GENERAL AMERICAN CAPITAL CO, 485APOS, 1996-11-01

GENERAL AMERICAN CAPITAL CO
485APOS, 1996-11-01

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<PAGE> 1

File No. 33-10145

As filed with the Securities and Exchange Commission
on November 1, 1996

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

Post-Effective Amendment No. 12 [ X ]

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 [ ]

Amendment No. 12 [ X ]

(Check appropriate box or boxes.)

GENERAL AMERICAN CAPITAL COMPANY
(Exact Name of Registrant as Specified in Charter)
700 Market Street
St. Louis, MO 63101
(Address of Principal Executive Offices)

Registrant's Telephone Number,
including Area Code: (314) 444-0647

Matthew P. McCauley
General American Life Insurance Company
700 Market Street
St. Louis, MO 63101
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:
January 1, 1997

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

[ ] immediately upon filing pursuant to paragraph (b)
[ ] on () pursuant to paragraph (b)
[ X ] 60 days after filing pursuant to paragraph (a)(1)

<PAGE> 2

[ ] on ( ) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on ( ) pursuant to paragraph (a)(2) of Rule 485.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant
has registered an indefinite number of shares of capital stock under the
Securities Act of 1933. The Registrant filed the Rule 24f-2 Notice for the
fiscal year ended December 31, 1995 on February 23, 1996.

Please send copies of all correspondence to:

Stephen R. Roth, Esquire
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, N.W.
Washington, DC 20004-2404

<PAGE> 3

GENERAL AMERICAN CAPITAL COMPANY
Registration Statement on Form N-1A
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION

PART A INFORMATION REQUIRED IN A PROSPECTUS
<C> <S> <C>
Item 1 Cover Page . . . . . . . . . . . . . . .Cover Page
Item 2 Synopsis . . . . . . . . . . . . . . . .Table of Fees
and Expenses
Item 3 Condensed Financial Information. . . . .Condensed
Financial
Information
Item 4 General Description of Registrant. . . .Investment
Funds;
Investment
Objectives and
Policies
Item 5 Management of the Fund . . . . . . . . .Management of
the Company
Item 6 Capital Stock and Other Securities . . .Capital Stock
Item 7 Purchase of Securities Being Offered . .Offering and
Redemption of
Shares
Item 8 Redemption or Repurchase . . . . . . . .Offering and
Redemption of
Shares
Item 9 Pending Legal Proceedings. . . . . . . .Pending Legal
Proceedings
<CAPTION>
PART B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL
INFORMATION
<C> <S> <S>
Item 10 Cover Page . . . . . . . . . . . . . . .Cover Page
Item 11 Table of Contents. . . . . . . . . . . .Table of
Contents
Item 12 General Information and History. . . . .Business
History
Item 13 Investment Objectives and Policies . . .Investment

Restrictions:
Description of
Certain
Investments

i
<PAGE> 4

Item 14 Management of the Fund . . . . . . . . .Investment
Advisory and
Other Services;
Management of
the Company

Item 15 Control Persons and Principal
Holders of Securities. . . . . . . . . .Capital Stock;
Fund Ownership;
Persons
Controlled by
or Under
Common
Control with
Registrant

Item 16 Investment Advisory and Other
Services . . . . . . . . . . . . . . . .Investment
Advisory and
Other Services
Item 17 Brokerage Allocation . . . . . . . . . .Portfolio
Transactions
and Brokerage
Allocations
Item 18 Capital Stock and Other Securities . . .Capital Stock
Item 19 Purchase, Redemption, and Pricing
of Securities Being Offered. . . . . . .Offering and
Redemption of
Shares;
Determination
of Net Asset
Value
Item 20 Tax Status . . . . . . . . . . . . . . .Taxes
Item 21 Underwriters . . . . . . . . . . . . . .Offering and
Redemption of
Shares
Item 22 Calculation of Performance Data. . . . .Money Market
Yield
Information
Item 23 Financial Statements . . . . . . . . . .Not Applicable
</TABLE>

ii
<PAGE> 5

PART C OTHER INFORMATION

An index to Part C is set forth on page C-1 of this Registration
Statement.

iii
<PAGE> 6

GENERAL AMERICAN CAPITAL COMPANY

Prospectus Version A

<PAGE> 7

GENERAL AMERICAN CAPITAL COMPANY
700 MARKET STREET, ST. LOUIS, MO 63101
(314) 231-1700

General American Capital Company ("Capital Company") is an
open-end diversified management investment company which was
incorporated in Maryland on November 15, 1985, and commenced
operations on October 1, 1987. Capital Company offers variable
universal life purchasers seven separate Funds which operate as
distinct investment vehicles. The names and investment objectives
of the Funds are as follows:

S&P 500 INDEX FUND (formerly known as the Equity Index
Fund): The investment objective of this Fund is to provide
investment results that parallel the price and yield
performance of publicly traded common stocks in the aggregate.
The Fund uses the Standard & Poor's 500 Stock Index<F*> as its
standard for performance comparison. The Fund attempts to
duplicate the performance of the Index and includes dividend
income as the other component of the Fund's total return.

MONEY MARKET FUND: The investment objective of this Fund
is the highest level of current income which is consistent
with the preservation of capital and maintenance of liquidity.
This fund invests primarily in high-quality, short-term money
market instruments. AN INVESTMENT IN THE MONEY MARKET FUND IS
NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT.

BOND INDEX FUND: The investment objective of this Fund is
to provide a rate of return that reflects the performance of
the publicly-traded bond market as a whole. The Fund uses the
Lehman Brothers Government/Corporate Bond Index as its
standard for performance comparison.

MANAGED EQUITY FUND: The investment objective of this
Fund is long-term growth of capital, obtained by investing
primarily in common stocks. Securing moderate current income
is a secondary objective.

ASSET ALLOCATION FUND: The investment objective of this
Fund is a high rate of long-term total return composed of
capital growth and income payments. Preservation of capital is
the secondary objective and chief limit on investment risk.
The Fund will invest only in those types of securities that
the other Funds may invest in. The Asset Allocation Fund
invests in a combination of common stocks, bonds, or money
market instruments, in accordance with guidelines established
from time to time by Capital Company's Board of Directors.

INTERNATIONAL INDEX FUND (formerly known as the
International Equity Fund): The investment objective of this
Fund is to seek to obtain investment results that parallel the
price and yield performance of publicly-traded common stocks
in the Morgan Stanley Capital International Europe, Australia,
and Far East (EAFE) Index.

MID-CAP EQUITY FUND (formerly known as the Special Equity
Fund): The investment objective of the Mid-Cap Equity Fund is
to seek sustained growth of capital by investing primarily in
common stocks of United States-based publicly traded companies
with medium market capitalizations. "Medium market
capitalization companies" are those whose market
capitalization falls within the range of the S&P MidCap 400 at
the time of the Fund's investment.

1
<PAGE> 8

There can be no assurance that the investment objectives of
these Funds will be achieved.

This Prospectus sets forth basic information about Capital
Company and its Funds, and information that a prospective investor
ought to know before investing.

A Statement of Additional Information for Capital Company has
been filed with the Securities and Exchange Commission and is
incorporated herein by reference. This Statement is available upon
request and without charge from Capital Company at the address or
telephone number above. Other inquiries about Capital Company
should be directed to the company at the same address or telephone
number.

This Prospectus should be read and retained for future
reference.

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

The Date of this Prospectus is January 1, 1997.

The Date of the Statement of Additional Information is January 1, 1997.

[FN]
- - ---------------
<F*> "Standard & Poor's" and "Standard & Poor's 500" are
trademarks of the Standard & Poor's Corporation and have been
licensed for use by General American Capital Company. The S&P
500 Index Fund is not sponsored, sold, or promoted by Standard
& Poor's and Standard & Poor's makes no representation
regarding the advisability of investing in the Fund.

2
<PAGE> 9

<TABLE>
TABLE OF CONTENTS
<CAPTION>
PAGE
----
<S> <C>
Table of Fees and Expenses . . . . . . . . . . . . . . . . 4

Financial Highlights . . . . . . . . . . . . . . . . . . . 6

Investment Funds . . . . . . . . . . . . . . . . . . . . . 12

Investment Objectives And Policies . . . . . . . . . . . . 12

The S&P 500 Index Fund
Investment Objective. . . . . . . . . . . . . . . . . 13
Investment Policies . . . . . . . . . . . . . . . . . 13
Risk Factors. . . . . . . . . . . . . . . . . . . . . 13

The Money Market Fund
Investment Objective. . . . . . . . . . . . . . . . . 13
Investment Policies . . . . . . . . . . . . . . . . . 13
Risk Factors. . . . . . . . . . . . . . . . . . . . . 14

The Bond Index Fund
Investment Objective. . . . . . . . . . . . . . . . . 14
Investment Policies . . . . . . . . . . . . . . . . . 15
Risk Factors. . . . . . . . . . . . . . . . . . . . . 15

The Managed Equity Fund
Investment Objective. . . . . . . . . . . . . . . . . 15
Investment Policies . . . . . . . . . . . . . . . . . 15
Risk Factors. . . . . . . . . . . . . . . . . . . . . 16

The Asset Allocation Fund
Investment Objective. . . . . . . . . . . . . . . . . 16
Investment Policies . . . . . . . . . . . . . . . . . 16
Risk Factors. . . . . . . . . . . . . . . . . . . . . 16

The International Index Fund
Investment Objective. . . . . . . . . . . . . . . . . 16
Investment Policies . . . . . . . . . . . . . . . . . 16
Risk Factors. . . . . . . . . . . . . . . . . . . . . 16

The Mid-Cap Equity Fund
Investment Objective . . . . . . . . . . . . . . . . 17
Investment Policies. . . . . . . . . . . . . . . . . 17
Risk Factors . . . . . . . . . . . . . . . . . . . . 18

Investment Restrictions. . . . . . . . . . . . . . . . . . 18
Portfolio Turnover . . . . . . . . . . . . . . . . . . . . 18
Management of the Company. . . . . . . . . . . . . . . . . 18
Capital Stock. . . . . . . . . . . . . . . . . . . . . . . 20
Taxes and Dividends. . . . . . . . . . . . . . . . . . . . 20
Offering and Redemption of Shares. . . . . . . . . . . . . 21
Pending Legal Proceedings. . . . . . . . . . . . . . . . . 21
Contract Owner and Policyholder Inquiries . . . . . . . . 22
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . A-1
</TABLE>

3
<PAGE> 10
TABLE OF FEES AND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES

General American Capital Company makes no charge at the time of sale, when
dividends are reinvested, or upon a redemption or exchange, whether partial or
whole.

<TABLE>
ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
<CAPTION>
<S> <C>
Investment Advisory Fees
S&P 500 Index Fund. . . . . . . . . . . . . . . . .25 %
Money Market Fund . . . . . . . . . . . . . . . . .125%
Bond Index Fund . . . . . . . . . . . . . . . . . .25 %
Managed Equity Fund . . . . . . . . . . . . . . . .50 %<F*>
Asset Allocation Fund . . . . . . . . . . . . . . .50 %
International Index Fund. . . . . . . . . . . . . .50 %<F*>
Mid-Cap Equity Fund . . . . . . . . . . . . . . . .55 %<F*>

Administration Fees
S&P 500 Index Fund. . . . . . . . . . . . . . . . .05 %
Money Market Fund . . . . . . . . . . . . . . . . .08 %
Bond Index Fund . . . . . . . . . . . . . . . . . .05 %
Managed Equity Fund . . . . . . . . . . . . . . . .10 %
Asset Allocation Fund . . . . . . . . . . . . . . .10 %
International Index Fund. . . . . . . . . . . . . .30 %
Mid-Cap Equity Fund . . . . . . . . . . . . . . . .10 %

Total Fund Operating Expenses
S&P 500 Index Fund. . . . . . . . . . . . . . . . .30 %
Money Market Fund . . . . . . . . . . . . . . . . .205%
Bond Index Fund . . . . . . . . . . . . . . . . . .30 %
Managed Equity Fund . . . . . . . . . . . . . . . .60 %
Asset Allocation Fund . . . . . . . . . . . . . . .60 %
International Index Fund. . . . . . . . . . . . . .80 %
Mid-Cap Equity Fund . . . . . . . . . . . . . . . .65 %

<FN>
- - ----------------
<F*>Investment Advisory Fees applicable to the Managed Equity
Fund, the International Index Fund, and the Mid-Cap Equity Fund
decline ratably on the average daily net assets in excess of $10
million (see page 19). The investment advisory fee for the
International Index Fund has been restated to reflect a reduction
in the advisory fee effective January 1, 1997.
</TABLE>

Money enters the Funds through separate accounts (see page 12)
which may levy additional fees. The insurance or annuity contract
giving access to the separate account, together with a separate
account Prospectus if there is one, should be consulted for
information on such fees.

4
<PAGE> 11

EXAMPLE

You would pay the following cumulative expenses on a $1,000
investment, assuming: (1) a 5% annual return, and (2) redemption
at the end of each time period.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
S&P 500 Index Fund. . . . . . $ 3.08 $ 9.66 $16.89 $ 38.13
Money Market Fund . . . . . . $ 2.10 $ 6.61 $11.56 $ 26.17
Bond Index Fund . . . . . . . $ 3.08 $ 9.66 $16.89 $ 38.13
Managed Equity Fund . . . . . $ 6.15 $19.27 $33.57 $ 75.17
Asset Allocation Fund . . . . $ 6.15 $19.27 $33.57 $ 75.17
International Index Fund. . . $ 8.20 $25.64 $44.57 $ 99.28
Mid-Cap Equity Fund . . . . . $ 6.66 $20.87 $36.33 $ 81.24
</TABLE>

Because there is no redemption fee, you would pay the same amounts if you
did not redeem at the end of the time period specified.

This example should not be considered a representation of past or future
expenses. Actual expenses may differ from those in the example.

5
<PAGE> 12

<TABLE>
GENERAL AMERICAN CAPITAL COMPANY
FINANCIAL HIGHLIGHTS
<CAPTION>
S & P 500 INDEX FUND<F*>
--------------------------------------------------------------------------------------------------
Three
Six Year Year Year Year Year Year Year Year months
months ended ended ended ended ended ended ended ended ended
ended Decem- Decem- Decem- Decem- Decem- Decem- Decem- Decem- Decem-
June 30 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period<F1> $24.14 $17.64 $17.44 $15.88 $14.78 $11.35 $11.80 $9.09 $7.80 $10.00
-------- -------- -------- -------- -------- -------- ------- ------- ------- -------
Income from operations:
Net investment income 0.27 0.46 0.44 0.41 0.39 0.38 0.38 0.37 0.36 0.06
Net realized and unrealized gain
(loss) on investments 2.17 6.04 (0.24) 1.15 0.71 3.05 (0.83) 2.34 0.93 (2.26)
-------- -------- -------- -------- -------- -------- ------- ------- ------- -------
Net increase (decrease) in asset
value per share 2.44 6.50 0.20 1.56 1.10 3.43 (0.45) 2.71 1.29 (2.20)
-------- -------- -------- -------- -------- -------- ------- ------- ------- -------
Net asset value, end of period $26.58 $24.14 $17.64 $17.44 $15.88 $14.78 $11.35 $11.80 $9.09 $7.80
======== ======== ======== ======== ======== ======== ======= ======= ======= =======

Total return<F2> 10.10% 36.85% 1.15% 9.83% 7.45% 30.21% -3.82% 29.76% 16.65% -22.05%

Net assets, end of period
(in thousands) $295,016 $247,313 $169,303 $161,761 $123,458 $102,076 $72,665 $65,211 $28,917 $23,060
Ratio of expenses to average
net assets<F3> 0.30% 0.30% 0.30% 0.30% 0.30% 0.30% 0.30% 0.32% 0.30% 0.29%
Ratio of net investment income
to average net assets<F3> 2.07% 2.19% 2.50% 2.47% 2.67% 2.89% 3.35% 3.57% 4.15% 3.40%
Portfolio turnover rate 4.76% 4.75% 7.38% 2.56% 4.38% 3.92% 4.39% 20.56% 8.41% 2.63%

Average commission rate<F4> $0.03 $0.02 $0.02 $0.03 $0.03 $0.03 <F5> <F5> <F5> <F5>

<FN>
Notes:
<F1> Components are computed and accumulated on a daily basis.
<F2> Total return is not annualized for three months ended December 31, 1987. The total return information shown in this
table does not reflect expenses that apply to the separate accounts investing in the Fund or to the insurance or
variable annuity contracts. Inclusion of these charges would reduce the total return figures for all periods shown.
<F3> Computed on an annualized basis.
<F4> Computed only for accounts holding equity securities.
<F5> Information is not available.

