VARIABLE ACCOUNT B AMERICAN INTL LIFE ASSUR CO OF NEW YORK
485BPOS, 2000-05-01
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        Filed with the Securities and Exchange Commission on May 1, 2000

                            Registration No. 33-90686

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-6


                        POST-EFFECTIVE AMENDMENT NO 7 TO
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OF
         SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2


A.   Exact name of trust: Variable Account B

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

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

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

COPIES TO:
Michael Berenson, Esq.          and    Ernest T. Patrikis, Esq.
Jorden Burt Boros Cicchetti            Senior Vice President and General Counsel
Berenson & Johnson, LLP                American International Group, Inc.
Suite 400 East                         70 Pine Street
1025 Thomas Jefferson Street, NW       New York, NY  10270
Washington, DC  20007-0805

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

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

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

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

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

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

If appropriate, check the following box:

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

E.   Title and amount of securities being registered:

     Flexible Premium Variable Life Insurance Policies.

F.   Approximate date of proposed public offering:

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

G.   Amount of Filing Fee: N/A


<PAGE>

                                     Part I
<PAGE>


                                                          American International
                                                                  Life Assurance
                                                             Company of New York
                                                              Variable Account B
                                                                  80 Pine Street
                                                             New York, NY  10005
                                                                  1-800-340-2765

              Flexible Premium Variable Universal Life Policy

American  International  Life  Assurance  Company of New York is  offering  life
insurance coverage under the policy described in this prospectus.  The policy is
an individual flexible premium variable universal life policy. The policy allows
you, as the owner, within limits, to:

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

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

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

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

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


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




                                  May 1, 2000



<PAGE>


Investment Options

Variable Investment Options

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

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

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

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

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

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

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

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




Guaranteed  Investment Option

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


<PAGE>


                                Table of Contents

Special Terms

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

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

The Investment Options

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

Death Benefit

Cash Benefits During the Insured's Life

Payment Options for Benefits

Expenses of the Policy

Supplemental  Benefits and Riders

Other Policy Provisions

Performance Information

Federal Income Tax Considerations

Distribution of the Policy

About Us and the Accounts

Our Directors and Executive Officers

Other Information

Financial Statements

Appendices

<PAGE>

                                  Special Terms


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

Accounts.   The Separate Account and the Guaranteed Account

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>


                              Summary of the Policy


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

Overview

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

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

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

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

Applying for a Policy

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

 Your policy will become effective after:

o    We accept your application.

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

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

Your Right to Cancel the Policy

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

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

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

Premium Payments

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

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

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

Policy Account Value

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

o    the premiums you pay;

o    the returns earned by the subaccounts you select;

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

o    any loans or partial surrenders; and

o    the policy charges and expenses we deduct.

Death Benefit

When you apply for a policy, you must select:

o    The Face Amount.

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

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

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

1.   The Face Amount; or

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

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

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

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

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


Cash Benefits During the Life of the Insured

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

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

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

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

Expenses of the Policy

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

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

o    upon certain transactions.

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

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

o         The administration of your policy.

o         The cost of insurance for your policy.

o         The costs associated with acquiring  and underwriting your policy.

o         The cost of any supplemental benefits or riders.

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

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

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

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

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

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

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

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

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




                          Policy Charges and Deductions


Transaction Charges

     Sales and DAC Tax Charge 5% of each premium payment

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

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

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

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




Account Value Charges (deducted monthly)

     Cost of Insurance Charge(2)

   Current                               Guaranteed

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

Monthly Expense Charge                               Current          Guaranteed

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


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

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


<TABLE>

         Mortality and Expense Risk Charge    Current                           Guaranteed

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


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

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

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

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


<PAGE>



                            Annual Portfolio Expenses

                          Before Waivers/Reimbursements

                             As of December 31, 1999

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

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

</TABLE>

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

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

                                     Management    Other            Total
                                     Fees          Expenses        Expenses

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


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

                                     Management    Other            Total
                                     Fees          Expenses         Expenses

         VIP Growth Portfolio        0.58%         0.07%            0.65%

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

                                     Management    Other            Total
                                     Fees          Expenses         Expenses

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

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

                                     Management    Other            Total
                                     Fees          Expenses         Expenses

         Worldwide Emerging
         Markets Fund                1.00%         0.34%            1.34%


Federal Tax Considerations

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


                               Purchasing a Policy


Applying for a Policy

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

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

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

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

Your policy will become effective after:

o         We accept your application.

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

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

Your Right to Cancel the Policy

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

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

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

This is your "period to examine and cancel."

