions:
    Contract Deposits and Transfers                   1,073           114,948             287,086
    Cost Of Insurance Charge                           (423)          (14,287)            (41,435)
    Policy Loans                                          0            (7,298)            (15,118)
    Contract Withdrawals                                  0              (116)             (2,785)
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           650            93,247             227,748
                                              --------------     -------------     ---------------

Total Increase (Decrease) in Net Assets               1,603           102,702             299,717
Net Assets, at Beginning of Year                     15,471            17,854             211,204
                                              --------------     -------------     ---------------
Net Assets, at End of Year                          $17,074          $120,556            $510,921
                                              ==============     =============     ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                   Fidelity
                                                Fidelity          Investment          Fidelity
                                                  High              Grade              Money
                                                 Income              Bond              Market
                                                Portfolio         Portfolio          Portfolio
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       $946              $235              $7,112
    Realized Gain (Loss) on Investment Activity         788               265                   0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                 2,222               170                   0
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   3,956               670               7,112
                                              --------------     -------------     ---------------
Capital Transactions:
    Contract Deposits and Transfers                  39,615            14,040             327,009
    Cost Of Insurance Charge                         (5,194)           (2,375)            (51,240)
    Policy Loans                                    (12,730)           (7,099)            (14,774)
    Contract Withdrawals                                (57)                0                (198)
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        21,634             4,566             260,797
                                              --------------     -------------     ---------------
Total Increase (Decrease) in Net Assets              25,590             5,236             267,909
Net Assets, at Beginning of Year                     10,791             4,016              79,432
                                              --------------     -------------     ---------------
Net Assets, at End of Year                          $36,381            $9,252            $347,341
                                              ==============     =============     ===============
 </TABLE>
<TABLE>

                                                                                       VanEck
                                                                    VanEck           Worldwide
                                                Fidelity          Worldwide             Hard
                                                Overseas           Balanced            Assets
                                                Portfolio            Fund               Fund
<S>                                      <C>                <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                     $3,666           ($1,204)                $99
    Realized Gain (Loss) on Investment Activity         603             5,206                  19
    Change in Unrealized Appreciation
        (Depreciation) of Investments                (1,457)              132                (732)
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   2,812             4,134                (614)
                                              --------------     -------------     ---------------
Capital Transactions:
    Contract Deposits and Transfers                  76,973           314,530              13,116
    Cost Of Insurance Charge                         (9,851)          (15,171)             (2,615)
    Policy Loans                                     (5,182)           (5,513)                  0
    Contract Withdrawals                               (902)                0                   0
                                              --------------     -------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        61,038           293,846              10,501
                                              --------------     -------------     ---------------
Total Increase (Decrease) in Net Assets              63,850           297,980               9,887
Net Assets, at Beginning of Year                     45,668             7,486               5,159
                                              --------------     -------------     ---------------
Net Assets, at End of Year                         $109,518          $305,466             $15,046
                                              ==============     =============     ===============
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                  WP&G               WP&G
                                                Tomorrow           Tomorrow
                                                  Long              Short
                                                  Term               Term
                                                Portfolio         Portfolio
<S>                                      <C>                <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                        $79              $756
    Realized Gain (Loss) on Investment Activity         113                 3
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   111              (394)
                                              --------------     -------------
 Increase (Decrease) in Net Assets Resulting
    From Operations                                     303               365
                                              --------------     -------------
Capital Transactions:
    Contract Deposits and Transfers                   1,448             7,501
    Cost Of Insurance Charge                           (704)             (167)
    Policy Loans                                          0                 0
    Contract Withdrawals                                  0                 0
                                              --------------     -------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           744             7,334
                                              --------------     -------------
Total Increase (Decrease) in Net Assets               1,047             7,699
Net Assets, at Beginning of Year                          0                 0
                                              --------------     -------------
Net Assets, at End of Year                           $1,047            $7,699
                                              ==============     =============
</TABLE>
                 See Accompanying 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 following products are
offered by the Account: Vision and Gallery Life.