<F*>This Fund formerly known as the Equity Index Fund.

The information in this table, except the June 30, 1996 information, has been audited by KPMG Peat Marwick LLP,
independent auditors. The independent auditors' report and additional information about the performance of the Fund
are contained in the General American Capital Company Annual Report dated December 31, 1995. The unaudited June 30,
1996 information and additional information about the performance of the Fund are contained in the General
American Capital Company Semi-Annual Report dated June 30, 1996. The annual report and semi-annual report are not
included with this prospectus but may be obtained without charge.
</TABLE>

6
<PAGE> 13
<TABLE>
GENERAL AMERICAN CAPITAL COMPANY
FINANCIAL HIGHLIGHTS
<CAPTION>
MONEY MARKET FUND
--------------------------------------------------------------------------------------------------
Three
Six Year Year Year Year Year Year Year Year months
months ended ended ended ended ended ended ended ended ended
ended Decem- Decem- Decem- Decem- Decem- Decem- Decem- Decem- Decem-
June 30 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period<F1> $16.34 $15.42 $14.80 $14.36 $13.85 $13.04 $12.03 $10.98 $10.18 $10.00
Income from operations:
Net investment income 0.44 0.92 0.62 0.44 0.51 0.81 1.01 1.05 0.80 0.18
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net asset value, end of period $16.78 $16.34 $15.42 $14.80 $14.36 $13.85 $13.04 $12.03 $10.98 $10.18
======= ======= ======= ======= ======= ======= ======= ======= ======= =======

Total return<F2> 2.67% 5.96% 4.21% 3.07% 3.71% 6.19% 8.43% 9.56% 7.76% 1.86%

Net assets, end of period (in
thousands) $75,588 $70,574 $93,339 $84,430 $84,880 $84,090 $85,901 $53,648 $52,323 $56,442
Ratio of expenses to average
net assets<F3> 0.20% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21%
Ratio of net investment income
to average net assets<F3> 5.26% 5.78% 4.17% 3.06% 3.68% 6.10% 8.17% 9.26% 7.46% 7.31%
Portfolio turnover rate <F4> <F4> <F4> <F4> <F4> <F4> <F4> <F4> <F4> <F4>

<FN>
Notes:
<F1> Components are computed and accumulated on a daily basis.
<F2> Total return is not annualized for three months ended December 31, 1987. The total return information shown in this
table does not reflect expenses that apply to the separate accounts investing in the Fund or to the insurance or
variable annuity contracts. Inclusion of these charges would reduce the total return figures for all periods shown.
<F3> Computed on an annualized basis.
<F4> A portfolio turnover rate is not calculated for securities on which the maturity or expiration dates at the time of
acquisition were one year or less.

7
<PAGE> 14

<TABLE>
GENERAL AMERICAN CAPITAL COMPANY
FINANCIAL HIGHLIGHTS
<CAPTION>
BOND INDEX FUND<F1>
-------------------------------------------------------------------------------------------------
Three
Six Year Year Year Year Year Year Year Year months
months ended ended ended ended ended ended ended ended ended
ended Decem- Decem- Decem- Decem- Decem- Decem- Decem- Decem- Decem-
June 30 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period<F2> $20.59 $17.30 $18.03 $16.33 $15.32 $13.44 $12.32 $11.17 $10.46 $10.00
------- ------- ------- ------- ------- ------- ------- ------ ------ ------
Income from operations:
Net investment income 0.63 1.25 1.06 1.07 1.09 1.08 1.03 0.98 0.90 0.22
Net realized and unrealized gain
(loss) on investments (1.01) 2.04 (1.79) 0.63 (0.08) 0.80 0.09 0.17 (0.19) 0.24
------- ------- ------- ------- ------- ------- ------- ------ ------ ------
Net increase (decrease) in
asset value per share (0.38) 3.29 (0.73) 1.70 1.01 1.88 1.12 1.15 0.71 0.46
------- ------- ------- ------- ------- ------- ------- ------ ------ ------
Net asset value, end of period $20.21 $20.59 $17.30 $18.03 $16.33 $15.32 $13.44 $12.32 $11.17 $10.46
======= ======= ======= ======= ======= ======= ======= ====== ====== ======

Total return<F3> -1.86% 19.02% -4.04% 10.39% 6.57% 14.00% 9.09% 10.32% 6.78% 4.60%

Net assets, end of period
(in thousands) $38,140 $39,316 $26,458 $47,636 $20,217 $14,438 $11,137 $9,545 $6,571 $7,179
Ratio of expenses to average
net assets<F4> 0.30% 0.30% 0.30% 0.30% 0.39% 0.42% 0.42% 0.43% 0.43% 0.43%
Ratio of net investment income
to average net assets<F4> 6.26% 6.43% 6.19% 6.11% 6.89% 7.63% 8.12% 8.24% 8.25% 9.11%
Portfolio turnover rate 14.31% 35.35% 46.42% 8.80% 43.50% 2.23% 18.88% 28.57% 71.30% 11.44%

<FN>
Notes:
<F1> Name and investment objective changed from Intermediate Bond Fund on October 1, 1992. The investment advisor
charges changed from .375 percent to .250 percent of the average daily value of the net assets on October 1, 1992. The
objective of the Bond Index Fund is to provide a rate of return that reflects the performance of the publicly traded
bond market as a whole.
<F2> Components are computed and accumulated on a daily basis.
<F3> Total return is not annualized for three months ended December 31, 1987. The total return information shown in this
table does not reflect expenses that apply to the separate accounts investing in the Fund or to the insurance
or variable annuity contracts. Inclusion of these charges would reduce the total return figures for all periods shown.
<F4> Computed on an annualized basis.

8
<PAGE> 15

<TABLE>
GENERAL AMERICAN CAPITAL COMPANY
FINANCIAL HIGHLIGHTS
<CAPTION>
MANAGED EQUITY FUND
-------------------------------------------------------------------------------------------------
Three
Six Year Year Year Year Year Year Year Year months
months ended ended ended ended ended ended ended ended ended
ended Decem- Decem- Decem- Decem- Decem- Decem- Decem- Decem- Decem-
June 30 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period<F1> $20.93 $15.69 $16.27 $14.95 $14.02 $11.10 $11.45 $8.73 $7.82 $10.00
------- ------- ------- ------- ------- ------- ------- ------- ------ ------
Income from operations:
Net investment income 0.33 0.58 0.43 0.32 0.35 0.38 0.38 0.26 0.28 0.06
Net realized and unrealized gain
(loss) on investments 1.62 4.66 (1.01) 1.00 0.58 2.54 (0.73) 2.46 0.63 (2.24)
------- ------- ------- ------- ------- ------- ------- ------- ------ ------
Net increase (decrease) in
asset value per share 1.95 5.24 (0.58) 1.32 0.93 2.92 (0.35) 2.72 0.91 (2.18)
------- ------- ------- ------- ------- ------- ------- ------- ------ ------
Net asset value, end of period $22.88 $20.93 $15.69 $16.27 $14.95 $14.02 $11.10 $11.45 $8.73 $7.82
======= ======= ======= ======= ======= ======= ======= ======= ====== ======

Total return<F2> 9.33% 33.37% -3.58% 8.87% 6.66% 26.23% -2.99% 31.07% 11.62% -21.76%

Net assets, end of period
(in thousands) $46,259 $40,902 $31,487 $32,885 $29,401 $22,006 $14,769 $11,785 $7,303 $78
Ratio of expenses to average
net assets<F3> 0.47% 0.48% 0.49% 0.50% 0.51% 0.53% 0.57% 0.60% 0.60% 0.60%
Ratio of net investment income
to average net assets<F3> 3.03% 3.14% 2.65% 2.07% 2.55% 2.99% 3.47% 2.62% 3.24% 2.81%
Portfolio turnover rate 11.44% 44.82% 103.93% 25.89% 9.34% 12.15% 28.38% 51.26% 15.54% 0.00%

Average commission rate<F4> $0.04 $0.04 $0.03 $0.04 $0.04 $0.07 <F5> <F5> <F5> <F5>

<FN>
Notes:
<F1> Components are computed and accumulated on a daily basis.
<F2> Total return is not annualized for three months ended December 31, 1987. The total return information shown in this
table does not reflect expenses that apply to the separate accounts investing in the Fund or to the insurance
or variable annuity contracts. Inclusion of these charges would reduce the total return figures for all periods shown.
<F3> Computed on an annualized basis.
<F4> Computed only for accounts holding equity securities.
<F5> Information is not available.

The information in this table, except the June 30, 1996 information, has been audited by KPMG Peat Marwick LLP,
independent auditors. The independent auditors' report and additional information about the performance of the Fund
are contained in the General American Capital Company Annual Report dated December 31, 1995. The unaudited June 30,
1996 information and additional information about the performance of the Fund are contained in the General American
Capital Company Semi-Annual Report dated June 30, 1996. The annual report and semi-annual report are not included with
this prospectus but may be obtained without charge.
</TABLE>

9
<PAGE> 16
<TABLE>
GENERAL AMERICAN CAPITAL COMPANY
FINANCIAL HIGHLIGHTS
<CAPTION>
ASSET ALLOCATION FUND
-------------------------------------------------------------------------------------------------
Six Three
Six Year Year Year Year Year Year Year Year months
months ended ended ended ended ended ended ended ended ended
ended Decem- Decem- Decem- Decem- Decem- Decem- Decem- Decem- Decem-
June 30 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period<F1> $23.20 $18.00 $18.74 $17.11 $16.04 $13.39 $13.07 $10.90 $10.05 $10.00
------- ------- ------- ------- ------- ------- ------- ------ ------ ------
Income from operations:
Net investment income 0.45 0.82 0.68 0.60 0.62 0.65 0.69 0.60 0.57 0.14
Net realized and unrealized gain
(loss) on investments 1.13 4.38 (1.42) 1.03 0.45 2.00 (0.37) 1.57 0.28 (0.09)
------- ------- ------- ------- ------- ------- ------- ------ ------ ------
Net increase (decrease) in
asset value per share 1.58 5.20 (0.74) 1.63 1.07 2.65 0.32 2.17 0.85 0.05
------- ------- ------- ------- ------- ------- ------- ------ ------ ------
Net asset value, end of period $24.78 $23.20 $18.00 $18.74 $17.11 $16.04 $13.39 $13.07 $10.90 $10.05
======= ======= ======= ======= ======= ======= ======= ====== ====== ======

Total return<F2> 6.82% 28.88% -3.95% 9.55% 6.66% 19.81% 2.47% 19.91% 8.44% 0.47%

Net assets, end of period
(in thousands) $79,334 $73,387 $59,975 $65,070 $53,369 $21,149 $12,545 $5,244 $1,440 $402
Ratio of expenses to average
net assets<F3> 0.60% 0.60% 0.60% 0.60% 0.60% 0.60% 0.60% 0.60% 0.60% 0.60%
Ratio of net investment income
to average net assets<F3> 3.71% 3.92% 3.70% 3.33% 3.80% 4.37% 5.41% 4.82% 5.04% 5.56%
Portfolio turnover rate 12.67% 33.74% 75.24% 27.59% 12.14% 5.14% 15.46% 28.06% 13.52% 0.00%

Average commission rate<F4> $0.04 $0.03 $0.03 $0.04 $0.06 $0.07 <F5> <F5> <F5> <F5>

The information in this table, except the June 30, 1996 information, has been audited by KPMG Peat Marwick LLP,
independent auditors. The independent auditors' report and additional information about the performance of the Fund
are contained in the General American Capital Company Annual Report dated December 31, 1995. The unaudited June 30,
1996 information and additional information about the performance of the Fund are contained in the General American
Capital Company Semi-Annual Report dated June 30, 1996. The annual report and semi-annual report are not included with
this prospectus but may be obtained without charge.
</TABLE>

10
<PAGE> 17

<TABLE>
GENERAL AMERICAN CAPITAL COMPANY
FINANCIAL HIGHLIGHTS

<CAPTION>
INTERNATIONAL INDEX FUND<F5> MID-CAP EQUITY FUND<F6>
--------------------------------------------- ---------------------------------------------
February 16 Six February 16
Six Year Year (inception) Six Year Year (inception)
months ended ended to months ended ended to
ended Decem- Decem- Decem- ended Decem- Decem- Decem-
June 30<F**> ber 31 ber 31 ber 31 June 30<F**> ber 31 ber 31 ber 31
------ ------ ------ ------ ------ ------ ------ ------
1996 1995 1994 1993 1996 1995 1994 1993
------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period<F1> $15.11 $13.94 $13.10 $10.00 $13.74 $11.35 $11.44 $10.00
------ ------ ------ ------ ------ ------ ------- ------
Income from operations:
Net investment income 0.11 0.25 0.13 0.14 0.05 0.05 0.10 0.06
Net realized and unrealized
gain (loss) on investments 0.75<F*> 0.92<F*> 0.71<F*> 2.96<F*> 1.21 2.34 (0.19) 1.38
------ ------ ------ ------ ------ ------ ------- ------
Net increase (decrease) in asset
value per share 0.86 1.17 0.84 3.10 1.26 2.39 (0.09) 1.44
------ ------ ------ ------ ------ ------ ------- ------
Net asset value, end of period $15.97 $15.11 $13.94 $13.10 $15.00 $13.74 $11.35 $11.44
====== ====== ====== ====== ====== ====== ======= ======

Total return<F2> 5.73% 8.35% 6.42% 31.03% 9.11% 21.09% -0.83% 14.44%

Net assets, end of period
(in thousands) $6,370 $5,460 $4,242 $3,295 $3,425 $4,260 $3,279 $1,998
Ratio of expenses to average
net assets<F3> 0.99% 1.00% 1.00% 1.00% 0.66% 0.65% 0.65% 0.64%
Ratio of net investment income to
average net assets<F3> 1.75% 1.79% 0.98% 1.38% 0.97% 0.75% 0.85% 0.64%
Portfolio turnover rate 17.38% 113.91% 46.19% 26.97% 26.12% 28.48% 29.48% 22.64%

Average commission rate<F4> $0.02 $0.02 $0.03 $0.03 $0.03 $0.02 $0.02 $0.01

<FN>
Notes:
<F1> Components are computed and accumulated on a daily basis.
<F2> Total return is not annualized for eleven months ended December 31, 1993. The total return information shown in
this table does not reflect expenses that apply to the separate accounts investing in the Fund or to the insurance
or variable annuity contracts. Inclusion of these charges would reduce the total return figures for all periods shown.
<F3> Computed on an annualized basis.
<F4> Computed only for accounts holding equity securities.
<F5> Formerly known as the "International Equity Fund"
<F6> Formerly known as the "Special Equity Fund"

<F*>Also includes net realized and unrealized gain (loss) on foreign currency conversions.

The information in this table, except the June 30, 1996 information, has been audited by KPMG Peat Marwick LLP,
independent auditors. The independent auditors' report and additional information about the performance of the Fund
are contained in the General American Capital Company Annual Report dated December 31, 1995. The unaudited June 30,
1996 information and additional information about the performance of the Fund are contained in the General American
Capital Company Semi-Annual Report dated June 30, 1996. The annual report and semi-annual report are not included with
this prospectus but may be obtained without charge.
</TABLE>

11
<PAGE> 18

INVESTMENT FUNDS

General American Capital Company ("Capital Company") offers
seven investment funds. These are: the S&P 500 Index Fund, the
Money Market Fund, the Bond Index Fund, the Managed Equity Fund,
the Asset Allocation Fund, the International Index Fund (formerly
known as the "International Equity Fund"), and the Mid-Cap Equity
Fund (formerly known as the "Special Equity Fund") (collectively
called "the Funds"). Capital Company may add or delete Funds.

Shares of the Funds are offered to separate accounts
established by General American Life Insurance Company ("General
American"), a mutual insurance company incorporated in Missouri,
and its subsidiaries, as well as to separate accounts of non-
affiliated insurance companies, pursuant to the insurance laws of
Missouri. Most of these separate accounts accept funds only from
employee benefit plans. Some of the separate accounts are not
registered with the Securities and Exchange Commission ("SEC")
because they are not offered to the public at large and will not
have more than 100 owners. General American Separate Accounts Two
and Eleven, however, are registered with the SEC as unit investment
trusts having Prospectuses of their own.