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

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

Premiums

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

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

o    If it is less than $50.

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

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

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

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

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

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

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

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

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

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

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

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

o    A Grace Period of 61 days has begun.

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

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

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

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

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

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

o    Each allocation percentage must be a whole number; and

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

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

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

<PAGE>


                             The Investment Options

You may allocate your Policy Account Value to:

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

o    the Guaranteed Account.

Variable Investment Options

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

AIM Variable Insurance Funds, Inc.

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

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

Alliance Variable Products Series Fund, Inc.

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

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

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

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

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

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

Dreyfus Variable Investment Fund

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

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

Fidelity Variable Insruance Products Fund (VIP)

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

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

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

Fidelity Variable Insurance Products Fund II (VIP II)

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

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

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

Van Eck Worldwide Insurance Trust

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

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



<PAGE>


Guaranteed Investment Option

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

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

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

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

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

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


                       Investing Your Policy Account Value


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

o         The returns earned by the Subaccounts you select.

o         Interest credited on amounts allocated to the Guaranteed Account.

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

Determining the Policy Account Value

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

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

o         Your Policy Account Value held in the subaccounts; and

o         Your Policy Account Value held in Guaranteed Account.

Your Policy Account Value will reflect:

o         the premiums you pay;

o         the returns earned by the subaccounts you select;

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

o         any loans or partial surrenders; and

o         the policy expenses we deduct.

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

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

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

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

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

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

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

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

o    any amounts transferred to the Guaranteed Account, plus

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

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

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

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

o    the amount of the Loan Account.

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

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

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

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

o    the Cash Surrender Value, less

o    the outstanding loan on that date.

Transfers


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

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

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

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

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

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

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

Dollar Cost Averaging

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

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

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

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

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

We will begin to process your automatic transfers:

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

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

We will stop processing automatic transfers if:

o    The funds in the Money Market Subaccount are depleted;

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

o    We receive notification of death of the Insured; or

o    Your policy goes into the Grace Period.

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


                                  Death Benefit

Death Benefit

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

o    satisfactory proof of the Insured's death; and

o    the policy.

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

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

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

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

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

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

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

Death Benefit Options

You may select from two death benefit options.

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

     (1)  the Face Amount; or

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

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

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

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

Changes in Death Benefit Options

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

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

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

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

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

Changes in Face Amount

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

Increases in Face Amount.  Any request for an increase:

     o    Must be for at least $10,000.

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

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

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

Decreases in Face Amount.  Any request for a decrease:

     o    Must be at least $5,000.

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

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

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

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

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


                     Cash Benefits During the Insured's Life

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

Policy Loans

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

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

     o    90% of Your Net Cash Surrender Value, less

     o    Any outstanding loans

     o    Minimum Loan Amount -- $500

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

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

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

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

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

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

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

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

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

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

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

     o    accrued interest not yet due.

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

Partial Surrenders

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

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

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

o         Minimum Partial Surrender Amount -- $500

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

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

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

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

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

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

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

3. The initial Face Amount will then be decreased.

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

Partial surrenders from your policy may have tax consequences.

Surrendering the Policy for Net Cash Surrender Value.

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


                          Payment Options for Benefits


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


                             Expenses of the Policy

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

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

     o    upon certain transactions.

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

Deduction From Premium

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

Monthly Deductions From Policy Account Value

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

     o    The administration of your policy.

     o    The acquisition and underwriting costs of your policy.

     o    The cost of insurance for your policy.

     o    The cost of any supplemental benefits or riders.

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

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

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

                                                        Current      Guaranteed
Monthly Expense Charge Per Policy                       Charge        Charge

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

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

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

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

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

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

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

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

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

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

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

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

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

Deduction From Subaccount Assets

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

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

Deductions Upon Policy Transactions

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

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

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

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

      Policy
      Year                  Factor

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

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

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

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

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

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

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

Discount Purchase Programs

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


                        Supplemental Benefits and Riders


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

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


                             Other Policy Provisions


Right to Exchange or Convert

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

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

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

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

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

Limits on our Rights to Contest the Policy

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

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

Changes in the Policy or Benefits

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

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

When Proceeds Are Paid

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

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

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

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

Reports to Owners

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

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

     o    any change of allocation of premiums;

     o    any transfer among subaccounts;

     o    any loan, interest repayment, or loan repayment;

     o    any partial surrender;

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

     o    any exercise of your right to cancel;

     o    an exchange of the policy;

     o    full surrender of the policy; or

     o    payment of the death benefit under the policy.