The  Account  invests in shares of AIM  Variable  Insurance  Fund ("AIM  Fund"),
Alliance Variable Products Series Fund, Inc. ("Alliance Fund"), Dreyfus Variable
Investment  Fund  ("Dreyfus  Fund"),  Fidelity  Investments  Variable  Insurance
Products Fund ("Fidelity  Trust"),  Fidelity Variable Insurance Products Fund II
("Fidelity  Trust II"),  Van Eck  Investment  Trust ("Van Eck Trust") and Weiss,
Peck & Greer ("WP&G Tomorrow Fund").  The assets in the policies may be invested
in the following subaccounts:
<TABLE>
<S>                                                        <C>
AIM Fund:                                                  Fidelity Trust:
           Capital Appreciation Fund                                  Growth Portfolio
           International Equity Fund                                  High Income Portfolio
                                                                      Money Market Portfolio
                                                                      Overseas Portfolio
Alliance Fund:
           Conservative Investors Portfolio
           Global Bond Portfolio                           Fidelity Trust II:
           Growth Portfolio                                           Asset Manager Portfolio
           Growth & Income Portfolio                                  Contrafund Portfolio
           Growth Investors Portfolio                                 Investment Grade Bond Portfolio
           Money Market Portfolio
           Premier Growth Portfolio                        Van Eck Trust:
           Quasar Portfolio                                           Worldwide Balanced Fund (Fund Closed 06/29/98)
           Technology Portfolio                                       Worldwide Emerging Markets Fund
                                                                      Worldwide Hard Assets Fund

Dreyfus Fund:                                              WP&G Tomorrow Fund:
           Small Company Stock Portfolio                              Tomorrow Long Term Portfolio
           Stock Index Fund                                           Tomorrow Medium Term Portfolio
           Zero Coupon 2000 Portfolio                                 Tomorrow Short Term Portfolio
</TABLE>

The Account commenced operations on May 4, 1995.

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

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

2. Summary of Significant Accounting Policies

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

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

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

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

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

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

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

                               VARIABLE ACCOUNT B

                    NOTES TO FINANCIAL STATEMENTS (continued)

3. Contract Charges

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

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

On the  policies'  issue  date  and  each  monthly  anniversary,  the  following
deductions are made from the policies' account value:

         (a)      administrative charges
         (b)      insurance charges
         (c)      supplemental benefit charges
         (d)      acquisition and underwriting charges

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

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

<PAGE>

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

                  NOTES TO FINANCIAL STATEMENTS (continued)
<TABLE>

4. Purchases of Investments

For the year ended  December  31, 1999,  investment  activity in the Fund was as
follows:

                                                    Cost of           Proceeds
                                                   Purchases          From Sales
<S>                                            <C>                <C>
Shares of
AIM Fund:
        Capital Appreciation Fund                  $ 21,929           $ 7,442
        International Equity Fund                    23,113             5,092
Alliance Fund:
        Conservative Investors Portfolio             30,338            36,406
        Global Bond Portfolio                             0                 0
        Growth Portfolio                            414,352            96,631
        Growth & Income Portfolio                   276,136           118,641
        Growth Investors Portfolio                   17,060            36,363
        Premier Growth Portfolio                    137,095            23,436
        Quasar Portfolio                             43,545            48,895
        Technology Portfolio                        137,461           102,574
Dreyfus Fund:
        Small Company  Portfolio                     16,142            22,736
        Stock Index Fund                            486,591           177,453
        Zero Coupon 2000 Portfolio                    1,358             1,604
Fidelity Trust:
        Asset Manager Portfolio                     212,368           112,369
        Contrafund Portfolio                         67,230            18,493
        Growth Portfolio                            472,135           164,703
        High Income Portfolio                        62,996            22,389
        Investment Grade Bond Portfolio              24,522            19,714
        Money Market Portfolio                      403,133           700,628
        Overseas Portfolio                           33,811            30,247
Van Eck Trust:
        Worldwide Emerging Markets Fund               8,115             6,039
        Worldwide Hard Assets Fund                   14,262            10,250
        Worldwide Balanced Fund                           0                 0
WP&G Tomorrow Fund:
        Tomorrow Long Term Portfolio                    966               654
        Tomorrow Short Term Portfolio                   291             8,149
</TABLE>
<PAGE>

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

                  NOTES TO FINANCIAL STATEMENTS (continued)