General American has created General American Separate Account
Two for funding variable annuity contracts and Separate Account
Eleven for funding variable life insurance policies. The owners of
such contracts or policies may allocate purchase or premium
payments among the General Account of General American and
Divisions of General American Separate Accounts Two and Eleven
which correspond to the Funds. The Company currently does not
foresee any disadvantages to the holders of variable annuity
contracts and variable life insurance policies arising from the
fact that the interests of the holders of such contracts and
policies may differ. Nevertheless, Capital Company's Board of
Directors intends to monitor events in order to identify any
material irreconcilable conflicts which may possibly arise and to
determine what action, if any, should be taken in response thereto.
Actions might include requiring one separate account to withdraw
from the Funds.

Capital Company sells shares to Separate Account One of RGA
Reinsurance Company, a company affiliated with General American.
Capital Company also offers its shares to other insurance companies
with which General American is affiliated, and to separate accounts
of unaffiliated insurance companies.

Shares of each Fund are both offered and redeemed at their net
asset value without the addition of any sales load or redemption
charge. See "OFFERING AND REDEMPTION OF SHARES" on page 21.

The investment adviser for Capital Company is Conning Asset
Management Company, formerly known as General American Investment
Management Company (the "Investment Adviser"), a wholly-owned
subsidiary of General American's wholly-owned subsidiary, General
American Holding Company. The Investment Adviser has engaged Morgan
Stanley Asset Management, Inc. ("Morgan Stanley"), an unaffiliated
company, to act as a sub-adviser for the Managed Equity Fund. The
fee of the sub-adviser is paid by the Investment Adviser.

INVESTMENT OBJECTIVES AND POLICIES

The investment objective and policies of each Fund are
described on the next few pages. The investment objective of a
Fund, and certain investment restrictions that are discussed in the
Statement of Additional Information, may be changed only with the
approval of the shareholders of each Fund that is affected by such
change. The investment policies used to achieve a Fund's objectives
may be changed by Capital Company's Board of Directors without a
vote of shareholders.

Because investment involves both opportunities for gain and
risk of loss, no assurance can be given that the Funds will achieve
their objectives. Prospective purchasers of insurance and annuity
contracts participating in the Funds should carefully review the
objectives and policies of the Funds and consider their ability to
assume the risks involved before allocating amounts to Funds other
than the General Account. An investment in any Fund should be
considered as a part of an overall investment program rather than
as a complete investment program.

12
<PAGE> 19

changes in conditions in the securities markets in general and, with particular
reference to debt securities, changes in the overall level of interest rates.
Financial risk refers to the ability of an issuer of a debt security to pay
principal and interest when due, and to the earnings stability and overall
financial soundness of an issuer of an equity security. Current income
volatility refers to the degree and rapidity with which changes in dividend
payments and the overall level of interest rates become reflected in the level
of current income of the Funds.

More about the investment characteristics of and risks associated
with the Funds is contained in the Statement of Additional Information.
See "Description of Certain Investments" in the Statement of Additional
Information.

THE S&P 500 INDEX FUND

INVESTMENT OBJECTIVE The objective of the S&P 500 Index Fund
is to obtain investment results that parallel the price and yield
performance of publicly-traded common stocks in the aggregate. The
Fund uses the Standard & Poor's 500 Common Stock Price Index ("S&P
500" or "Index") as its standard for performance comparison. The
Fund attempts to duplicate the performance of the S&P 500 and
includes dividend income as another component of the Fund's total
return. The Fund is not managed by Standard & Poor's.

INVESTMENT POLICIES. The portfolio will be composed of a large
number of stock issues drawn from the S&P 500. Issues of bankrupt
companies and companies whose stock would not be eligible for
purchase under Missouri insurance law will not be purchased. The
Fund may not invest in all the stocks in the S&P 500. In attempting
to parallel the performance of the Index, the Fund uses a sector
sampling method. Sector sampling calls for the Investment Adviser
to maintain approximately the same mix of industrial sectors in the
Fund that the S&P 500 has, while not necessarily holding all of the
stocks in each S&P 500 industrial sector.

The decision on what stocks in a sector the Fund should buy is
affected by the "minimum position size," or minimum dollar amount
which the Fund will invest in round lots (100 shares or multiples
of 100) of a stock. Thus, if a company's stocks represent 40% of
its S&P 500 sector, measured in terms of capitalization, then the
Fund will devote a substantial fraction of the amount it has to
invest in that S&P 500 sector to the stocks of that company. Such
a large holding would not exceed the company's proportion of the
S&P 500 (40% of its sector in this example) but, given the
relatively small size of the Fund and its decision not to buy fewer
shares than the minimum position, it might be that purchases of the
stocks of companies that are relatively less important in their
sector will be limited to amounts necessary to make the Fund's
sector similar in relative size to the weight of the same sector in
the S&P 500. That is, smaller company stocks would be used to round
out the holdings in a sector dominated by one or two large
companies.

If the Fund grows, it will be able to buy more of the S&P 500
stocks and make its industrial sectors more closely approximate the
composition of the Index's sectors, at the same time bringing the
Fund more closely into conformity with the overall composition of
the Index. Dividend income will be reinvested in stocks so as to
keep the portfolio composition similar to the Index. The goal is to
have all Fund assets invested in qualified stocks at all times.
Stock index futures contracts may be used for hedging, where the
sums involved are too small to be directly invested in a minimum
position size and in proper relation to the Index.

RISK FACTORS. The Fund will not seek to out-perform the chosen
Index but to match it, before consideration of Fund expenses, which
means that the Fund will be allowed to decline in asset value when
the prices of most common stocks decline. This high level of market
risk is offset by the relatively low degree of risk that the large
companies whose shares are owned will encounter financial
difficulty, and the corresponding protection against financial risk
afforded by the Fund's extensive diversification. There is no
guarantee that the Fund will duplicate the performance of the
Index.

THE MONEY MARKET FUND

INVESTMENT OBJECTIVE. The objective of the Money Market Fund
is to obtain the highest level of current income which is
consistent with the preservation of capital and maintenance of
liquidity.

13
<PAGE> 20
(5) instruments fully secured or collateralized by such bank and savings and
loan obligations; (6) dollar denominated short-term obligations of foreign
banks, foreign branches of foreign or U.S. banks (referred to as "Eurodollars"),
and short-term obligations of U.S. branches and agencies of foreign banks
(referred to as "Yankee dollars"); (7) commercial paper and short-term
corporate debt securities rated in one of the two highest categories for short
term debt securities by at least two nationally recognized securities rating
services or one such service if only one has rated the security (see the
Appendix for a description of commercial paper ratings); (8) corporate or other
notes guaranteed by letters of credit from banks in the United States
(satisfying the criteria described in (4), above) or collateralized by United
States Government obligations; and (9) obligations of (i) consumer and
commercial finance companies, (ii) securities brokerage companies, (iii) leasing
companies, and (iv) insurance companies. Certain of these obligations may be
variable or floating rate instruments.

The Fund will enter into repurchase agreements under which it
purchases securities, subject to agreement by the seller to
repurchase the securities at a higher price on a specified date,
with the gain establishing the yield during the Fund's holding
period. The Adviser, under general policies established by the
Company's Directors, reviews the creditworthiness of the other
party to any repurchase agreement, and will only enter into
repurchase agreements with parties whose credit is deemed
satisfactory. If the seller becomes bankrupt, the Fund may
experience delays in recovering its money, fail to recover part or
all of its investment, and incur costs in disposing of the
securities used as collateral for the sellers repurchase
obligation.

The Fund may also enter into reverse repurchase agreements
when the Adviser considers them to be advantageous to the Fund and
only for temporary liquidity purposes not to exceed 60 days,
without renewal or extension. Reverse repurchase agreements permit
the Fund to leverage its investment portfolio by selling securities
while agreeing to repurchase them at an agreed time and price. The
bankruptcy of the other party to a reverse repurchase agreement
could cause the Fund to experience delays in recovering its
securities. If, in the meantime, the value of the securities
fluctuated, the Fund could experience a loss.

The Fund will not invest in "firm commitments" or "when issued" securities.

The Fund may only invest in U.S. dollar-denominated instruments that are
determined to present minimal credit risks and that, at the time of acquisition,
are rated in one of the two highest rating categories by at least two nationally
recognized statistical rating organizations ("NRSROs") or by the only NRSRO
that has rated the instrument, or in the case of unrated instruments, have been
determined to be of comparable quality to either of the above. The Fund's
investments must also meet the maturity and diversification requirements
applicable to money market funds.

See "Investment Policies" in the Statement of Additional
Information for information about the quality of the securities in
which the Fund may invest and more complete descriptions of
repurchase agreements and other obligations that the Fund may hold.

RISK FACTORS. The principal risks associated with the
investment in the Money Market Fund are the risk of fluctuations in
the short-term interest rates, the risks associated with entering
into repurchase agreements described above, and the risk of default
among one or more issuers of securities which comprise the Fund's
assets.

THE BOND INDEX FUND

The Bond Index Fund began its current operations on October 1,
1992. On that date the portfolio of the Intermediate Bond Fund was
adjusted to reflect the investment objective of the Bond Index Fund
and the Intermediate Bond Fund ceased to exist. The historical
performance of the Intermediate Bond Fund, shown in this
Prospectus, should not be viewed as historical financial data of
the Bond Index Fund.

INVESTMENT OBJECTIVE. The objective of the Bond Index Fund is
to provide a rate of return that reflects the performance of the
publicly-traded bond market as a whole. The Fund uses the Lehman
Brothers Government/Corporate Bond Index as its standard for
performance comparison.

14
<PAGE> 21

INVESTMENT POLICIES. The portfolio will consist of bond issues
drawn from the Lehman Brothers Government/Corporate Bond Index.
This Index is composed of approximately 5,000 corporate and U.S.
Government debt issues rated Baa or better, with at least one year
to maturity and with a total par value of at least $25 million
outstanding. The Index is weighted by the market value of the
issues included in the Index. The Fund will not invest in all the
bonds in the Index. In attempting to parallel the performance of
the Index, the Fund uses a sampling method. Sampling calls for the
Investment Adviser to maintain approximately the same mix of
sectors, as measured by quality and duration, that the Index has,
while not holding all of the bonds in each Index sector. Some
money market investments such as those held by the Money Market
Fund may be purchased, but they must meet the quality criteria set
forth above. Fixed income obligations of the U.S. Government and
its agencies and instrumentalities will also be included in the
Fund's portfolio from time to time. The emphasis of the Fund will
be on bonds with maturities in the range of those associated with
the Lehman Brothers Government/Corporate Bond Index.

This Fund will not concentrate in any segment of industry, nor
in any rating category. The Fund will be diversified in accordance
with the diversification of the Lehman Brothers
Government/Corporate Bond Index.

RISK FACTORS. The Fund will not seek to outperform the Index
but to match it, which means the Fund's value will decline when
bond prices decline. Interest rate changes can have a powerful
effect on the value of fixed bond portfolios of this quality level
and maturity. Therefore, this Fund should be regarded as having a
moderate level of market risk and current income volatility, while
being subject to relatively little risk that the bond issuers will
default (financial risk).

THE MANAGED EQUITY FUND

INVESTMENT OBJECTIVE. The objective of the Managed Equity
Fund is to obtain long-term growth from investment in common
stocks. Securing current income is a secondary objective.

INVESTMENT POLICIES. This Fund invests in common stocks of
companies that are expected to benefit from changes in secular and
cyclical trends and which are considered to be undervalued based on
historical valuation criteria.

The Fund's investments are made with the philosophy that a
high-quality, diversified portfolio of undervalued securities will
outperform the market over the longer term, as well as preserve
principal in a difficult market environment. The opportunity to
purchase securities at less than their underlying value arises from
the market's less-than-perfect ability to forecast the future, plus
the market's bias toward overvaluing exciting companies and
underestimating those which are generally out of favor.

Investments considered attractive for the Fund will normally
have the following characteristics:

1. Stocks selling at a relatively low price-earnings ratio or a
relatively low price-to-book ratio, and having a high dividend
yield.
2. Stocks which are undervalued relative to their earning power,
break-up value, and inherent profitability.
3. Stocks which have under-performed the general market due to a
lower level of investor expectations regarding the earnings
outlook.
4. Stocks whose issuers are of high quality, exhibiting sound
financial strength.

The stocks will be bought and sold for the Fund by Morgan
Stanley Asset Management Inc., the Fund's sub-adviser ("Morgan
Stanley"). Morgan Stanley takes a long-term investment approach.
Emphasis is placed on a stock's value rather than the potential for
a short-term change in its general market price.

The staff of the Investment Adviser regularly reviews Morgan
Stanley's transactions. The Fund will invest only in common stocks
issued by companies that the Investment Adviser feels are high in
quality, and the portfolio will be diversified as to types of
industries.

15
<PAGE> 22

RISK FACTORS. The composition of this Fund will change, as it
is not attempting to parallel an index of identified stocks.
Financial risk should be reduced by the active management of this
account but the Fund will be subject to the risk that the prices of
most publicly-traded stocks might decline (market risk). Portfolio
turnover (discussed on page 18) will be relatively low for this Fund.

THE ASSET ALLOCATION FUND

INVESTMENT OBJECTIVE. The primary objective of the Asset
Allocation Fund is to obtain a high rate of long-term total return,
composed of capital growth and income payments. Preservation of
capital is the secondary objective and chief limit on investment
risks.

INVESTMENT POLICIES. This Fund will invest in common stocks,
publicly-traded bonds of intermediate maturity, and money market
instruments. It will observe the same quality restrictions on such
investments as are observed by the related Funds which specialize
in one investment medium. The mixture of investments by type will
vary as the Investment Adviser exercises its discretion in its
effort to produce the highest total return consistent with prudence
and preservation of capital. At times, the emphasis will be on
capital growth; at other times, income will be given a higher
priority than growth. The Investment Adviser will respond to
economic circumstances in structuring the portfolio, with total
return as the key factor.

RISK FACTORS. As with the Managed Equity Fund, the active
management of this Fund is apt to produce a higher level of
portfolio turnover than the S&P 500 Index Fund or the Bond Index
Fund have. Individuals who direct premium dollars into this Fund
are relying more on the skill of the Investment Adviser to build
and maintain an appropriate portfolio than they are when they
select a fund that is devoted to a single investment medium. The
Fund may, at times, be subject to high levels of market and
financial risk and income volatility. These risks will always be
present to some degree.

THE INTERNATIONAL INDEX FUND

The International Index Fund began its current operations on
January 1, 1997. On that date, the portfolio of the International
Equity Fund was adjusted to reflect the investment objective of the
International Index Fund and the International Equity Fund ceased
to exist. The historical performance of the International Equity
Fund, shown in this Prospectus, should not be viewed as historical
financial data of the International Index Fund.

INVESTMENT OBJECTIVE. The objective of the International Index
Fund is to obtain investment results that parallel the price and
yield performance of publicly-traded common stocks in the Morgan
Stanley Capital International Europe, Australia, and Far East Index
("EAFE Index").

INVESTMENT POLICIES. This Fund will initially invest in a
statistically selected sample of approximately 100 securities
included in the EAFE Index, maintaining at least 80% of its total
assets, under normal market conditions, in stocks in the EAFE Index
and related derivative instruments. If the Fund's assets were to
increase, the number of securities held by the Fund would be
increased. The Fund may invest up to 20% of its total assets in
stock index options or futures contracts to maintain cash reserves
while remaining fully invested, to facilitate trading, or to reduce
transaction costs. The Fund may invest up to 10% of its total
assets in index and currency exchange rate swap agreements. In
addition, the Fund may invest up to 10% of its assets in index and
currency exchange swap agreements. The Fund also reserves the
right to invest in foreign currency exchange agreements, using
currencies, options, futures contracts or options on futures
contracts, or forward contracts for any purpose, including to
protect against foreign currency exchange risks involving
securities the Fund owns or plans to own.

RISK FACTORS. The Fund will not seek to out-perform the EAFE
Index, but to match it, which means that the Fund's assets value
will generally decline when the prices of common stocks in the EAFE
Index decline. There is no guarantee that the Fund will be able to
track the EAFE Index due to transaction costs, changes in either
the makeup of the EAFE Index or number of shares outstanding for
the components of the index, the inability to purchase all of the
stocks represented in the EAFE Index, and the timing and amount of
contributions to and redemptions from the Fund by shareholders.

16
<PAGE> 23

Investments in foreign securities can be more volatile and
involve additional risks than U.S. Investments. The securities of
foreign issuers generally will not be registered with the SEC, nor
will these issuers be subject to the SEC's reporting requirements.
Foreign companies generally are not subject to standards such as are
applied to companies organized in the U.S., and there may be less
publicly available information about foreign issuers. Some foreign
securities trade in markets providing less liquidity and less
regulation than American markets do, so foreign stock prices may be
more volatile than comparable U.S. stock prices.