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

Assignment

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

Reinstatement

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

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

     2.   Provide evidence of insurability satisfactory to us;

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

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

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

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


                             Performance Information


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

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

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

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

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



                        Federal Income Tax Considerations

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

Tax Status of the Policy

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

The Company

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

Diversification and Investor Control

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

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

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

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

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

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

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

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

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

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

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

Tax Treatment of the Policy

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

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

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

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

Tax Treatment of Policy Benefits In General

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

Pre-Death Distribution

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

Policies Not Classified as Modified Endowment Contracts

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

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

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

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

 Modified Endowment Contracts

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

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

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

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

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

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

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

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

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

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

Possible Charge for the Company's Taxes

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


                           Distribution of the Policy


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

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

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

Other Policies Issued by the Company

We may offer other policies similar to those offered herein.


                            About Us and the Accounts


American  International  Life  Assurance  Company of New York

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


The Separate Account

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

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

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

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

o    Change, add or delete designated investment options.

o    Add or remove subaccounts.

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

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

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

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

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

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

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

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

o    You may then change your premium allocation percentages

Voting Rights

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

The Guaranteed Account

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

We have not registered:

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

o    the Guaranteed Account as an investment company.

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





                      Our Directors and Executive Officers


The directors and principal  officers of the Company are listed below with their
current principal  business  affiliation and their principal  occupations during
the past five (5) years.  All  officers  have been  affiliated  with the Company
during the past five (5) years unless otherwise indicated.
<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 Delaware  governing  insurance  companies  and to
regulation by the Delaware Insurance Department.  We file an annual statement in
a prescribed form with the Insurance Department each year covering our operation
for the  preceding  year and our  final  condition  as of the end of such  year.
Regulation  by  the  Insurance  Department  includes  periodic  examinations  to
determine our policy  liabilities and reserves so that the Insurance  Department
may certify the items are correct.  Our books and accounts are subject to review
by  the  Insurance  Department  at  all  times  and a  full  examination  of its
operations is conducted  periodically  by the staff of the Insurance  Department
pursuant to the National Association of Insurance Commissioners. Such regulation
does not, however, involve any supervision of management or investment practices
or policies.  In addition, we are subject to regulation under the insurance laws
of other jurisdictions in which we may operate.

Legal Proceedings

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

Experts

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

Legal Matters

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

Published Ratings

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

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


                              Financial Statements
<PAGE>
                           Report of Independent Accountants

To the Stockholders and Board of Directors
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               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

Minimum Premiums

The  following  table shows for Insureds of varying  ages,  the current  minimum
initial Premium for a Policy with the Face Amount indicated.  This table assumes
that the insured  will be placed in a nonsmoker  class and that no  supplemental
benefits will be added to the base policy.
<TABLE>

Issue               Policy          Minimum           Minimum  Planned Periodic Premium
Age of    Sex of    Face            Initial              By Premium Payment Mode
Insured   Insured   Amount          Premium    Annual         Semiannual        Quarterly        Monthly

<S>                 <C>              <C>        <C>             <C>              <C>             <C>
  25       Male     $75,000          $102.08    $612.50         $306.25          $153.13           $51.04
  30      Female    $100,000         $107.33    $644.00         $322.00          $161.00           $53.67
  35        Male    $250,000         $175.42    $1,052.50       $526.25          $263.13           $87.71
  40      Female    $300,000         $227.83    $1,367.00       $683.50          $341.75           $113.92
  45        Male    $500,000         $476.67    $2,860.00       $1,430.00        $715.00           $238.33
  50      Female    $350,000         $427.50    $2,565.00       $1,282.50        $641.25           $213.75
  55        Male    $300,000         $686.33    $4,118.00       $2,059.00        $1,029.50         $343.17
  60      Female    $250,000         $620.83    $3,725.00       $1,862.50        $931.25           $310.42
  65        Male    $200,000         $1,185.67 $7,114.00        $3,557.00        $1,778.50         $592.83
  70      Female    $100,000         $670.50    $4,023.00       $2,011.50        $1,005.75         $335.25
  75        Male    $75,000          $1,210.71 $7,264.25        $3,632.13        $1,816.06         $605.35

</TABLE>


                                       A-1


<PAGE>

                                   APPENDIX B

Surrender Charge Premium

The  surrender  charge  premium is an amount used to determine  the sales charge
deducted on surrender of the policy.  The surrender charge premium is calculated
for each Policy based on the issue age,  sex,  and smoker  status of the Insured
and the Face Amount of the Policy.