4. Purchases of Investments (continued)

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

                                                 Cost of           Proceeds
                                                Purchases         From Sales
<S>                                            <C>                <C>
Shares of
AIM Fund:
        Capital Appreciation Fund                  $ 41,090           $ 5,698
        International Equity Fund                    48,023            13,817
Alliance Fund:
        Conservative Investors Portfolio             16,659             2,503
        Global Bond Portfolio                            25                25
        Growth Portfolio                            335,018            64,273
        Growth & Income Portfolio                   321,401            80,021
        Growth Investors Portfolio                   61,367            28,296
        Premier Growth Portfolio                    134,550            15,636
        Quasar Portfolio                             42,436            18,065
        Technology Portfolio                         76,713             9,256
Dreyfus Fund:
        Small Company  Portfolio                     44,897             7,257
        Stock Index Fund                            479,371           191,520
        Zero Coupon 2000 Portfolio                    1,430               902
Fidelity Trust:
        Asset Manager Portfolio                     178,285            70,713
        Contrafund Portfolio                         75,745             7,100
        Growth Portfolio                            450,845           155,477
        High Income Portfolio                        73,064            11,194
        Investment Grade Bond Portfolio              21,374             4,462
        Money Market Portfolio                    1,010,895           868,182
        Overseas Portfolio                           67,338            20,383
Van Eck Trust:
        Worldwide Emerging Markets Fund              17,116             2,269
        Worldwide Hard Assets Fund                   25,534            13,176
        Worldwide Balanced Fund                     184,339           438,993
WP&G Tomorrow Fund:
        Tomorrow Long Term Portfolio                  1,223             1,068
        Tomorrow Short Term Portfolio                 1,148             1,289
</TABLE>
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (continued)

5.  Net Increase (Decrease) in Accumulation Units

For the year ended December 31, 1999,  transactions in accumulation units of the
account were as follows:
<TABLE>

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

                                                      -----------------      ----------------      -----------------
<S>                                                           <C>                   <C>                      <C>
      Units Purchased                                         1,815.88              1,518.69                 837.47
      Units Withdrawn                                          (768.83)              (597.31)               (230.29)
      Units Transferred Between Funds                            34.44                351.75              (1,264.27)
      Units Transferred From (To) AI Life                         0.00                  0.00                   0.00

                                                      -----------------      ----------------      -----------------
      Net Increase (Decrease)                                 1,081.49              1,273.13                (657.09)
      Units, at Beginning of the Year                         3,326.20              2,934.43               2,033.26

                                                      -----------------      ----------------      -----------------
      Units, at End of the Year                               4,407.69              4,207.56               1,376.17

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

      Unit Value at December 31, 1999               $            16.30     $           17.78     $            13.47

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

                                                                            Alliance
                                                                             Growth               Alliance
                                                     Alliance                  &                   Growth
                                                      Growth                 Income               Investors
                                               1    Portfolio         1    Portfolio         1    Portfolio

                                                 -----------------      -----------------      ----------------
<S>                                                     <C>                    <C>                      <C>
Units Purchased                                         10,603.38              10,168.74                235.79
Units Withdrawn                                         (6,163.30)             (4,414.12)              (296.12)
Units Transferred Between Funds                          6,748.91                (693.70)            (1,668.63)
Units Transferred From (To) AI Life                          0.00                   0.00                  0.00

                                                 -----------------      -----------------      ----------------
Net Increase (Decrease)                                 11,188.99               5,060.92             (1,728.96)
Units, at Beginning of the Year                         27,622.72              23,900.60              7,579.30

                                                 -----------------      -----------------      ----------------
Units, at End of the Year                               38,811.71              28,961.52              5,850.34

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

Unit Value at December 31, 1999                $            28.74     $            21.20     $           17.54

                                                 =================      =================      ================
</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
<PAGE>
<TABLE>

                                                     Alliance               Alliance
                                                     Premier                Premier               Alliance
                                                      Growth                 Growth                Quasar
                                               1    Portfolio         2    Portfolio         1    Portfolio