Foreign brokerage commissions may be higher, as may the cost
of custodial services and transaction and settlement costs.
Foreign stocks may be subject to taxes in their country of issue,
or other restrictions on the removal of funds may be imposed by a
foreign country.

The Fund may use various techniques to increase or decrease
its exposure to changing security prices, interest rates, currency
exchange rates, commodity prices, or other factors that affect
security values. These techniques may involve derivative
transactions such as buying and selling options and futures
contracts, entering into currency exchange contracts or swap
agreements, purchasing indexed securities, and selling securities
short.

The Fund's Investment Adviser can use techniques to adjust the
risk and return characteristics of the Fund's portfolio of
investments. If the Investment Adviser judges market conditions
incorrectly or employs a strategy that does not correlate well with
the Fund's investments, these techniques could result in a loss,
regardless of whether the intent was to reduce risk or increase
return. These techniques may increase the volatility of the Fund
and may involve a small investment of cash relative to the
magnitude of the risks assumed. In addition, these techniques
could result in a loss if the counterparty to the transaction does
not perform as promised.

THE MID-CAP EQUITY FUND

The Mid-Cap Equity Fund began its current operations on
January 1, 1997. On that date the portfolio of the Special Equity
Fund was adjusted to reflect the investment objective of the Mid-
Cap Equity Fund and the Special Equity Fund ceased to exist. The
historical performance of the Special Equity Fund, shown in the
Prospectus, should not be viewed as historical financial data of
the Mid-Cap Equity Fund.

INVESTMENT OBJECTIVE. The Mid-Cap Equity Fund seeks sustained
growth of capital by investing primarily in common stocks of United
States-based publicly traded companies with medium market capitalizations.
"Medium market capitalization companies" are those whose market
capitalization falls within the range of the S&P MidCap 400 at the
time of the Fund's investment.

INVESTMENT POLICIES. The Fund invests substantially all of
its assets in common stocks selected for their growth potential.
The Fund will invest in stocks of mid-sized companies that have
above-average growth potential but that are undervalued in the
market, and, therefore, are reasonably priced. Fundamental, or
"bottom-up," analysis will be used to build a portfolio of stocks
with an investment style characterized as "growth-at-a-reasonable-
price."

The Mid-Cap Equity Fund would avoid stocks with an excessive
relative premium for earnings growth. Instead, the Fund would seek
stocks with valuation discrepancies and, therefore, an improved
risk-reward profile. For example, the Fund's investments could
include "special situation" stocks, such as stocks of securities
that have experienced a price decline as the result of a particular
risk factor, being a member of an industry that is out of favor, or
that is in the bottom of an economic cycle, but that may hold
sustained growth potential and consistent profitability, with the
purchase of foreign stocks not being permitted.

Investing in mid-capitalization companies would allow the Mid-
Cap Equity Fund to continue to benefit from the higher potential
for growth that is associated with smaller companies, but would
also afford the Fund the advantages of the greater financial
stability associated with larger business entities. Mid-sized
companies may have completed their "start-up" cycle and, therefore,
be poised for growth with established product lines and experienced
management. The Mid-Cap Equity Fund would seek to minimize
turnover.

17
<PAGE> 24

RISK FACTORS. The securities of mid-size companies may be less
liquid than those of larger companies that command a larger market,
and so their price movements may be more abrupt or erratic. A fund
that specializes in such securities, and that is active in selling
to realize appreciation, may incur a relatively high degree of
portfolio turnover (see below) and related transaction costs. The
Fund's investments may also be subject to market risk which is the
risk that the prices of all stocks will decline. Since
appreciation is the Fund's objective, current income may be less
than in funds that concentrate on income.

INVESTMENT RESTRICTIONS

Investments of the Funds are further restricted by certain
policies that may not be changed without a vote of shareholders.
See "INVESTMENT RESTRICTIONS" in the Statement of Additional
Information.

PORTFOLIO TURNOVER

The annual rate at which the composition of each Fund changes
is referred to as the portfolio turnover rate, which is defined as
the lesser of the purchases or sales of securities in a Fund stated
as a percentage of the assets in the Fund. Portfolio turnover
reflects the extent of trading in the portfolio, and trading is
usually accompanied by the payment of commissions to brokers.
Commission expenses will reduce the return on a Fund. Portfolio
turnover should vary among the different Funds, as well as over
time. Actual turnover figures are included in the Financial
Highlights on pages 6 through 11.

The S&P 500 Index Fund is not likely to experience turnover in
excess of 50% per year as its portfolio will always be structured
so as to parallel the Standard & Poor's 500 stocks.

The Bond Index Fund is not likely to experience turnover in
excess of 40% as its portfolio will always be structured to
parallel the Lehman Brothers Government/Corporate Bond Index.

The International Index Fund is not likely to experience
turnover in excess of 50% as its portfolio will always be
structured to parallel the Morgan Stanley Capital International
Europe, Australia and Far East Index.

The Managed Equity Fund, the Asset Allocation Fund, and the
Mid-Cap Equity Fund are liable to have turnover in excess of 200%
at times, as they will be actively managed in pursuit of their
objectives.

MANAGEMENT OF THE COMPANY

The Board of Directors of Capital Company is responsible for
the management of Capital Company's business and affairs, and
creates and supervises the execution of the investment policies of
Capital Company, which are administered by the Investment Adviser
(Conning Asset Management Company, formerly known as General
American Investment Management Company, an affiliate of General
American Life Insurance Company). The Investment Adviser was formed
in 1982 to manage General American's separate accounts and the
funds of affiliated clients. The Investment Adviser's address is
700 Market Street, St. Louis, Missouri 63101, the same address as
that of General American. The Investment Adviser provides
investment advice and some administrative services for all of
Capital Company's Funds. In addition to selecting investments for
six of the Funds and reviewing the practices of broker-dealers
buying and selling investments for Capital Company, the Investment
Adviser oversees the performance of the sub-adviser for the Managed
Equity Fund.

The manager of the S&P 500 Index Fund, Money Market Fund, Bond
Index Fund, Asset Allocation Fund, International Index Fund and
Mid-Cap Equity Fund is Douglas R. Koester, CFA, senior vice
president of Conning Asset Management Company (the Investment
Adviser). He has managed each of the S&P 500 Index Fund, Money
Market Fund, Bond Index Fund, and Asset Allocation Fund since their
inception on October 1, 1987, and has managed the International
Index Fund and Mid-Cap Equity Fund since their restructuring on
January 1, 1997. Mr. Koester earned bachelor's and master's
degrees from Washington University (St. Louis, Missouri). He has
served as vice president of the Investment Adviser since 1986.

18
<PAGE> 25

As of December 1995, the Investment Adviser provided
investment advice to 11 clients that were unaffiliated with General
American, and to 20 separate accounts of General American.

For its services to the Funds, the Investment Adviser charges
a fee that is accrued daily against each Fund. The fees charged
each Fund, except the Managed Equity Fund, the International Index
Fund, and the Mid-Cap Equity Fund, stated as an annual percentage
of the average daily value of the net assets, are:

S&P 500 Index Fund . . . . . . . . . . . .25 %
Money Market Fund. . . . . . . . . . . . .125%
Bond Index Fund. . . . . . . . . . . . . .25 %
Asset Allocation Fund. . . . . . . . . . .50 %

The fees charged the International Index Fund, Mid-Cap Equity
Fund, and the Managed Equity Fund are stated as a series of annual
percentages of the average daily value of the net assets of the
Funds. The percentages decrease with respect to assets of the Funds
above certain amounts and are divided between the Investment
Adviser and the Fund's sub-adviser as follows:

<TABLE>
<CAPTION>
Paid to Paid to
International Index Fund Assets Total Fee Sub-Adviser Investment Adviser
------------------------------- --------- ----------- ------------------
<S> <C> <C> <C>
First $10 million .50% N/A .50%
Next $10 million .40% N/A .40%
Balance over $20 million .30% N/A .30%

<CAPTION>
Paid to Paid to
Mid-Cap Equity Fund Assets Total Fee Sub-Adviser Investment Adviser
-------------------------- --------- ----------- ------------------
<S> <C> <C> <C>
First $10 million .55% N/A .55%
Next $10 million .45% N/A .45%
Balance over $20 million .40% N/A .40%

Paid to Paid to
Managed Equity Fund Assets Total Fee Sub-Adviser Investment Adviser
-------------------------- --------- ----------- ------------------
<S> <C> <C> <C>
First $10 million .50% .40% .10%
Next $20 million .35% .30% .05%
Balance over $30 million .30% .25% .05%
</TABLE>

The sub-adviser for the Managed Equity Fund is Morgan Stanley
Asset Management Inc., 1221 Avenue of the Americas, 21st floor, New
York, New York 10020. Morgan Stanley is a Delaware corporation and
a wholly-owned subsidiary of Morgan Stanley Group, Inc. Affiliated
companies of Morgan Stanley have been in the investment management
business with respect to stocks since 1935.

The manager of the Managed Equity Fund is the value investment
team in the Chicago office of Morgan Stanley. Team members, both
of whom share equally in the management of the Managed Equity Fund,
are as follows. Alford E. Zick, Jr., a Principal of Morgan
Stanley, is a graduate of the University of Illinois, where he
majored in Accounting. He joined Morgan Stanley in 1989. Stephen
C. Sexauer, a Principal of Morgan Stanley, received his BS
(Economics) from the University of Illinois, and an MBA in
Economics and Statistics from the University of Chicago, and has
worked at Morgan Stanley since 1989.

Morgan Stanley receives from the Investment Adviser, as
compensation, a fee in the amount described above as the fee for
the sub-adviser for the Managed Equity Fund. The Investment Adviser
is responsible for payment of the fee to Morgan Stanley, and keeps
the balance of the investment management fee for the services it
provides to the Managed Equity Fund.

19
<PAGE> 26

value of each Fund; recommends independent auditors and custodians,
and coordinates and supervises their activities; and maintains
records not otherwise maintained. General American also prepares
and files tax returns and reports and filings that pertain to
federal and state securities laws; and schedules and plans the
agenda for meetings of Capital Company's directors and
shareholders. General American pays directors who are not
interested persons of Capital Company, including any travel
expenses they may have; costs of printing and distributing
communications to current shareholders of Capital Company;
insurance premiums; and charges and expenses of the custodian,
accountants, and counsel.

General American charges Capital Company a fee for these
services and expenses, at an annual rate based on the average daily
value of the net assets in each Fund, as follows:

S&P 500 Index Fund . . . . . . . . . . . . . . .05%
Money Market Fund. . . . . . . . . . . . . . . .08%
Bond Index Fund. . . . . . . . . . . . . . . . .05%
Managed Equity Fund. . . . . . . . . . . . . . .10%
Asset Allocation Fund. . . . . . . . . . . . . .10%
International Index Fund . . . . . . . . . . . .30%
Mid-Cap Equity Fund. . . . . . . . . . . . . . .10%

Capital Company also pays directly the following expenses:
brokerage commissions and transfer taxes; other state, federal, and
local taxes and filing fees; fees and expenses for qualification of
Capital Company and its shares under federal and state securities
laws subsequent to the effective date of the Prospectus; interest
and other borrowing costs; extraordinary or non-recurring expenses
such as those for litigation; and other expenses not expressly
assumed by General American or the Investment Adviser. The total
of these expenses as a percentage of the average daily value of the
net assets in each Fund was as follows in 1995:

S&P 500 Index Fund . . . . . . . . . . . . . .01%
Money Market Fund. . . . . . . . . . . . . . .00%
Bond Index Fund. . . . . . . . . . . . . . . .00%
Managed Equity Fund. . . . . . . . . . . . . .09%
Asset Allocation Fund. . . . . . . . . . . . .05%
International Equity Fund <F1> . . . . . . . .69%
Special Equity Fund <F2> . . . . . . . . . . .10%

[FN]
<F1> The predecessor to the International Index Fund.
<F2> The predecessor to the Mid-Cap Equity Fund.

CAPITAL STOCK

Capital Company issues a separate series of capital stock for
each Fund. Each share of capital stock issued with respect to a
Fund has a pro rata interest in the net assets of the Fund. Each
share of capital stock is entitled to one vote on all matters
submitted to a vote of shareholders of Capital Company, and
fractional shares are entitled to a corresponding fractional vote.
An affirmative vote of a majority of the outstanding shares of each
Fund affected by any matter is required for any action to be
approved by the shareholders of Capital Company. Shares of a Fund
will be voted separately from shares of other Funds, however, on
matters affecting only that Fund, such as approval of the
investment advisory agreement, an investment sub-advisory
agreement, or changes in the fundamental investment objectives or
restrictions of a Fund. The assets of each Fund are charged with
the liabilities of the Fund and a proportionate share of the
general liabilities of Capital Company. All shares may be redeemed
at any time.

TAXES AND DIVIDENDS

20
<PAGE> 27

"Code"). If each Fund qualifies as a "regulated investment company" and complies
with the provisions of the Code relieving regulated investment companies which
distribute substantially all of their net income (both ordinary income and
capital gain) from federal income tax and the 4% nondeductible federal excise
tax, each Fund will be relieved of such taxes on the amounts distributed. (See
the Statement of Additional Information for a more detailed discussion.)

Since the sole shareholders of Capital Company will be
separate accounts of General American, separate accounts of General
American affiliates, and separate accounts of unaffiliated
companies, no discussion is included herein as to federal income
tax consequences at the shareholder level. For information
concerning the federal tax consequences to purchasers of variable
annuity contracts funded by General American Separate Account Two
or of the flexible premium variable life insurance policies funded
by General American Separate Account Eleven, see the respective
Prospectuses for those contracts or policies.

OFFERING AND REDEMPTION OF SHARES

Shares of capital stock of each Fund of Capital Company are
offered to separate accounts of General American, separate accounts
of insurance companies affiliated with General American, and
separate accounts of unaffiliated insurance companies.

Shares are sold and redeemed at their net asset value as next
determined following receipt by a separate account of premium
payments, surrender requests under policies, loan payments,
transfer requests, and similar or related transactions. There is no
selling commission or redemption charge.

Net asset value is determined as of the close of trading (4
p.m. Eastern time) on the New York Stock Exchange on each day
during which the Exchange is open, except the day after
Thanksgiving, when Capital Company is closed.

An equity security listed on a stock exchange is valued at the
composite sale price on all exchanges. Securities traded in the
over-the-counter market are valued at the closing sale price, and
if closing sale prices are not available, at the latest available
bid price.

Occasionally, events affecting the values of such securities
may occur after the close of the New York Stock Exchange. If,
during such periods, events occur which materially affect the value
of the securities of a Fund, such securities will be valued at fair
value as determined in good faith by or under the direction of the
Board of Directors of Capital Company.

Debt instruments with maturities of 60 days or less are valued
on an amortized cost basis. This means a purchased instrument is
valued at cost on the date of purchase or, in the case of
securities purchased more than 60 days prior to maturity, at the
market value on the 61st day before maturity. Thereafter a constant
rate of amortization of any discount or premium and of accrual of
interest income is assumed, regardless of any intervening change in
general interest rates or the market value of the instrument. Other
debt instruments are valued at market value, provided market
quotations are readily available.

All other assets are valued at their fair value as determined
in good faith by, or under the direction of, the Board of Directors
of Capital Company.

Further discussion of asset valuation methods is included in
the Statement of Additional Information under the heading
"DETERMINATION OF NET ASSET VALUE."

PENDING LEGAL PROCEEDINGS

There are no legal proceedings pending to which Capital Company is a party.

21
<PAGE> 28

CONTRACT OWNER AND POLICYHOLDER INQUIRIES

Inquiries should be directed to:

VUL Administration Variable Annuity Administration
General American Life Insurance Company P.O. Box 14490
P.O. Box 14490 St. Louis, Missouri 63178-4490
St. Louis, Missouri 63178-4490 Telephone: 1-800-449-6447
Telephone: 1-800-638-9294

22
<PAGE> 29

APPENDIX

DESCRIPTION OF CORPORATE BOND RATINGS

MOODY'S INVESTORS SERVICE, INC.

Aaa-Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are
commonly referred to as "gilt-edged." Interest payments are
protected by a large or an exceptionally stable margin and
principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.