The  following  table shows for Insureds of varying ages,  the surrender  charge
premium for a policy with the Face Amount indicated. This table assumes that the
Insured will be placed in a nonsmoker class.

   Issue                            Policy                    Surrender
   Age of         Sex of            Face                      Charge
   Insured        Insured           Amount                    Premium

     25           Male              $75,000                   $483.75
     30           Female            $100,000                  $690.00
     35           Male              $250,000                  $2,562.50
     40           Female            $300,000                  $3,327.00
     45           Male              $500,000                  $8,530.00
     50           Female            $350,000                  $6,373.50
     55           Male              $300,000                  $8,880.00
     60           Female            $250,000                  $7,800.00
     65           Male              $200,000                  $10,762.00
     70           Female            $100,000                  $5,781.00
     75           Male              $75,000                   $7,689.75




                                       B-1


<PAGE>



                                   APPENDIX C

                          AVERAGE ANNUAL TOTAL RETURNS

                             As of December 31, 1999
<TABLE>

  Portfolio                    Inception Date       YTD        1 Year     3 Years      5 Years      10 Years      Since
                                                                         Annualized   Annualized   Annualized   Inception
                                                                                                                Annualized

  AIM
<S>                              <C>   <C>         <C>         <C>         <C>          <C>                       <C>
    Capital Appreciation         05/05/1993        43.32%      43.32%      24.04%       24.43%        N/A          21.11%
    International Equity         05/07/1993        53.66%      53.66%      23.11%       20.75%        N/A          17.63%

  ALLIANCE

    Global Bond                  07/15/1991        -6.96%      -6.96%      -1.79%       2.16%         N/A           0.68%
    Growth                       09/15/1994        33.27%      33.27%      29.88%       30.14%        N/A          29.47%
    Growth & Income              01/14/1991        10.37%      10.37%      19.06%       22.78%        N/A          14.44%
    Premier Growth               06/26/1992        31.13%      31.13%      35.43%       25.34%        N/A          19.25%
    Quasar                       08/14/1996        16.03%      16.03%       8.88%        N/A          N/A           9.73%
    Technology                   01/11/1996        74.14%      74.14%      43.95%        N/A          N/A          34.69%

  DREYFUS

    Stock Index                  09/29/1989        19.52%      19.52%      26.02%       26.42%      16.41%         16.19%
    Zero Coupon 2000             08/31/1990        1.81%        1.81%       4.73%       6.22%         N/A           7.76%
    Small Company Stock          04/30/1996        9.61%        9.61%       7.22%        N/A          N/A           8.13%

  FIDELITY

    Asset Manager                09/06/1989        10.10%      10.10%      14.50%       14.58%      12.12%         11.79%
    Contrafund                   01/03/1995        23.14%      23.14%      23.28%       25.27%        N/A          25.27%
    Growth                       10/09/1986        36.21%      36.21%      32.08%       28.54%      18.84%         17.70%
    Investment Grade Bond        12/05/1988        -1.94%      -1.94%       4.57%       6.33%        6.22%          6.50%
    High Income                  09/19/1985        7.19%        7.19%       5.82%       9.84%       11.39%          9.88%
    Money Market                 04/01/1982        4.23%        4.23%       4.43%       4.43%        4.29%          5.73%

  VAN ECK

    Emerging Markets             12/27/1995        98.49%      98.49%       4.22%        N/A          N/A           8.95%
    Worldwide Hard Assets        09/01/1989        19.92%      19.92%      -7.19%       0.39%        2.04%          2.77%

</TABLE>

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

The performance  information  reflects the total of the income  generated by the
portfolio net of the total portfolio  operating expenses (i.e.,  management fees
and other expenses),  plus capital gains and losses,  realized or unrealized and
the Policy's  mortality and expense risk charge,  except for this latter charge,
the performance  results do not reflect charges  deducted from premium,  Account
Value,  or Variable  Account assets (for example,  monthly  deductions,  cost of
insurance,  surrender  charge,  sales  load,  DAC taxes,  and any state or local
premium taxes).  If these charges were included,  the total return figures would
be lower.


<PAGE>



                                  [Back cover]


The  Securities  and  Exchange   Commission   maintains  an  Internet  Web  site
(http://www.sec.gov.)   That  contains  additional  information  about  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.