                                                 -----------------      -----------------      ----------------
<S>                                                      <C>                        <C>               <C>
Units Purchased                                          4,266.78                   0.00              2,128.54
Units Withdrawn                                         (1,445.24)                  0.00             (3,979.84)
Units Transferred Between Funds                          4,110.34                   0.00              1,477.91
Units Transferred From (To) AI Life                          0.00                   0.00                  0.00
                                                 -----------------      -----------------      ----------------
Net Increase (Decrease)                                  6,931.88                   0.00               (373.39)
Units, at Beginning of the Year                          9,084.83                   0.00              9,743.20
                                                 -----------------      -----------------      ----------------
Units, at End of the Year                               16,016.71                   0.00              9,369.81
                                                 =================      =================      ================

Unit Value at December 31, 1999                $            19.75     $            20.26     $           13.32
                                                 =================      =================      ================
</TABLE>
<TABLE>


                                                                                                   Dreyfus
                                                                                                    Small
                                                     Alliance               Alliance               Company
                                                      Quasar               Technology               Stock
                                               2    Portfolio         1    Portfolio         1    Portfolio

                                                 -----------------      -----------------      ----------------
<S>                                                          <C>                <C>                   <C>
Units Purchased                                              0.00               4,121.07              1,483.93
Units Withdrawn                                              0.00              (4,043.52)            (1,494.67)
Units Transferred Between Funds                              0.00               2,047.47               (607.64)
Units Transferred From (To) AI Life                          0.00                   0.00                  0.00

                                                 -----------------      -----------------      ----------------
Net Increase (Decrease)                                      0.00               2,125.02               (618.38)
Units, at Beginning of the Year                              0.00               9,426.69              4,108.77

                                                 -----------------      -----------------      ----------------
Units, at End of the Year                                    0.00              11,551.71              3,490.39

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

Unit Value at December 31, 1999                $            10.61     $            30.88     $           10.59

                                                 =================      =================      ================
</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
<PAGE>
<TABLE>

                                                                            Dreyfus
                                                     Dreyfus                  Zero                Fidelity
                                                      Stock                  Coupon                 Asset
                                                      Index                   2000                 Manager
                                               1       Fund           1    Portfolio         1    Portfolio

                                                 -----------------      -----------------      ----------------
<S>                                                     <C>                        <C>                <C>
Units Purchased                                         12,398.07                  (4.45)             9,017.71
Units Withdrawn                                         (8,191.82)                (76.30)            (5,407.11)
Units Transferred Between Funds                          9,569.02                  (6.29)             1,574.45
Units Transferred From (To) AI Life                          0.00                   0.00                  0.00

                                                 -----------------      -----------------      ----------------
Net Increase (Decrease)                                 13,775.27                 (87.04)             5,185.05
Units, at Beginning of the Year                         29,504.15               1,548.03             15,052.98

                                                 -----------------      -----------------      ----------------
Units, at End of the Year                               43,279.42               1,460.99             20,238.03

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

Unit Value at December 31, 1999                $            23.97     $            11.76     $           17.23

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


                                                     Fidelity               Fidelity                High
                                                    Contrafund               Growth                Income
                                               1    Portfolio         1    Portfolio         1    Portfolio
                                                 -----------------      -----------------      ----------------
Units Purchased                                          3,848.68              12,848.81              4,594.61
Units Withdrawn                                         (1,367.45)             (8,534.23)            (1,517.80)
Units Transferred Between Funds                            733.96               5,481.12               (640.89)
Units Transferred From (To) AI Life                          0.00                   0.00                  0.00
                                                 -----------------      -----------------      -----------------
Net Increase (Decrease)                                  3,215.19               9,795.70              2,435.92
Units, at Beginning of the Year                          6,295.21              52,617.34              6,877.72
                                                 -----------------      -----------------      ----------------
Units, at End of the Year                                9,510.40              62,413.04              9,313.64
                                                 =================      =================      ================

Unit Value at December 31, 1999                $            15.95     $            25.28     $           13.47
                                                 =================      =================      ================
</TABLE>



Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.
<PAGE>
<TABLE>


                                                          Fidelity
                                                         Investment             Fidelity
                                                           Grade                  Money                Fidelity
                                                            Bond                 Market                Overseas
                                                    1    Portfolio         1    Portfolio        1    Portfolio