Aa-Bonds which are rated Aa are judged to be of high quality
by all standards. Together with the Aaa group, they comprise what
are generally known as high grade bonds. They are rated lower than
the best bonds because margins of protection may not be as large as
in Aaa securities, or fluctuations of protective elements may be of
greater amplitude, or there may be other elements present which
make the long-term risks appear somewhat larger than Aaa
securities.

A-Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and interest are
considered adequate but elements may be present which suggest a
susceptibility to impairment sometime in the future.

Baa-Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or
may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and, in
fact, have speculative characteristics as well.

Ba-Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. Often
the protection of interest and principal payments may be very
moderate and thereby not well safeguarded during both good and bad
times over the future. Uncertainty of position characterizes bonds
in this class.

B-Bonds which are rated B generally lack characteristics of
the desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over any
long period of time may be small.

Caa-Bonds which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of danger
with respect to principal or interest.

Ca-Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or
have other marked shortcomings.

C-Bonds which are rated C are the lowest class of bonds and
issues so rated can be regarded as having extremely poor prospects
of ever attaining any real investment standing.

Moody's applies numerical modifiers, l, 2, and 3, in each
generic rating classification from Aa through B in its corporate
bond rating system. The modifier l indicates that the security
ranks in the higher end of its generic rating category; the
modifier 2 indicates a midrange ranking; and the modifier 3
indicates that the issue ranks in the lower end of its generic
rating category.

A-1
<PAGE> 30

STANDARD & POOR'S CORPORATION

AAA-This is the highest rating assigned by Standard & Poor's
to a debt obligation and indicates an extremely strong capacity to
pay principal and interest.

AA-Bonds rated AA also qualify as high-quality debt
obligations. Capacity to pay principal and interest is very strong,
and in the majority of instances they differ from AAA issues only
in small degree.

A-Bonds rated A have a strong capacity to pay principal and
interest, although they are somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions.

BBB-Bonds rated BBB are regarded as having an adequate
capacity to pay principal and interest. Whereas they normally
exhibit protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened
capacity to pay principal and interest for bonds in this category
than for bonds in the A category.

BB-B-CCC-CC-Bonds rated BB, B, CCC, and CC are regarded, on
balance, as predominantly speculative with respect to the issuer's
capacity to pay interest and repay principal in accordance with the
terms of the obligation. BB indicates the lowest degree of
speculation and CC the highest degree of speculation. While such
bonds will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or major risk exposure
to adverse conditions.

C-The rating C is reserved for income bonds on which no
interest is being paid.

D-Debt rated D is in default, and payment of interest and/or
repayment of principal is in arrears.

The ratings from "AA" to "B" may be modified by the addition
of a plus or minus sign to relative standing within the major
rating categories.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

Commercial paper rated A-1 by Standard & Poor's has the
following characteristics. Liquidity ratios are adequate to meet
cash requirements. Long-term senior debt is rated "A" or better,
although in some cases "BBB" credits may be allowed. The issuer has
access to at least two additional channels of borrowing. Basic
earnings and cash flow have an upward trend with allowance made for
unusual circumstances. Typically, the issuer's industry is well
established and the issuer has a strong position within the
industry. The reliability and quality of management are
unquestioned. Relative strength or weakness of the above factors
determines whether the issuer's commercial paper is rated A-1, A-2,
or A-3.

The rating Prime-1 (P-1) is the highest commercial paper
rating assigned by Moody's Investor's Service, Inc. Among the
factors considered by Moody's in assigning ratings are the
following: (1) evaluation of the management of the issuer;
(2) economic evaluation of the issuer's industry or industries and
an appraisal of speculative-type risks which may be inherent in
certain areas; (3) evaluation of the issuer's products in relation
to competition and customer acceptance; (4) liquidity; (5) amount
and quality of long-term debt; (6) trends of earnings over a period
of ten years; (7) financial strength of a parent company and the
relationships which exist with the issuer; and (8) recognition by
the management of obligations which may be presented or may arise
as a result of public interest questions and preparations to meet
such obligations.

A-2
<PAGE> 31

GENERAL AMERICAN CAPITAL COMPANY

Prospectus Version B

<PAGE> 32

GENERAL AMERICAN CAPITAL COMPANY
700 MARKET STREET, ST. LOUIS, MO 63101
(314) 231-1700

General American Capital Company ("Capital Company") is an open-end
diversified management investment company which was incorporated in Maryland on
November 15, 1985, and commenced operations on October 1, 1987. Capital Company
offers five separate Funds which operate as distinct investment vehicles. The
names and investment objectives of the Funds are as follows:

S&P 500 INDEX FUND (formerly known as the Equity Index Fund):
The investment objective of this Fund is to provide investment
results that parallel the price and yield performance of
publicly traded common stocks in the aggregate. The Fund uses
the Standard & Poor's 500 Stock Index<F*> as its standard for
performance comparison. The Fund attempts to duplicate the
performance of the Index and includes dividend income as the
other component of the Fund's total return.

MONEY MARKET FUND: The investment objective of this Fund is
the highest level of current income which is consistent with the
preservation of capital and maintenance of liquidity. This fund
invests primarily in high-quality, short-term money market
instruments. AN INVESTMENT IN THE MONEY MARKET FUND IS NEITHER
INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT.

BOND INDEX FUND: The investment objective of this Fund is to
provide a rate of return that reflects the performance of the
publicly-traded bond market as a whole. The Fund uses the Lehman
Brothers Government/Corporate Bond Index as its standard for
performance comparison.

MANAGED EQUITY FUND: The investment objective of this Fund is
long-term growth of capital, obtained by investing primarily in
common stocks. Securing moderate current income is a secondary
objective.

ASSET ALLOCATION FUND: The investment objective of this Fund
is a high rate of long-term total return composed of capital
growth and income payments. Preservation of capital is the
secondary objective and chief limit on investment risk. The Fund
will invest only in those types of securities that the other
Funds may invest in. The Asset Allocation Fund invests in a
combination of common stocks, bonds, or money market
instruments, in accordance with guidelines established from time
to time by Capital Company's Board of Directors.

There can be no assurance that the investment objectives of these
Funds will be achieved.

This Prospectus sets forth basic information about Capital
Company and its Funds, and information that a prospective investor
ought to know before investing.

This Prospectus should be read and retained for future reference.

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

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

The Date of this Prospectus is January 1, 1997.

The Date of the Statement of Additional Information is January 1, 1997.

[FN]
- - ------------
<F*>"Standard & Poor's," and "Standard & Poor's 500" are trademarks of the
Standard & Poor's Corporation and have been licensed for use by General
American Capital Company. The S&P 500 Index Fund is not sponsored, sold, or
promoted by Standard & Poor's and Standard & Poor's makes no representation
regarding the advisability of investing in the fund.

1
<PAGE> 33

<TABLE>
<CAPTION>
TABLE OF CONTENTS

PAGE
----
<S> <C>
Table of Fees and Expenses . . . . . . . . . . . . . . . . 3

Financial Highlights . . . . . . . . . . . . . . . . . . . 4

Investment Funds . . . . . . . . . . . . . . . . . . . . . 9

Investment Objectives And Policies . . . . . . . . . . . . 9

The S&P 500 Index Fund
Investment Objective. . . . . . . . . . . . . . . . . 10
Investment Policies . . . . . . . . . . . . . . . . . 10
Risk Factors. . . . . . . . . . . . . . . . . . . . . 10

The Money Market Fund
Investment Objective. . . . . . . . . . . . . . . . . 11
Investment Policies . . . . . . . . . . . . . . . . . 11
Risk Factors. . . . . . . . . . . . . . . . . . . . . 11

The Bond Index Fund
Investment Objective. . . . . . . . . . . . . . . . . 12
Investment Policies . . . . . . . . . . . . . . . . . 12
Risk Factors. . . . . . . . . . . . . . . . . . . . . 12

The Managed Equity Fund
Investment Objective. . . . . . . . . . . . . . . . . 12
Investment Policies . . . . . . . . . . . . . . . . . 12
Risk Factors. . . . . . . . . . . . . . . . . . . . . 13

The Asset Allocation Fund
Investment Objective. . . . . . . . . . . . . . . . . 13
Investment Policies . . . . . . . . . . . . . . . . . 13
Risk Factors. . . . . . . . . . . . . . . . . . . . . 13

Investment Restrictions. . . . . . . . . . . . . . . . . . 13
Portfolio Turnover . . . . . . . . . . . . . . . . . . . . 14
Management of the Company. . . . . . . . . . . . . . . . . 14
Capital Stock. . . . . . . . . . . . . . . . . . . . . . . 16
Taxes and Dividends. . . . . . . . . . . . . . . . . . . . 16
Offering and Redemption of Shares. . . . . . . . . . . . . 16
Pending Legal Proceedings. . . . . . . . . . . . . . . . . 17
Contract Owner and Policyholder Inquiries . . . . . . . . 17
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . A-1
</TABLE>

2
<PAGE> 34

TABLE OF FEES AND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES

General American Capital Company makes no charge at the time of
sale, when dividends are reinvested, or upon a redemption or
exchange, whether partial or whole.

<TABLE>
ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
<CAPTION>
<S> <C>
Investment Advisory Fees
S&P 500 Index Fund. . . . . . . . . . . . . . . . . . .25 %
Money Market Fund . . . . . . . . . . . . . . . . . . .125%
Bond Index Fund . . . . . . . . . . . . . . . . . . . .25 %
Managed Equity Fund . . . . . . . . . . . . . . . . . .50 %<F*>
Asset Allocation Fund . . . . . . . . . . . . . . . . .50 %

Administration Fees
S&P 500 Index Fund. . . . . . . . . . . . . . . . . .. .05 %
Money Market Fund . . . . . . . . . . . . . . . . . .. .08 %
Bond Index Fund . . . . . . . . . . . . . . . . . . .. .05 %
Managed Equity Fund . . . . . . . . . . . . . . . . .. .10 %
Asset Allocation Fund . . . . . . . . . . . . . . . .. .10 %

Total Fund Operating Expenses
S&P 500 Index Fund. . . . . . . . . . . . . . . . . . .30 %
Money Market Fund . . . . . . . . . . . . . . . . . . .205%
Bond Index Fund . . . . . . . . . . . . . . . . . . . .30 %
Managed Equity Fund . . . . . . . . . . . . . . . . . .60 %<F*>
Asset Allocation Fund . . . . . . . . . . . . . . . . .60 %

<FN>
- - -----------------
<F*>Investment Advisory Fees applicable to the Managed Equity
Fund decline ratably on the average daily net assets in excess of
$10 million (see page 15).
</TABLE>

Money enters the Funds through separate accounts (see page 9)
which may levy additional fees. The insurance or annuity contract
giving access to the separate account, together with a separate
account Prospectus if there is one, should be consulted for
information on such fees.

EXAMPLE

You would pay the following cumulative expenses on a $1,000
investment, assuming: (1) a 5% annual return, and (2) redemption
at the end of each time period.
<TABLE>
<CAPTION>
l Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
S&P 500 Index Fund $3.08 $ 9.66 $16.89 $38.13
Money Market Fund $2.10 $ 6.61 $11.56 $26.17
Bond Index Fund $3.08 $ 9.66 $16.89 $38.13
Managed Equity Fund $6.15 $19.27 $33.57 $75.17
Asset Allocation Fund $6.15 $19.27 $33.57 $75.17
</TABLE>

Because there is no redemption fee, you would pay the same amounts if you did
not redeem at the end of the time period specified.

This example should not be considered a representation of past or future
expenses. Actual expenses may differ from those in the example.

3
<PAGE> 35
<TABLE>
GENERAL AMERICAN CAPITAL COMPANY
FINANCIAL HIGHLIGHTS
<CAPTION>
S & P 500 INDEX FUND<F*>
--------------------------------------------------------------------------------------------------
Three
Six Year Year Year Year Year Year Year Year months
months ended ended ended ended ended ended ended ended ended
ended Decem- Decem- Decem- Decem- Decem- Decem- Decem- Decem- Decem-
June 30 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period<F1> $24.14 $17.64 $17.44 $15.88 $14.78 $11.35 $11.80 $9.09 $7.80 $10.00
-------- -------- -------- -------- -------- -------- ------- ------- ------- -------
Income from operations:
Net investment income 0.27 0.46 0.44 0.41 0.39 0.38 0.38 0.37 0.36 0.06
Net realized and unrealized gain
(loss) on investments 2.17 6.04 (0.24) 1.15 0.71 3.05 (0.83) 2.34 0.93 (2.26)
-------- -------- -------- -------- -------- -------- ------- ------- ------- -------
Net increase (decrease) in asset
value per share 2.44 6.50 0.20 1.56 1.10 3.43 (0.45) 2.71 1.29 (2.20)
-------- -------- -------- -------- -------- -------- ------- ------- ------- -------
Net asset value, end of period $26.58 $24.14 $17.64 $17.44 $15.88 $14.78 $11.35 $11.80 $9.09 $7.80
======== ======== ======== ======== ======== ======== ======= ======= ======= =======

Total return<F2> 10.10% 36.85% 1.15% 9.83% 7.45% 30.21% -3.82% 29.76% 16.65% -22.05%

Average commission rate<F4> $0.03 $0.02 $0.02 $0.03 $0.03 $0.03 <F5> <F5> <F5> <F5>

<F*>This Fund formerly known as the Equity Index Fund.

4
<PAGE> 36

<TABLE>
GENERAL AMERICAN CAPITAL COMPANY
FINANCIAL HIGHLIGHTS
<CAPTION>
MONEY MARKET FUND
--------------------------------------------------------------------------------------------------
Three
Six Year Year Year Year Year Year Year Year months
months ended ended ended ended ended ended ended ended ended
ended Decem- Decem- Decem- Decem- Decem- Decem- Decem- Decem- Decem-
June 30 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period<F1> $16.34 $15.42 $14.80 $14.36 $13.85 $13.04 $12.03 $10.98 $10.18 $10.00
Income from operations:
Net investment income 0.44 0.92 0.62 0.44 0.51 0.81 1.01 1.05 0.80 0.18
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net asset value, end of period $16.78 $16.34 $15.42 $14.80 $14.36 $13.85 $13.04 $12.03 $10.98 $10.18
======= ======= ======= ======= ======= ======= ======= ======= ======= =======

Total return<F2> 2.67% 5.96% 4.21% 3.07% 3.71% 6.19% 8.43% 9.56% 7.76% 1.86%

<FN>
Notes:
<F1> Components are computed and accumulated on a daily basis.
<F2> Total return is not annualized for three months ended December 31, 1987. The total return information shown in this
table does not reflect expenses that apply to the separate accounts investing in the Fund or to the insurance or
variable annuity contracts. Inclusion of these charges would reduce the total return figures for all periods shown.
<F3> Computed on an annualized basis.
<F4> A portfolio turnover rate is not calculated for securities on which the maturity or expiration dates at the time of
acquisition were one year or less.