<PAGE>



                           Part II - Other Information

                           UNDERTAKING TO FILE REPORTS

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

                                 REPRESENTATION

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

                                 INDEMNIFICATION

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

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

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

<PAGE>

                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

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

     Written consents of the following persons:

         Kenneth D. Walma
         Jorden Burt Cicchetti Berenson & Johnson LLP
         Michael Burns
         PricewaterhouseCoopers, LLP
         Powers of Attorney

The following exhibits:

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

     (1)  Certificate  of Resolution for American  International  Life Assurance
          Company of New York, dated June 5, 1986,  authorizing the issuance and
          sale of variable life contracts.*

     (2)  N/A

     (3)  Principal  Underwriter's Agreement between American International Life
          Assurance  Company  of  New  York  and  American   International  Fund
          Distributors, dated August 15, 1989.*

     (4)  N/A

     (5)  (a) Form of Flexible Premium Variable  Universal Life Insurance Policy
          (2VUL1294NY)*

          (b)  Form of Group Variable Universal Life Policy (2VUL1294NY-G)*

          (c)  Form  of   Certificate   of   Group   Variable   Universal   Life
               (2VUL1294NY-C)*

          (d)  Form  of  Group   Flexible   Variable   Life   Insurance   Policy
               (21GVULD997)**

          (e)  Form of  Certificate of Group  Flexible  Variable  Universal Life
               (26GVULD997)**

     (6)  (a) By-Laws of American  International  Life Assurance  Company of New
          York, (as amended on 3/25/75);*

          (b)  Charter of American  International  Life Assurance Company of New
               York, dated March 5, 1962;*

          (c)  Certificate of Amendment of the Certificate of  Incorporation  of
               American  International Life Assurance Company of New York, dated
               February 4, 1972;*

          (d)  Certificate of Amendment of the Certificate of  Incorporation  of
               American  International Life Assurance Company of New York, dated
               January 18, 1985;*

          (e)  Certificate of Amendment of the Certificate of  Incorporation  of
               American  International Life Assurance Company of New York, dated
               June 1, 1987;*

          (f)  Certificate of Amendment of the Certificate of  Incorporation  of
               American  International Life Assurance Company of New York, dated
               March 22, 1989;*

          (g)  Certificate of Amendment of the Certificate of  Incorporation  of
               American  International Life Assurance Company of New York, dated
               June 27, 1991*

     (7)  N/A.

     (8)  (a) Powers of Attorney***

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

          (c)  Power of Attorney  of Michele L.  Abruzzo****

          (d)  Power of Attorney of Robinson K. Nottingham****

          (e)  Power of Attorney of Edmund  Sze-Wing  Tse****

          (f)  Power of Attorney  of  Elizabeth  M. Tuck****

          (g)  Power of Attorney of John Oehmke****
     (9)  N/A.

     (10) (a) Form of Life Insurance Application (24APP0396NY)*

          (b)  Form of Supplemental Application (2VULSUP1294NY)*

          (c)  Form of Group Life Insurance Application (24GVAPP997)**

          (d)  Form of Supplemental Application (24GVSUP997)**

     (11) Code of Ethics

           N/A

2.   Opinion  and  Consent  of  Counsel  as  to  legality  of  securities  being
     registered (filed electronically herewith).

3.   Consent of Actuary (filed electronically herewith).

4.   N/A.

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

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

7.   Memorandum Regarding Administrative Procedures*

*    Incorporated by reference to Registrant's  Post-Effective  Amendment, No. 4
     filed on Form S-6 (File No. 33-90686), dated October 27, 1998.

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

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

**** Incorporated by reference to Registrant's  Post-Effective  Amendment, No 12
     filed on Form N-4 (File No. 33-39170), dated April 28, 2000.


<PAGE>

                                   SIGNATURES

     As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant  certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement and has caused this
Registration  Statement to be signed on its behalf,  in the City of  Wilmington,
and State of Delaware on this 1st day of May, 2000.

                                            VARIABLE ACCOUNT B
                                            -------------------------------
                                                     (Registrant)

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

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




<PAGE>



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

Signature                           Title                        Date

Michele L. Abruzzo*                 Director                    May 1, 2000
- ------------------
/s/ Michele L. Abruzzo

Paul S. Bell*                       Director                    May 1, 2000
- ------------------
/s/ Paul Bell

Marion E. Fajen*                    Director                    May 1, 2000
- ------------------
/s/ Marion E. Fajen

Patrick J. Foley*                   Director                    May 1, 2000
- ------------------
/s/ Patrick J. Foley

Cecil C. Gamwell, III*              Director                    May 1, 2000
- ------------------
/s/ Cecil C. Gamwell, III