                                                      -----------------      ----------------      -----------------
<S>                                                           <C>                  <C>                     <C>
      Units Purchased                                         1,218.50             26,873.79               1,931.15
      Units Withdrawn                                          (797.33)            (5,677.73)               (980.78)
      Units Transferred Between Funds                          (100.44)           (47,794.33)             (1,053.11)
      Units Transferred From (To) AI Life                         0.00                  0.00                   0.00

                                                      -----------------      ----------------      -----------------
      Net Increase (Decrease)                                   320.73            (26,598.27)               (102.74)
      Units, at Beginning of the Year                         2,273.54             42,722.57              11,591.32

                                                      -----------------      ----------------      -----------------
      Units, at End of the Year                               2,594.27             16,124.30              11,488.58

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

      Unit Value at December 31, 1999               $            11.80     $           11.94     $            19.90

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

                                                     Van Eck                Van Eck                 WP&G
                                                    Worldwide              Worldwide              Tomorrow
                                                     Emerging                 Hard                  Long
                                                     Markets                 Assets                 Term
                                               1       Fund           1       Fund           1    Portfolio

                                                 -----------------      -----------------      ----------------
<S>                                                        <C>                  <C>                      <C>
Units Purchased                                            610.30               1,312.26                 57.41
Units Withdrawn                                           (217.14)               (780.12)               (45.94)
Units Transferred Between Funds                           (144.00)                (26.99)                 0.00
Units Transferred From (To) AI Life                          0.00                   0.00                  0.00

                                                 -----------------      -----------------      ----------------
Net Increase (Decrease)                                    249.16                 505.15                 11.47
Units, at Beginning of the Year                          2,026.96               2,447.21                 92.04

                                                 -----------------      -----------------      ----------------
Units, at End of the Year                                2,276.12               2,952.36                103.51

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

Unit Value at December 31, 1999                $            12.04     $             9.31     $           16.15

                                                 =================      =================      ================
</TABLE>
<TABLE>
                                                       WP&G
                                                     Tomorrow
                                                      Short
                                                       Term
                                               1    Portfolio

                                                 -----------------
<S>                                                         <C>
Units Purchased                                             25.19
Units Withdrawn                                           (606.37)
Units Transferred Between Funds                              0.00
Units Transferred From (To) AI Life                          0.00

                                                 -----------------
Net Increase (Decrease)                                   (581.18)
Units, at Beginning of the Year                            604.08

                                                 -----------------
Units, at End of the Year                                   22.90

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

Unit Value at December 31, 1999                $            13.73

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

</TABLE>
Footnote 1 are the Vision funds.
Footnote 2 are the Gallery Life funds.

<PAGE>

                                   APPENDIX A

                   Maximum Initial Surrender Charge Per $1,000
                        of Initial Specified Face Amount



          Issue Age          Sex             Smoker Status      Surrender Charge
          ---------          ---             -------------      ----------------

             25             Male               Nonsmoker               $14.00
             35             Male               Nonsmoker                17.00
             45             Male               Nonsmoker                24.00
             55             Male               Nonsmoker                35.00
             65             Male               Nonsmoker                36.00
             75             Male               Nonsmoker                37.00
             25             Male                Smoker                  16.00
             35             Male                Smoker                  21.00
             45             Male                Smoker                  29.00
             55             Male                Smoker                  37.00
             65             Male                Smoker                  37.00
             75             Male                Smoker                  38.00
             25            Female              Nonsmoker                13.00
             35            Female              Nonsmoker                16.00
             45            Female              Nonsmoker                21.00
             55            Female              Nonsmoker                30.00
             65            Female              Nonsmoker                36.00
             75            Female              Nonsmoker                36.00
             25            Female               Smoker                  14.00
             35            Female               Smoker                  18.00
             45            Female               Smoker                  24.00
             55            Female               Smoker                  33.00
             65            Female               Smoker                  36.00
             75            Female               Smoker                  37.00



<PAGE>




                                   APPENDIX B

                          AVERAGE ANNUAL TOTAL RETURNS

                                (As of 12/31/99)
<TABLE>

                                                                                                           LIFE OF
  FUND NAME (INCEPTION DATE)                                     1 YEAR     3 YEAR     5 YEAR     10 YEAR     FUND
  --------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>        <C>        <C>        <C>           <C>

  ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.