5
<PAGE> 37
<TABLE>
GENERAL AMERICAN CAPITAL COMPANY
FINANCIAL HIGHLIGHTS
<CAPTION>
BOND INDEX FUND<F1>
-------------------------------------------------------------------------------------------------
Three
Six Year Year Year Year Year Year Year Year months
months ended ended ended ended ended ended ended ended ended
ended Decem- Decem- Decem- Decem- Decem- Decem- Decem- Decem- Decem-
June 30 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period<F2> $20.59 $17.30 $18.03 $16.33 $15.32 $13.44 $12.32 $11.17 $10.46 $10.00
------- ------- ------- ------- ------- ------- ------- ------ ------ ------
Income from operations:
Net investment income 0.63 1.25 1.06 1.07 1.09 1.08 1.03 0.98 0.90 0.22
Net realized and unrealized gain
(loss) on investments (1.01) 2.04 (1.79) 0.63 (0.08) 0.80 0.09 0.17 (0.19) 0.24
------- ------- ------- ------- ------- ------- ------- ------ ------ ------
Net increase (decrease) in
asset value per share (0.38) 3.29 (0.73) 1.70 1.01 1.88 1.12 1.15 0.71 0.46
------- ------- ------- ------- ------- ------- ------- ------ ------ ------
Net asset value, end of period $20.21 $20.59 $17.30 $18.03 $16.33 $15.32 $13.44 $12.32 $11.17 $10.46
======= ======= ======= ======= ======= ======= ======= ====== ====== ======

Total return<F3> -1.86% 19.02% -4.04% 10.39% 6.57% 14.00% 9.09% 10.32% 6.78% 4.60%

6
<PAGE> 38
<TABLE>
GENERAL AMERICAN CAPITAL COMPANY
FINANCIAL HIGHLIGHTS
<CAPTION>
MANAGED EQUITY FUND
-------------------------------------------------------------------------------------------------
Three
Six Year Year Year Year Year Year Year Year months
months ended ended ended ended ended ended ended ended ended
ended Decem- Decem- Decem- Decem- Decem- Decem- Decem- Decem- Decem-
June 30 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period<F1> $20.93 $15.69 $16.27 $14.95 $14.02 $11.10 $11.45 $8.73 $7.82 $10.00
------- ------- ------- ------- ------- ------- ------- ------- ------ ------
Income from operations:
Net investment income 0.33 0.58 0.43 0.32 0.35 0.38 0.38 0.26 0.28 0.06
Net realized and unrealized gain
(loss) on investments 1.62 4.66 (1.01) 1.00 0.58 2.54 (0.73) 2.46 0.63 (2.24)
------- ------- ------- ------- ------- ------- ------- ------- ------ ------
Net increase (decrease) in
asset value per share 1.95 5.24 (0.58) 1.32 0.93 2.92 (0.35) 2.72 0.91 (2.18)
------- ------- ------- ------- ------- ------- ------- ------- ------ ------
Net asset value, end of period $22.88 $20.93 $15.69 $16.27 $14.95 $14.02 $11.10 $11.45 $8.73 $7.82
======= ======= ======= ======= ======= ======= ======= ======= ====== ======

Total return<F2> 9.33% 33.37% -3.58% 8.87% 6.66% 26.23% -2.99% 31.07% 11.62% -21.76%

Average commission rate<F4> $0.04 $0.04 $0.03 $0.04 $0.04 $0.07 <F5> <F5> <F5> <F5>

<FN>
Notes:
<F1> Components are computed and accumulated on a daily basis.
<F2> Total return is not annualized for three months ended December 31, 1987. The total return information shown in this
table does not reflect expenses that apply to the separate accounts investing in the Fund or to the insurance
or variable annuity contracts. Inclusion of these charges would reduce the total return figures for all periods shown.
<F3> Computed on an annualized basis.
<F4> Computed only for accounts holding equity securities.
<F5> Information is not available.

The information in this table, except the June 30, 1996 information, has been audited by KPMG Peat Marwick LLP,
independent auditors. The independent auditors' report and additional information about the performance of the Fund
are contained in the General American Capital Company Annual Report dated December 31, 1995. The unaudited June 30,
1996 information and additional information about the performance of the Fund are contained in the General American
Capital Company Semi-Annual Report dated June 30, 1996. The annual report and semi-annual report are not included with
this prospectus but may be obtained without charge.
</TABLE>

7
<PAGE> 39
<TABLE>
GENERAL AMERICAN CAPITAL COMPANY
FINANCIAL HIGHLIGHTS
<CAPTION>
ASSET ALLOCATION FUND
-------------------------------------------------------------------------------------------------
Three
Six Year Year Year Year Year Year Year Year months
months ended ended ended ended ended ended ended ended ended
ended Decem- Decem- Decem- Decem- Decem- Decem- Decem- Decem- Decem-
June 30 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31 ber 31
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period<F1> $23.20 $18.00 $18.74 $17.11 $16.04 $13.39 $13.07 $10.90 $10.05 $10.00
------- ------- ------- ------- ------- ------- ------- ------ ------ ------
Income from operations:
Net investment income 0.45 0.82 0.68 0.60 0.62 0.65 0.69 0.60 0.57 0.14
Net realized and unrealized gain
(loss) on investments 1.13 4.38 (1.42) 1.03 0.45 2.00 (0.37) 1.57 0.28 (0.09)
------- ------- ------- ------- ------- ------- ------- ------ ------ ------
Net increase (decrease) in
asset value per share 1.58 5.20 (0.74) 1.63 1.07 2.65 0.32 2.17 0.85 0.05
------- ------- ------- ------- ------- ------- ------- ------ ------ ------
Net asset value, end of period $24.78 $23.20 $18.00 $18.74 $17.11 $16.04 $13.39 $13.07 $10.90 $10.05
======= ======= ======= ======= ======= ======= ======= ====== ====== ======

Total return<F2> 6.82% 28.88% -3.95% 9.55% 6.66% 19.81% 2.47% 19.91% 8.44% 0.47%

Average commission rate<F4> $0.04 $0.03 $0.03 $0.04 $0.06 $0.07 <F5> <F5> <F5> <F5>

The information in this table, except the June 30, 1996 information, has been audited by KPMG Peat Marwick LLP,
independent auditors. The independent auditors' report and additional information about the performance of the Fund
are contained in the General American Capital Company Annual Report dated December 31, 1995. The unaudited June 30,
1996 information and additional information about the performance of the Fund are contained in the General American
Capital Company Semi-Annual Report dated June 30, 1996. The annual report and semi-annual report are not included with
this prospectus but may be obtained without charge.
</TABLE>

8
<PAGE> 40

INVESTMENT FUNDS

General American Capital Company ("Capital Company") offers five
investment funds. These are: the S&P 500 Index Fund, the Money
Market Fund, the Bond Index Fund, the Managed Equity Fund, and the
Asset Allocation Fund (collectively called "the Funds"). Capital
Company also offers two additional funds, through a separate
prospectus. The financial results of these two funds are not
expected to have any effect on Capital Company or the Funds
described in this version of its Prospectus. Capital Company may
also add or delete Funds.

Shares of the Funds are offered to separate accounts established
by General American Life Insurance Company ("General American"), a
mutual insurance company incorporated in Missouri, and its
subsidiaries, as well as to separate accounts of non-affiliated
insurance companies pursuant to the insurance laws of Missouri.
Most of these separate accounts accept funds only from employee
benefit plans. Some of the separate accounts are not registered
with the Securities and Exchange Commission ("SEC") because they
are not offered to the public at large and will not have more than
100 owners. General American Separate Accounts Two and Eleven,
however, are registered with the SEC as unit investment trusts
having Prospectuses of their own.

Shares of each Fund are both offered and redeemed at their net
asset value without the addition of any sales load or redemption
charge. See "OFFERING AND REDEMPTION OF SHARES" on pages l6 - 17.

INVESTMENT OBJECTIVES AND POLICIES

The investment objective and policies of each Fund are described
on the next few pages. The investment objective of a Fund, and
certain investment restrictions that are discussed in the Statement
of Additional Information, may be changed only with the approval of
the shareholders of each Fund that is affected by such change. The
investment policies used to achieve a Fund's objectives may be
changed by Capital Company's Board of Directors without a vote of
shareholders.

Because investment involves both opportunities for gain and risk
of loss, no assurance can be given that the Funds will achieve
their objectives. Prospective purchasers of insurance and annuity
contracts participating in the Funds should carefully review the
objectives and policies of the Funds and consider their ability to
assume the risks involved before allocating amounts to Funds other
than the General Account. An investment in any Fund should be
considered as a part of an overall investment program rather than
as a complete investment program.

9
<PAGE> 41

The Funds are subject to certain types of risk, including varying
degrees of market risk, financial risk, and current income
volatility. Market risk refers to the possibility the price of the
security will decline in response to changes in conditions in the
securities markets in general and, with particular reference to
debt securities, changes in the overall level of interest rates.
Financial risk refers to the ability of an issuer of a debt
security to pay principal and interest when due, and to the
earnings stability and overall financial soundness of an issuer of
an equity security. Current income volatility refers to the degree
and rapidity with which changes in dividend payments and the
overall level of interest rates become reflected in the level of
current income of the Funds.

THE S&P 500 INDEX FUND

INVESTMENT OBJECTIVE. The objective of the S&P 500 Fund is to
obtain investment results that parallel the price and yield
performance of publicly-traded common stocks in the aggregate. The
Fund uses the Standard & Poor's 500 Common Stock Index ("S&P 500"
or "Index") as its standard for performance comparison. The Fund
attempts to duplicate the performance of the S&P 500 and includes
dividend income as another component of the Fund's total return.
The Fund is not managed by Standard & Poor's.

INVESTMENT POLICIES. The portfolio is composed of a large number
of stock issues drawn from the S&P 500. Issues of bankrupt
companies and companies whose stock would not be eligible for
purchase under Missouri insurance law will not be purchased. The
Fund may not invest in all the stocks in the S&P 500. In attempting
to parallel the performance of the Index, the Fund uses a sector
sampling method. Sector sampling calls for the Investment Adviser
to maintain approximately the same mix of industrial sectors in the
Fund that the S&P 500 has, while not necessarily holding all of the
stocks in each S&P 500 industrial sector.

RISK FACTORS. The Fund will not seek to out-perform the chosen
Index but to match it, before consideration of fund expenses, which
means that the Fund will be allowed to decline in asset value when
the prices of most common stocks decline. This high level of market
risk is offset by the relatively low degree of risk that the large
companies whose shares are owned will encounter financial
difficulty, and the corresponding protection against financial risk
afforded by the Fund's extensive diversification. There is no
guarantee that the Fund will duplicate the performance of the
Index.

10
<PAGE> 42
THE MONEY MARKET FUND

INVESTMENT OBJECTIVE. The objective of the Money Market Fund is
to obtain the highest level of current income which is consistent
with the preservation of capital and maintenance of liquidity.

INVESTMENT POLICIES. The Fund invests only in: (1) obligations
of the U.S. Government; (2) obligations issued by agencies or
instrumentalities of the United States Government; (3) instruments
that are secured or collateralized by obligations of the United
States Government, its agencies, or its instrumentalities; (4)
short-term obligations of United States banks and savings and loan
associations and companies having assets of more than
$1,000,000,000; (5) instruments fully secured or collateralized by
such bank and savings and loan obligations; (6) dollar denominated
short-term obligations of foreign banks, foreign branches of
foreign or U.S. banks (referred to as "Eurodollars"), and short-
term obligations of U.S. branches and agencies of foreign banks
(referred to as "Yankee dollars"); (7) commercial paper and short-
term corporate debt securities rated in one of the two highest
categories for short term debt securities by at least two
nationally recognized securities rating services or one such
service if only one has rated the security (see the Appendix for a
description of commercial paper ratings); (8) corporate or other
notes guaranteed by letters of credit from banks in the United
States (satisfying the criteria described in (4), above) or
collateralized by United States Government obligations; and (9)
obligations of (i) consumer and commercial finance companies, (ii)
securities brokerage companies, (iii) leasing companies, and (iv)
insurance companies. Certain of these obligations may be variable
or floating rate instruments.

The Fund may also enter into reverse repurchase agreements when
the Adviser considers them to be advantageous to the Fund and only
for temporary liquidity purposes not to exceed 60 days, without
renewal or extension. Reverse repurchase agreements permit the
Fund to leverage its investment portfolio by selling securities
while agreeing to repurchase them at an agreed time and price. The
bankruptcy of the other party to a reverse repurchase agreement
could cause the Fund to experience delays in recovering its
securities. If, in the meantime, the value of the securities
fluctuated, the Fund could experience a loss.

The Fund will not invest in "firm commitments" or "when issued" securities.

The Fund may only invest in U.S. dollar-denominated instruments
that are determined to present minimal credit risks and that, at
the time of acquisition, are rated in one of the two highest rating
categories by at least two nationally recognized statistical rating
organizations ("NRSROs") or by the only NRSRO that has rated the
instrument, or in the case of unrated instruments, have been
determined to be of comparable quality to either of the above. The
Fund's investments must also meet the maturity and diversification
requirements applicable to money market funds.

RISK FACTORS. The principal risks associated with the investment
in the Money Market Fund are the risk of fluctuations in the short-
term interest rates, the risks associated with entering into
repurchase agreements described above, and the risk of default
among one or more issuers of securities which comprise the Fund's
assets.

11
<PAGE> 43

THE BOND INDEX FUND

INVESTMENT OBJECTIVE. The objective of the Bond Index Fund is to
provide a rate of return that reflects the performance of the
publicly-traded bond market as a whole. The Fund uses the Lehman
Brothers Government/Corporate Bond Index as its standard for
performance comparison.

RISK FACTORS. The Fund will not seek to outperform the Index but
to match it, which means the Fund's value will decline when bond
prices decline. Interest rate changes can have a powerful effect on
the value of fixed bond portfolios of this quality level and
maturity. Therefore, this Fund should be regarded as having a
moderate level of market risk and current income volatility, while
being subject to relatively little risk that the bond issuers will
default (financial risk).

THE MANAGED EQUITY FUND

INVESTMENT OBJECTIVE. The objective of the Managed Equity Fund
is to obtain long-term growth from investment in common stocks.
Securing current income is a secondary objective.

The Fund's investments are made with the philosophy that a high-
quality, diversified portfolio of undervalued securities will
outperform the market over the longer term, as well as preserve
principal in a difficult market environment. The opportunity to
purchase securities at less than their underlying value arises from
the market's less-than-perfect ability to forecast the future, plus
the market's bias toward overvaluing exciting companies and
underestimating those which are generally out of favor.

12
<PAGE> 44

Investments considered attractive for the Fund will normally have
the following characteristics:

RISK FACTORS. The composition of this Fund will change, as it is
not attempting to parallel an index of identified stocks.
Financial risk should be reduced by the active management of this
account but the Fund will be subject to the risk that the prices of
most publicly-traded stocks might decline (market risk). Portfolio
turnover (discussed on the next page) will be relatively low for
this Fund.

THE ASSET ALLOCATION FUND

INVESTMENT POLICIES. This Fund will invest in common stocks,
publicly-traded bonds of intermediate maturity, and money market
instruments. It will observe the same quality restrictions on such
investments as are observed by the related Funds which specialize
in one investment medium. The mixture of investments by type will
vary as the Investment Adviser exercises its discretion in its
effort to produce the highest total return consistent with prudence
and preservation of capital. At times, the emphasis will be on
capital growth; at other times income will be given a higher
priority than growth. The Investment Adviser will respond to
economic circumstances in structuring the portfolio, with total
return as the key factor.

INVESTMENT RESTRICTIONS

Investments of the Funds are further restricted by certain
policies that may not be changed without a vote of shareholders.
See "INVESTMENT RESTRICTIONS" in the Statement of Additional
Information.

13
<PAGE> 45
PORTFOLIO TURNOVER

The annual rate at which the composition of each Fund changes is
referred to as the portfolio turnover rate, which is defined as the
lesser of the purchases or sales of securities in a Fund stated as
a percentage of the assets in the Fund. Portfolio turnover reflects
the extent of trading in the portfolio, and trading is usually
accompanied by the payment of commissions to brokers. Commission
expenses will reduce the return on a Fund. Portfolio turnover
should vary among the different Funds, as well as over time. Actual
turnover figures are included in the Financial Highlights on pages
4 through 8.

The S&P 500 Index Fund is not likely to experience turnover in
excess of 50% per year as its portfolio will always be structured
so as to parallel the Standard & Poor's 500 stocks.

The Bond Index Fund is not likely to experience turnover in
excess of 40% as its portfolio will always be structured to
parallel the Lehman Brothers Government/Corporate Bond Index.

The Managed Equity Fund and the Asset Allocation Fund are liable
to have turnover in excess of 200% at times, as they will be
actively managed in pursuit of their objectives.

MANAGEMENT OF THE COMPANY

The Board of Directors of Capital Company is responsible for the
management of Capital Company's business and affairs, and creates
and supervises the execution of the investment policies of Capital
Company, which are administered by the Investment Adviser (Conning
Asset Management Company, formerly known as General American
Investment Management Company, an affiliate of General American
Life Insurance Company). The Investment Adviser was formed in 1982
to manage General American's separate accounts and funds of
affiliated clients. The Investment Adviser's address is 700 Market
Street, St. Louis, Missouri 63101, the same address as that of
General American. The Investment Adviser provides investment
advice and some administrative services for all of Capital
Company's Funds. In addition to selecting investments for four of
the Funds and reviewing the practices of broker-dealers buying and
selling investments for Capital Company, the Investment Adviser
oversees the performance of the sub-adviser for the Managed Equity Fund.

The manager of the S&P 500 Index Fund, Money Market Fund, Bond
Index Fund, and Asset Allocation Fund is Douglas R. Koester, CFA,
senior vice president of Conning Asset Management Company (the
Investment Adviser). He has managed each of those four Funds since
their inception October 1, 1987. Mr. Koester earned bachelor's and
master's degrees from Washington University (St. Louis, Missouri).
He has served as vice president of the Investment Adviser since 1986.

As of December 1995, the Investment Adviser provided investment
advice to 11 clients that were unaffiliated with General American,
and to 20 separate accounts of General American.