Maurice R. Greenberg*               Director                    May 1, 2000
- ------------------
/s/ Maurice R. Greenberg

Jack R. Harnes*                     Director                    May 1, 2000
- ------------------
/s/ Jack R. Harnes

John I. Howell*                     Director                    May 1, 2000
- ------------------
/s/ John I. Howell

Jerome T. Muldowney*                Director                    May 1, 2000
- ------------------
/s/ Jerome T. Muldowney

Robinson K. Nottingham*             Director                    May 1, 2000
- ------------------
/s/ Robinson K. Nottingham

John Oehmke*                        Chief Financial             May 1, 2000
__________________                  Officer
/s/ John Oehmke

Nicholas A. O'Kulich*               Director                    May 1, 2000
- ------------------
/s/ Nicholas A. O'Kulich

Edmund Sze-Wing Tse*                Director                    May 1, 2000
- ------------------
/s/ Edmund Sze-Wing Tse

Elizabeth M. Tuck*                  Secretary                   May 1, 2000
- ------------------
/s/ Elizabeth M. Tuck

Gerald Walter Wyndorf*              Director                    May 1, 2000
- ------------------
/s/ Gerald Walter Wyndorf

By: /s/ Kenneth D. Walma

       Kenneth D. Walma
       Attorney in Fact


<PAGE>




                                INDEX TO EXHIBITS



EXHIBIT

2.   Opinion of Counsel

3.   Consent of Actuary

5.   Consent of Independent Accountants

6.   Consent of JordenBurt




                               OPINION OF COUNSEL

Ladies and Gentlemen:

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

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

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

         3. All of the prescribed  corporate  procedures for the issuance of the
Flexible  Premium  Variable  Universal  Life Policies (the  "Policy")  have been
followed, and when such Contracts are issued in accordance with the Prospectuses
contained in the Registration Statement, all state requirements relating to such
Contracts will have been complied with.

         4. Upon the acceptance of premiums made by Contract  Owners pursuant to
a  Contract  issued  in  accordance  with  the  Prospectuses  contained  in  the
Registration  Statement and upon  compliance  with applicable law, such Contract
Owner will have a  legally-issued,  fully-paid,  nonassessable  interest in such
Contract.

This opinion,  or a copy thereof,  may be used as an exhibit to or in connection
with  the  filing  with  the  Securities  and  Exchange  Commission  of the Post
Effective  Amendment No. 7 to the Registration  Statement on Form S-6 (33-90686)
for the Contracts to be issued by American  International Life Assurance Company
of New York and its separate account, Variable Account B.

                                            /s/ Kenneth D. Walma

                                            -----------------------
                                            Kenneth D. Walma
                                            Vice President and General Counsel

Dated:  May 1, 2000


                         OPINION AND CONSENT OF ACTUARY


     On behalf of AIG Life Insurance  Company, I hereby consent to the inclusion
of the Tables  entitled  "Minimum  Premium" and "Surrender  Charge Premium" in a
Registration  Statement on Form S-6 (No.  33-90686)  registering  Variable  Life
Insurance Policies.

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

May 1, 2000

                                    Exhibit D

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the following with respect of Post-effective  Amendment No.
7 to the Registration  Statement (No. 33-90686) on Form S-6 under the Securities
Act of 1933 of  Variable  Account B of  American  International  Life  Assurance
Company of New York.

     1.   The  inclusion  in the  Prospectus  of Variable  Account B of American
          International  Life Assurance  Company of New York of our report dated
          February 3, 2000 relating to our audits of the financial statements of
          American International Life Assurance Company of New York.

     2.   The  inclusion  in the  Prospectus  of Variable  Account B of American
          International  Life Assurance  Company of New York of our report dated
          February 3, 2000 relating to our audit of the financial  statements of
          Variable Account B.

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






April 21, 2000

PricewaterhouseCoopers, LLP





                             [JordenBurt Letterhead]


                                   May 1, 2000

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

Ladies and Gentlemen:

     We hereby  consent to the  reference  to our name under the caption  "Legal
Counsel" in the Statement of Additional  Information contained in Post-Effective
Amendment No. 7 to the  Registration  Statement on Form S-6 (File No.  33-90686)
filed by American  International  Life Assurance  Company and Variable Account B
with the Securities and Exchange Commission under the Securities Act of 1933 and
the Investment Company Act of 1940 on or about May 1, 2000.

Very truly yours,

/s/Jorden Burt Boros Cicchetti Berenson & Johnson

Jorden Burt Boros Cicchetti Berenson & Johnson







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