       Premier Growth (6/26/92)                                    32.32%     37.87%     36.03%     N/A        26.31%
       Quasar (8/5/96)                                             17.08%      9.87%        N/A     N/A        10.63%
       Growth and Income (1/14/91)                                 11.37%     20.14%     23.91%     N/A        15.48%
       Growth (9/15/94)                                            34.47%     31.05%     31.35%     N/A        30.61%
       North American Government Income (5/3/94)                    8.90%      7.50%     12.59%     N/A         8.54%

  AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

       VP Income & Growth Fund (10/30/97)                          18.02%      N/A        N/A         N/A        24.69%
       VP International (5/1/94)                                   64.04%     32.21%     24.28%     N/A        20.07%

  BERGER INSTITUTIONAL PRODUCTS TRUST

       IPT New Generation (5/1/00) (1)                             144.20     55.10       N/A         N/A      47.50%
       IPT Small Company Growth (5/1/96) (2)                       91.45%     33.21%     N/A        N/A        26.24%

  FIDELITY VARIABLE INSURANCE PRODUCTS FUND II AND III

       VIP II Index 500 (8/27/92)                                  20.52%     27.11%     28.16%     N/A        21.07%
       VIP II Contrafund (1/3/95)                                  24.25%     26.10%    N/A         N/A        27.73%
       VIP III Balanced (1/3/95)                                    4.55%     14.54%    N/A         N/A        13.50%

  GOLDMAN SACHS VARIABLE INSURANCE TRUST

       Global Income (1/12/98) (3)                                 -1.01%    N/A        N/A         N/A         3.59%
       CORESM Large Cap Growth (2/13/98)                           35.42%    N/A        N/A         N/A        27.69%
       CORESM U.S. Equity (2/13/98)                                24.30%    N/A        N/A         N/A        20.75%
       International Equity (1/12/98) (4)                          31.85%    N/A        N/A         N/A        26.26%

  MORGAN STANLEY UNIVERSAL INSTITUTIONAL FUNDS

       Emerging Markets Equity (10/1/96)                           94.70%     13.98%    N/A         N/A        12.13%
       Fixed Income (1/2/97)                                       -1.63%    N/A        N/A         N/A         5.29%
       High Yield (1/2/97)                                          7.10%    N/A        N/A         N/A         8.43%
       Mid Cap Growth (10/18/99)                                    N/A      N/A        N/A         N/A     38.40%*
       Mid Cap Value (1/2/97)                                      20.11%    N/A        N/A         N/A        25.25%
       Technology (11/30/99)                                        N/A      N/A        N/A         N/A     24.16%*
       Money Market (1/4/99) (5)                                    4.65%    N/A        N/A         N/A         4.65%

  NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST(6)
       AMT Partners Portfolio (3/22/94)                             7.37%     13.67%     21.04%     N/A        17.47%

  PIMCO VARIABLE INSURANCE TRUST

       Long -Term U.S. Government (4/30/99)                        N/A        N/A        N/A        N/A           N/A
       Total Return Bond (12/31/97) (7)                            -0.58%     N/A        N/A        N/A         3.91%

  FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS  TRUST (VIP)

  (8)

       Templeton International Securities- Class 2 (5/1/92)        23.23%     15.21%     17.03%     N/A        15.25%
       Templeton Developing Markets Securities- Class 2            53.27%     -5.08%    N/A         N/A        -5.45%
  (3/1/96)

       Templeton Growth Securities - Class 2 (3/15/94)             20.84%     14.34%     15.36%     N/A        13.73%

  --------------------------------------------------------------------------------------------------------------------
* Period less than one year, return is cumulative not annualized.
</TABLE>



<PAGE>



This performance information reflects the total income generated by the Fund net
of total fund  operating  expenses,  plus capital gains and losses,  realized or
unrealized and assumes  reinvestment  of dividends and  distributions.  The data
assumes the relevant  subaccount was in existence on the Fund's  inception date.
The performance results do not reflect:  monthly deductions;  cost of insurance;
surrender charges;  sales loads;  mortality and expense risk charges; DAC taxes;
and any state or local premium taxes. If these charges were included,  the total
return  figures  would  be  lower.  These  charges  and  deductions  can  have a
significant  effect on policy,  account,  insurance  benefits and cash surrender
values,  as illustrated in the prospectus.  Past  performance  cannot predict or
guarantee  future  results.  The  investment  return  and  principal  value will
fluctuate,  so that units,  when  redeemed  may be worth more or less than their
original cost. For more information, please refer to the Funds Prospectus.