For its services to the Funds, the Investment Adviser charges a
fee that is accrued daily against each Fund. The fees charged each
Fund, except the Managed Equity Fund, stated as an annual
percentage of the average daily value of the net assets, are:

S&P 500 Index Fund . . . . . . . . . . . . . .25 %
Money Market Fund. . . . . . . . . . . . . . .125%
Bond Index Fund. . . . . . . . . . . . . . . .25 %
Asset Allocation Fund. . . . . . . . . . . . .50 %

14
<PAGE> 46

The fee charged the Managed Equity Fund is stated as a series of
annual percentages of the average daily value of the net assets of
that Fund. The current fee is .50%. The percentages decrease with
respect to assets of the Fund above certain amounts and are divided
between the Investment Adviser and the Fund's sub-adviser as
follows:

Paid to Paid to
Assets Total Fee Sub-Adviser Investment Adviser
------ --------- ----------- ------------------
First $10 million .50% .40% .10%
Next $20 million .35% .30% .05%
Balance over $30 million .30% .25% .05%

The sub-adviser for the Managed Equity Fund is Morgan Stanley
Asset Management Inc., 1221 Avenue of the Americas, 21st floor, New
York, New York 10020. Morgan Stanley is a Delaware corporation and
a wholly-owned subsidiary of Morgan Stanley Group Inc. Affiliated
companies of Morgan Stanley have been in the investment management
business with respect to stocks since 1935.

General American acts as the transfer and dividend disbursing
agent for Capital Company and performs a number of administrative
functions for Capital Company, such as recording the issuance and
redemption of shares of the company. General American values the
liabilities of each Fund; computes the daily income and net asset
value of each Fund; recommends independent auditors and custodians,
and coordinates and supervises their activities; and maintains
records not otherwise maintained. General American also prepares
and files tax returns and reports and filings that pertain to
federal and state securities laws; and schedules and plans the
agenda for meetings of Capital Company's directors and
shareholders. General American pays directors who are not
interested persons of Capital Company, including any travel
expenses they may have; costs of printing and distributing
communications to current shareholders of Capital Company;
insurance premiums; and charges and expenses of the custodian,
accountants, and counsel.

General American charges Capital Company a fee for these services
and expenses, at an annual rate based on the average daily value of
the net assets in each Fund, as follows:

15
<PAGE> 47

CAPITAL STOCK

TAXES AND DIVIDENDS

For federal income tax purposes, each Fund is treated as a
separate entity. Each Fund intends to qualify and elect to be taxed
as a "regulated investment company" under Subchapter M of the
Internal Revenue Code (the "Code"). If each Fund qualifies as a
"regulated investment company" and complies with the provisions of
the Code relieving regulated investment companies which distribute
substantially all of their net income (both ordinary income and
capital gain) from federal income tax and the 4% nondeductible
federal excise tax, each Fund will be relieved of such taxes on the
amounts distributed. (See the Statement of Additional Information
for a more detailed discussion.)

Since the sole shareholders of Capital Company will be separate
accounts of General American, separate accounts of General American
affiliates, and separate accounts of unaffiliated companies, no
discussion is included herein as to federal income tax consequences
at the shareholder level. For information concerning the federal
tax consequences to purchasers of variable annuity contracts funded
by General American Separate Account Two or of the flexible premium
variable life insurance policies funded by General American
Separate Account Eleven, see the respective Prospectuses for those
contracts or policies.

OFFERING AND REDEMPTION OF SHARES

16
<PAGE> 48
Shares are sold and redeemed at their net asset value as next
determined following receipt by a separate account of premium
payments, surrender requests under policies, loan payments,
transfer requests, and similar or related transactions. There is no
selling commission or redemption charge.

Net asset value is determined as of the close of trading (4 p.m.
Eastern time) on the New York Stock Exchange on each day during
which the Exchange is open, except the day after Thanksgiving, when
Capital Company is closed.

Occasionally, events affecting the values of such securities may
occur after the close of the New York Stock Exchange. If, during
such periods, events occur which materially affect the value of the
securities of a Fund, such securities will be valued at fair value
as determined in good faith by or under the direction of the Board
of Directors of Capital Company.

All other assets are valued at their fair value as determined in
good faith by, or under the direction of, the Board of Directors of
Capital Company.

Further discussion of asset valuation methods is included in the
Statement of Additional Information under the heading
"DETERMINATION OF NET ASSET VALUE."

PENDING LEGAL PROCEEDINGS

There are no legal proceedings pending to which Capital Company is a party.

CONTRACT OWNER AND POLICYHOLDER INQUIRIES

Inquiries should be directed to:

17
<PAGE> 49

APPENDIX

DESCRIPTION OF CORPORATE BOND RATINGS

MOODY'S INVESTORS SERVICE, INC.

Aa-Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group, they comprise what are
generally known as high grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in
Aaa securities, or fluctuations of protective elements may be of
greater amplitude, or there may be other elements present which
make the long-term risks appear somewhat larger than Aaa
securities.

B-Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments
or of maintenance of other terms of the contract over any long
period of time may be small.

Caa-Bonds which are rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger with
respect to principal or interest.

Ca-Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or
have other marked shortcomings.

C-Bonds which are rated C are the lowest class of bonds and
issues so rated can be regarded as having extremely poor prospects
of ever attaining any real investment standing.

Moody's applies numerical modifiers, 1,2, and 3, in each generic
rating classification from Aa through B in its corporate bond
rating system. The modifier l indicates that the security ranks in
the higher end of its generic rating category; the modifier 2
indicates a midrange ranking; and the modifier 3 indicates that the
issue ranks in the lower end of its generic rating category.

A-1
<PAGE> 50

STANDARD & POOR'S CORPORATION

AAA-This is the highest rating assigned by Standard & Poor's to
a debt obligation and indicates an extremely strong capacity to pay
principal and interest.

AA-Bonds rated AA also qualify as high-quality debt obligations.
Capacity to pay principal and interest is very strong, and in the
majority of instances they differ from AAA issues only in small
degree.

A-Bonds rated A have a strong capacity to pay principal and
interest, although they are somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions.

BBB-Bonds rated BBB are regarded as having an adequate capacity
to pay principal and interest. Whereas they normally exhibit
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
principal and interest for bonds in this category than for bonds in
the A category.

C-The rating C is reserved for income bonds on which no interest
is being paid.

D-Debt rated D is in default, and payment of interest and/or
repayment of principal is in arrears.

The ratings from "AA" to "B" may be modified by the addition of
a plus or minus sign to relative standing within the major rating
categories.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

Commercial paper rated A-1 by Standard & Poor's has the following
characteristics. Liquidity ratios are adequate to meet cash
requirements. Long-term senior debt is rated "A" or better,
although in some cases "BBB" credits may be allowed. The issuer has
access to at least two additional channels of borrowing. Basic
earnings and cash flow have an upward trend with allowance made for
unusual circumstances. Typically, the issuer's industry is well
established and the issuer has a strong position within the
industry. The reliability and quality of management are
unquestioned. Relative strength or weakness of the above factors
determines whether the issuer's commercial paper is rated A-1, A-2,
or A-3.

The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's Investor's Service, Inc. Among the factors
considered by Moody's in assigning ratings are the following: (1)
evaluation of the management of the issuer; (2) economic evaluation
of the issuer's industry or industries and an appraisal of
speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and
customer acceptance; (4) liquidity; (5) amount and quality of long-
term debt; (6) trends of earnings over a period of ten years; (7)
financial strength of a parent company and the relationships which
exist with the issuer; and (8) recognition by the management of
obligations which may be presented or may arise as a result of
public interest questions and preparations to meet such
obligations.

A-2
<PAGE> 51

PART B

GENERAL AMERICAN CAPITAL COMPANY
700 Market Street
St. Louis, MO 63101
(314) 231-1700

A No-Load Series Company
with an

S&P 500 Index Fund, Investing in Stocks
Contained in the Standard & Poor's 500 Index,

Money Market Fund, Investing
Primarily in Money Market Instruments,

Bond Index Fund, Investing Primarily in Bonds,

Managed Equity Fund, Investing Primarily in Stocks,

International Index Fund (formerly known as the International
Equity Fund), Investing in Stocks Contained in the Morgan Stanley
Capital International, Europe, Australia, and Far East ("EAFE") Index,

Mid-Cap Equity Fund (formerly known as the Special Equity Fund),
Investing in Stocks of Companies with Medium Levels of
Capitalization to Obtain Capital Appreciation,

Asset Allocation Fund, Investing in Whatever Combination of
Stocks, Bonds, and Money Market Investments is Expected to
Produce the Highest Return.

This Statement of Additional Information is not a Prospectus but supplements,
and should be read in conjunction with the Prospectus for General American
Capital Company. It is incorporated by reference into the Prospectus. A copy
of the Prospectus may be obtained from the Company at the address and telephone
number above.
B-1
<PAGE> 52
The date of the Prospectus to which this Statement of Additional Information
relates is January 1, 1997.

The date of this Statement of Additional Information is January 1, 1997.

B-2
<PAGE> 53

<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
Business History . . . . . . . . . . . . . . . . . . . . . . B-5

Investment Restrictions. . . . . . . . . . . . . . . . . . . B-5

Description of Certain Investments . . . . . . . . . . . . . B-8
United States Government Obligations. . . . . . . . . . B-8
Bank Obligations. . . . . . . . . . . . . . . . . . . . B-9
Repurchase Agreements . . . . . . . . . . . . . . . . . B-10
Reverse Repurchase Agreements . . . . . . . . . . . . . B-11
Commercial Paper. . . . . . . . . . . . . . . . . . . . B-11
Stock Index Futures Contracts . . . . . . . . . . . . . B-12
Forward Foreign Currency Transactions . . . . . . . . . B-14

Investment Advisory and Other Services . . . . . . . . . . . B-16
Investment Advisory Agreement and
Sub-Advisory Agreement. . . . . . . . . . . . . . . . . B-16
Accountants . . . . . . . . . . . . . . . . . . . . . . B-19
Custodian . . . . . . . . . . . . . . . . . . . . . . . B-19
Custodian for International Index Fund. . . . . . . . . B-19
Payment of Expenses . . . . . . . . . . . . . . . . . . B-20

Portfolio Transactions and Brokerage Allocations . . . . . . B-20

Management of the Company. . . . . . . . . . . . . . . . . . B-22

Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . B-25

Fund Ownership . . . . . . . . . . . . . . . . . . . . . . . B-26

Persons Controlled by or under Common Control with
Registrant. . . . . . . . . . . . . . . . . . . . . . . . . B-26

Offering and Redemption of Shares. . . . . . . . . . . . . . B-26

Determination of Net Asset Value . . . . . . . . . . . . . . B-27

Money Market Yield Information . . . . . . . . . . . . . . . B-29

Taxes and Dividends. . . . . . . . . . . . . . . . . . . . . B-30

Additional Information . . . . . . . . . . . . . . . . . . . B-32
Legal Matters . . . . . . . . . . . . . . . . . . . . . B-32

B-3
<PAGE> 54
Reports . . . . . . . . . . . . . . . . . . . . . . . . B-32
Other Information . . . . . . . . . . . . . . . . . . . B-32

Financial Statements . . . . . . . . . . . . . . . . . . . . B-32
</TABLE>

B-4
<PAGE> 55

BUSINESS HISTORY

General American Capital Company ("Company") is an open-ended
diversified management investment company established by General
American Life Insurance Company ("General American") to provide
for the investment of assets of separate accounts of General
American and affiliated insurance companies as well as for the
investment of assets of separate accounts of insurance companies
not affiliated with General American. Currently, shares are
offered to General American Separate Account Two, General
American Separate Account Eleven, unregistered separate accounts
of General American, separate accounts of RGA Reinsurance
Company, Security Equity Life Insurance Company, Cova Financial
Services Life Insurance Company, Cova Financial Life Insurance
Company, and First Cova Life Insurance Company, all affiliates of
General American. Separate Account Two's assets represent
payments for variable annuity contracts, as do the assets of the
Cova separate accounts. Separate Account Eleven's assets and
those of RGA Reinsurance Company, and Security Equity Life
Insurance Company are derived from premium payments made to
purchase and continue flexible premium variable life insurance
policies. The unregistered separate accounts hold funds for tax-
qualified employee benefit plans, or variable life contracts sold
to a limited number of wealthy and sophisticated purchasers.

INVESTMENT RESTRICTIONS

The following investment restrictions are fundamental policies of
the Company and may not be changed without approval of a majority
of the outstanding shares of each affected Series (or "Fund").
Each restriction applies to each Fund of the Company unless
otherwise indicated. A change in policy affecting only one Fund
may be effected with the approval of a majority of the
outstanding shares of that Fund only. (As used in the Prospectus
and this Statement of Additional Information, the term "majority
of the outstanding voting shares" means the lesser of: (1) 67%
of the shares represented at a meeting at which more than 50% of
the outstanding shares are represented; or (2) more than 50% of
the outstanding shares.) A Fund will not:

1. Invest more than 10% of the value of the total assets of the
Fund in securities that are not readily marketable, such as
repurchase agreements having a maturity of more than seven days
and securities which are secured by interests in real estate.
This restriction does not apply to obligations issued or

B-5
<PAGE> 56

guaranteed by the United States government, its agencies, or
instrumentalities and does not apply to the International Index
Fund's entrance into forward foreign currency contracts as
described herein;

In determining the liquidity of Rule 144A Securities, which are
unregistered securities offered to qualified institutional
buyers, and interest-only and principal-only fixed mortgage-
backed securities (IOs and POs) issued by the United States
government or its agencies and instrumentalities, the investment
manager, under guidelines established by the board of directors
of the Company, will consider any relevant factors including the
frequency of trades, the number of dealers willing to purchase or
sell the security, and the nature of marketplace trades.

In determining the liquidity of commercial paper issued in
transactions not involving a public offering under Section 4(2)
of the Securities Act of 1933, as amended, the investment
manager, under guidelines established by the board of directors
of the Company, will evaluate relevant factors such as the issuer
and the size and nature of its commercial paper programs, the
willingness and ability of the issuer or dealer to repurchase the
paper, and the nature of the clearance and settlement procedures
for the commercial paper.

2. Invest more than 5% of the value of the total assets of the
Fund in equity securities that are not readily marketable;

3. Invest in real estate, although it may buy securities of
companies which deal in real estate and securities which are
secured by interests in real estate, including interests in real
estate investment trusts;

4. Invest in commodities or commodity contracts, except to the
extent provided in Item 14 below;

5. Purchase securities of other investment companies if, as a
result, the Fund would own more than 3% of the total outstanding
voting stock of any one investment company, or more than 5% of
the Fund's assets would be invested in any one investment
company, or more than 10% of the Fund's assets would be invested
in investment company securities. These limitations do not apply
to securities acquired in connection with a merger,
consolidation, acquisition, or reorganization, or by purchase in
the open market of securities of closed-end investment companies

B-6
<PAGE> 57

where no underwriter or dealer's commission or profit, other than
customary broker's commission, is involved, and so long as
immediately thereafter not more than 10% of such Fund's total
assets, taken at market value, would be invested in such
securities;

6. Make loans, except by the purchase of debt obligations
customarily distributed privately to institutional investors, and
except that the Fund may buy repurchase agreements and the
International Index Fund may enter into forward foreign currency
contracts as described herein;

7. As to 75% of the value of the total assets of the Fund,
invest more than 5% of the value of such assets in securities of
any one issuer, except that this restriction shall not apply to
securities issued or guaranteed by the United States government,
its agencies, or instrumentalities;

8. As to 75% of the value of the total assets of the Fund,
invest in more than 10% of the outstanding voting securities of
any one issuer;

9. Act as an underwriter of securities of other issuers, except
to the extent that it may be deemed to be an underwriter in
reselling securities, such as restricted securities, acquired in
private transactions and subsequently registered under the
Securities Act of 1933, as amended;

10. Borrow money, except that the Money Market Fund may enter
into reverse repurchase agreements with banks and except that, as
a temporary measure for extraordinary or emergency purposes (such
as to permit the Fund to honor redemption requests without being
required to dispose of investments in an inopportune or untimely
manner) and not for investment purposes, any Fund may borrow from
banks up to 5% of its assets taken at cost, provided in each case
that the total borrowings have an asset coverage, based on value,
of at least 300% and except that the International Index Fund
may enter into forward foreign currency contracts in accordance
with its investment policies;

11. Issue securities senior to its common stock except to the
extent set out in paragraph 10 above;

12. Sell securities short, or maintain a short position provided
that the International Index Fund's use of forward foreign

B-7
<PAGE> 58

currency contracts as described herein shall not be deemed to be
selling securities short or to be maintaining a short position;

13. Buy securities on margin, except that it may obtain such
short-term credits as may be necessary for the clearance of
purchases and sales of securities provided that margin payments
and other deposits in connection with the International Index
Fund's use of forward foreign currency contracts shall not be
deemed to constitute purchasing securities on margin;

14. Invest in or write puts, calls, straddles, or spreads.
However, this restriction shall not prohibit the Funds (other
than the Money Market Fund) from writing, selling, or purchasing
futures contracts in order to close transactions or to hedge
against market risk or interest rate movements nor shall it
prohibit the International Index Fund from entering into forward
foreign currency contracts as described herein; nor

15. Invest in companies for the purpose of exercising control of
management. If a percentage restriction is adhered to at the
time of investment, a later increase or decrease in percentage
beyond the specified limit resulting from a change in values of
portfolio securities or amount of net assets shall not be
considered a violation of the restrictions.