(1)  The performance  information shown is for the Berger New Generation Fund, a
     corresponding  retail Berger Fund that has the same  investment  objectives
     and  substantially  the same  investment  strategies as the Berger  IPT-New
     Generation  Fund,   which  commences   operations  on  May  1,  2000.  This
     information is not a substitute  for the  performance of the Berger IPT-New
     Generation   Fund,  and  is  not  an  indication  of  its  past  or  future
     performance.  Differences  in asset  size and in cash  flows are  likely to
     cause the performance of the Funds to differ. In addition,  the performance
     information  shown does not  reflect the  deduction  of charges or expenses
     attributable to the variable  insurance  contract  through which the Berger
     IPT-New  Generation  Fund's shares  purchased,  which would lower  returns.
     Given the  Fund's  focus on  leading  edge  companies  and those in rapidly
     changing  industries,  its investment  may involve  greater risks and price
     volatility  than those in companies in more stable  industries.  IPO's have
     made a significant contribution to the Fund's recent performance. There can
     be no assurance that such contribution will continue.

(2)  Investments in small companies may involve  greater risks,  including price
     volatility, and rewards than investments in larger companies.

(3)  A fund's foreign investments and active management  techniques entail risks
     in  addition   to  those   customarily   associated   with   investing   in
     dollar-denominated   securities  of  U.S.   issuers.   Compared  with  U.S.
     securities  markets,  foreign markets may be less liquid, more volatile and
     less subject to governmental regulation, and may make available less public
     information about issuers.  The fund may incur losses because of changes in
     securities  prices  expressed  in local  currencies,  movements in exchange
     rates, or both. These risks are more fully described in the prospectus.

(4)  In  particular,  the  securities  markets of  emerging  countries  in which
     certain funds may invest without limit are less liquid,  subject to greater
     price volatility,  have smaller market capitalizations,  have problems with
     share registration and custody, have less government regulation and are not
     subject  to as  extensive  and  frequent  accounting,  financial  and other
     reporting   requirements  as  the  securities  markets  of  more  developed
     countries.  At  times,  the  Fund  may be  unable  to sell  certain  of its
     portfolio securities without a substantial drop in price, if at all.

(5)  Investment in the Money Market  Portfolio is neither insured nor guaranteed
     by the FDIC or the U.S.  Government.  There  can be no  assurance  that the
     portfolio will be able to maintain a stable net asset value.

(6)  Shares  of  the  separate  AMT  Portfolios  of  Neuberger  Berman  Advisers
     Management Trust are sold only through the currently  effective  prospectus
     and are not available to the general  public.  Shares of the AMT Portfolios
     may be purchased  only by life insurance  companies,  to be used with their
     separate  accounts which fund variable  annuity and variable life insurance
     policies.  Neuberger  Berman  Management may absorb certain expenses of the
     AMT Portfolios.  Without this arrangement  which is subject to change,  the
     total returns of the portfolios could have been less. Total return includes
     reinvestment of dividends and capital gains distributions. Performance data
     quoted  represents past performance and the investment return and principal
     value of an investment  will  fluctuate so that the shares,  when redeemed,
     may be  worth  more or  less  than  the  original  cost.  Please  read  the
     prospectus carefully before you invest or send money.

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

(7)  The Total  Return  Bond  Portfolio  may  invest a portion  of its assets in
     foreign  securities.  Investments  in foreign  securities  and markets pose
     different and possibly greater risk than those customarily  associated with
     domestic  securities,  including currency  fluctuations,  foreign taxes and
     political instability.

(8)  Standardized  performance for Class 2 shares  represents a `blended' figure
     containing  (a) for  periods  prior  to  Class  2's  inception  on  5/1/97,
     historical  results of Class 1 shares;  and (b) for periods  after  5/1/97,
     Class 2 results  reflecting  an  additional  12b-1 fee  expense  which also
     affects all future  performance.  Blended  figures assume  reinvestment  of
     dividends and capital gains.


                                  [Back cover]

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



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