In addition to the investment restrictions described above, the
Funds will comply with restrictions contained in any current
insurance laws in order that the assets of insurance company
separate accounts may be invested in Fund shares.

DESCRIPTION OF CERTAIN INVESTMENTS

The following is a description of certain types of investments
which may be made by the Funds:

UNITED STATES GOVERNMENT OBLIGATIONS

All of the Funds may invest in United States government
obligations. These consist of both United States government
securities and government agency securities.

Various types of marketable securities are issued by the United
States Treasury, that is, bills, notes, and bonds. Such
securities are direct obligations of the United States government
and differ mainly in the length of their maturity. Treasury
bills, the most frequently issued marketable government security,

B-8
<PAGE> 59

have a maturity of up to one year and are issued on a discount
basis. Treasury notes have maturities of more than one and up to
ten years. Treasury bonds have maturities of ten years or more.

Government agency securities are the various types of instruments
currently outstanding or which may be offered in the future
issued by agencies and instrumentalities of the United States
government. Agencies include, among others, the Federal Housing
Administration, Government National Mortgage Association, Farmers
Home Administration, Export-Import Bank of the United States,
Maritime Administration, General Services Administration, and
Tennessee Valley Authority. Instrumentalities include, for
example, the Central Bank for Cooperatives, Federal Home Loan
Banks, Federal Home Loan Mortgage Corporation, Federal
Intermediate Credit Banks, Federal Land Banks, and the United
States Postal Service. A Fund will purchase such securities only
so long as they are either guaranteed by the United States
Treasury (e.g., Government National Mortgage Association
mortgage-backed securities) or supported by the issuing agency's
or instrumentality's credit or right to borrow from the United
States Treasury (e.g., Federal National Mortgage Association
Discount Notes). Not all securities issued by agencies or
instrumentalities of the United States government have a
guarantee representing the full faith and credit of the United
States government.

BANK OBLIGATIONS

All of the Funds may acquire obligations of banks, which include
certificates of deposit, time deposits, and bankers' acceptances.

Certificates of deposit are generally short-term, interest-
bearing negotiable certificates issued by banks or savings and
loan associations against funds deposited in the issuing
institution.

Time deposits are funds in a bank or other financial institution
for a specified period of time at a fixed interest rate for which
a negotiable certificate is not received.

A bankers' acceptance is a time draft drawn on a bank which
unconditionally guarantees to pay the draft at its face amount on
the maturity date. A bank customer, which is also liable for the
draft, typically uses the funds represented by the draft to
finance the import, export, or storage of goods.

B-9
<PAGE> 60

The Funds will not invest in any security issued by a commercial
bank unless the bank is organized and operating in the United
States, has total assets of at least $1 billion, and is a member
of the Federal Deposit Insurance Corporation.

REPURCHASE AGREEMENTS

All of the funds may invest in repurchase agreements.

A repurchase agreement customarily obligates the seller, at the
time it sells securities to the Fund, to repurchase the
securities at a mutually agreed-upon time and price. The total
amount received on repurchase would be calculated to exceed the
price paid by the Fund, the difference reflecting an agreed upon
interest rate to the settlement date that would not necessarily
be related to the interest rate on the underlying securities.
The differences between the total amount to be received upon
repurchase of the securities and the price which was paid by the
Fund upon their acquisition are accrued as interest and included
in the Fund's net income as dividends. The Company has the right
to sell securities subject to repurchase agreements but would be
required to deliver identical securities upon maturity of the
repurchase agreements unless the seller fails to pay the
repurchase price. No Fund will sell securities subject to
repurchase agreements prior to the agreement's maturity unless it
is advantageous for the Fund to do so.

During the holding period of a repurchase agreement, the seller
must provide additional collateral if the market value of the
obligation falls below the repurchase price. If a Fund acquires
a repurchase agreement and then the seller defaults at a time
when the value of the underlying securities is less than the
obligation of the seller, the Company could incur a loss. If the
seller defaults or becomes insolvent, a Fund could experience
delays in recovering its money, may fail to recover part or all
of its investment, and may incur costs in disposing of securities
used as collateral. The Funds will enter into repurchase
agreements only with sellers that the Investment Adviser,
applying criteria established by the board of directors of the
Company, believes to present minimal credit risks.

B-10
<PAGE> 61

REVERSE REPURCHASE AGREEMENTS

The Money Market Fund and the Asset Allocation Fund may enter
into reverse repurchase agreements.

Reverse repurchase agreements involve the sale of money market
securities held by the Fund pursuant to an agreement to
repurchase the securities at an agreed upon price, date, and
interest payment. Both Funds may use the proceeds of reverse
repurchase agreements for the following purposes: (1) to cover
net redemptions, (2) to avoid a premature sale of securities, and
(3) to purchase other money market securities which either
mature, or can be sold under an agreement to resell, at or prior
to the expiration of the reverse repurchase agreement. The Funds
will generally utilize reverse repurchase agreements when the
interest income to be earned from the investment of proceeds from
the transaction is expected to be greater than the interest
expense of the reverse repurchase transaction. When effecting
reverse repurchase transactions, the Funds will hold cash and
liquid securities in a segregated account at a custodian bank
with a dollar value equal to the Fund's obligations under the
reverse repurchase agreements.

COMMERCIAL PAPER

Commercial paper involves an unsecured obligation that is usually
sold on a discount basis and has a maturity at the time of
issuance of one year or less. On the date of investment by the
Fund, such paper must be rated in the highest category for short
term debt securities by at least two nationally recognized
securities rating services such as Standard & Poor's or Moody's
Investor's Services (or by one such rating service, if only one
such rating service has rated the security). The Fund can invest
in unrated commercial paper if the Board of Directors of the
Company determines, in accordance with the procedures of Rule 2a-
7, that the unrated security is of comparable quality to rated
securities.

Commercial paper rated A-1 by Standard & Poor's has the following
characteristics: (1) the issuer's liquidity ratios are adequate
to meet cash requirements and its long-term senior debt is rated
"A" or better, although in some cases "BBB" credits may be
allowed; (2) the issuer has access to at least two additional
channels of borrowing; (3) basic earnings and cash flow of the
issuer have an upward trend, with allowances made for unusual

B-11
<PAGE> 62

circumstances; (4) typically, the issuer's industry is well
established and the issuer has a strong position within the
industry; and (5) the reliability and quality of management are
unquestioned. Relative strength or weakness of the above factors
determines whether the issuer's commercial paper is rated A-1, A-
2, or A-3.

The rating Prime-1 ("P-1") is the highest commercial paper rating
assigned by Moody's Investor's Service, Inc. Among the factors
considered by Moody's in assigning ratings are the following:
(1) evaluation of the management of the issuer; (2) economic
evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks that may be inherent in
certain areas; (3) evaluation of the issuer's products in
relation to competition and customer acceptance; (4) liquidity;
(5) amount and quality of long-term debt; (6) trends of earnings
over a period of ten years; (7) financial strength of any parent
company and the relationships that exist with the issuer; and (8)
recognition by the management of obligations that may be
presented or may arise as a result of public interest questions
and preparations to meet such obligations.

STOCK INDEX FUTURES CONTRACTS

The S&P 500 Index Fund and International Index Fund may purchase
stock index futures for the purpose of hedging against an
increase in the price of securities it intends to purchase, or
sell stock index futures for the purpose of hedging against a
decline in values of securities the Funds already own.

A stock index future obligates the seller to deliver (and the
purchaser to take) an amount of cash equal to a specific dollar
amount times the difference between the value of a specific stock
index at the close of the last trading day of the contract and
the price at which the agreement is made. No physical delivery
of the underlying stocks in the index is made. The S&P 500 Index
Fund and International Index Fund intend to purchase and sell
futures contracts on the Standard & Poor's 500 Index and the
EAFE Index, respectively.

No consideration will be paid or received by a Fund upon the
purchase or sale of a futures contract. Initially, a Fund will
be required to deposit with the broker an amount of cash or cash
equivalents equal to 5% to 10% of the contract amount. This
amount is subject to change by the exchange board of trade on

B-12
<PAGE> 63

which the contract is traded and members of such exchange board
of trade may charge a higher amount. This amount is known as
"initial margin," and is in the nature of a performance bond or
good faith deposit on the contract which is returned to the Fund
upon termination of the futures contract, assuming all
contractual obligations have been satisfied. Subsequent payments
to and from the broker, known as "variation margin," will be made
daily as the price of the index or securities underlying the
futures contract fluctuates, making the long and short positions
in the futures contract more or less valuable, a process known as
"marking-to-market." At any time prior to the expiration of a
futures contract, a Fund may elect to close the position by
taking an opposite position, which will operate to terminate the
Fund's existing position in the contract.

Although the S&P 500 Index Fund and the International Index Fund
intend to purchase or sell futures contracts only if market
conditions are favorable, no assurance can be given that a liquid
market will exist for the contracts at any particular time. Most
futures exchanges and boards of trade limit the amount of
fluctuation permitted in futures contracts during a single
trading day. Once the daily limit has been reached in a
particular contract, no trade may be made that day at a price
beyond that limit. Futures contract prices could move to the
daily limit for several consecutive trading days with little or no
trading, thereby preventing prompt liquidation of futures positions
and subjecting some futures traders to substantial losses. In such
event and in the event of adverse price movements, a Fund would be
required to make daily cash payments of variation margin. In such
circumstances, an increase in the value of the portion of the
portfolio being hedged, if any, may offset partially or completely
losses on the futures contract.

There can be no assurance of a Fund's success at using stock
index futures as a hedging device. One risk arises because of
the imperfect correlation between movements in the price of the
stock index future and movements in the price of the securities
that are the subject of the hedge. The risk of imperfect
correlation increases as the composition of the Fund's securities
portfolio diverges from the securities included in the index. If
the price of the stock index future moves less than the price of
the securities which are the subject of the hedge, the hedge will
not be fully effective but, if the price of the securities being
hedged were to move in an unfavorable direction, the Fund would
be in a better position than if it had not hedged at all. If the

B-13
<PAGE> 64

price of the securities being hedged were to move in a favorable
direction, this advantage would be partially offset by changes in
the future's value. If the price of the future were to move more
than the price of the stock, the Fund would experience either a
loss or a gain on the future which would not be completely offset
by movements in the price of the securities which are the subject
of the hedge.

When futures are purchased to hedge against a possible increase
in the price of stocks before a Fund is able to invest its cash
(or cash equivalents) in stocks in an orderly fashion, it is
possible that the market may decline instead; if the Fund then
decides not to purchase hedged stocks because of the concern as
to possible further market decline or for other reasons, the Fund
would realize a loss on the futures contract that would not be
offset by a reduction in the price of securities purchased.

FORWARD FOREIGN CURRENCY TRANSACTIONS

The value of the assets of the International Index Fund as
measured in United States dollars may be affected favorably or
unfavorably by changes in foreign currency exchange rates and
exchange control regulations, and the Fund may incur costs in
connection with conversions between various currencies.

The International Index Fund may use forward contracts to
purchase or sell foreign currencies in an effort to control some
of the uncertainties of foreign currency exchange rate
fluctuations. A forward foreign currency exchange contract will
involve an obligation by the Fund to purchase or sell a specific
amount of currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the
parties, at a price set at the time of the contract. These
contracts are transferable in the interbank market conducted
directly between currency traders (usually large commercial
banks) and their customers. A forward contract generally has no
deposit requirements, and no commissions are charged at any stage
for trades. Forward foreign currency transactions will not
eliminate fluctuations in the prices of the Fund's securities or
prevent loss if the prices of such securities should decline.

The International Index Fund may enter into forward foreign
currency exchange contracts only under two circumstances. First,
when the Fund enters into a contract for the purchase or sale of
a security denominated in a foreign currency, it may desire to

B-14
<PAGE> 65

"lock in" the United States dollar price of the security. The
Fund will then enter into a forward contract for the purchase or
sale, for a fixed amount of dollars, of the amount of foreign
currency involved in the underlying securities transactions. In
this manner the Fund will be better able to protect itself
against a possible loss resulting from an adverse change in the
relationship between the United States dollar and the subject
foreign currency during the period between the date the
securities are purchased or sold and the date on which payment is
made or received.

Second, when the Fund's Investment Adviser believes that the
currency of a particular foreign country may suffer a substantial
decline against the United States dollar, it may enter into a
forward contract to sell, for a fixed amount of dollars, the
amount of foreign currency approximating the value of some or all
of the Fund's securities denominated in such foreign currency.
The precise matching of the forward contract amounts and the
value of the securities involved will not generally be possible
since the future value of such securities in foreign currencies
will change as a consequence of market movements in the value of
those securities between the date the forward contract is entered
into and the date it matures. The projection of short-term
currency market movement is extremely difficult, and the
successful execution of short-term hedging strategy is highly
uncertain. The Fund does not intend to enter into such forward
contracts under this second circumstance on a regular or
continuous basis. The Fund will also not enter into such forward
contracts or maintain a net exposure to such contracts when the
consummation of the contracts would obligate the Fund to deliver
an amount of foreign currency in excess of the value of the
Fund's securities or other assets denominated in that currency.
The Investment Adviser believes that it is important to have the
flexibility to enter into such forward foreign currency contracts
when it determines that to do so is in the best interests of the
Fund. The Fund's custodian bank segregates cash or equity or
debt securities in amounts not less than the value of the Fund's
total assets committed to forward foreign currency exchange
contracts entered into under this second type of transaction. If
the value of the securities segregated declines, additional cash
or securities are added so that the segregated amount is not less
than the amount of the Fund's commitments with respect to such
contracts. Under normal circumstances, the Fund expects that any
appreciation or depreciation on such forward exchange contracts
will be approximately offset by the depreciation or appreciation

B-15
<PAGE> 66

in translation of the underlying foreign investment arising from
fluctuations in foreign currency exchange rates.

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISORY AGREEMENT AND SUB-ADVISORY AGREEMENT

The Company has entered into an Investment Advisory Agreement
with Conning Asset Management Company, formally known as General
American Investment Management Company ("Investment Adviser"),
with respect to all of its current Funds. The Company and
Investment Adviser have also executed an investment sub-advisory
agreement with Morgan Stanley Asset Management Inc. ("Morgan
Stanley") with regard to the Managed Equity Fund.

During the year from January 1, 1995 through December 31, 1995,
the Investment Adviser charged Company's Funds these amounts:
<TABLE>
<S> <C>
S&P 500 Index Fund $520,640
Money Market Fund $87,548
Bond Index Fund $76,571
Managed Equity Fund $140,974
Asset Allocation Fund $333,640
International Equity Fund<F1> $33,616
Special Equity Fund<F2> $20,543
</TABLE>
Investment Adviser is wholly owned by General American Holding
Company which, in turn, is wholly owned by General American Life
Insurance Company. Morgan Stanley is a wholly-owned subsidiary
of Morgan Stanley Group Inc., a Delaware corporation which
engages in the securities business through a number of
subsidiaries both inside and outside the United States.

Richard A. Liddy, Matthew P. McCauley, and Leonard M. Rubenstein
are each affiliated with both the Company and with General
American Life Insurance Company. Mr. McCauley and Mr. Rubenstein
are also affiliated with Investment Adviser and all three men are
directors and officers of General American Holding Company.

[FN]
- - ------------------------
<F1>The International Equity Fund was the predecessor to the
International Index Fund.

<F2>The Special Equity Fund was the predecessor to the Mid-Cap Equity Fund.

B-16
<PAGE> 67

The investment advisory agreement between the Company and
Investment Adviser (the "Investment Advisory Agreement") provides
that Investment Adviser, subject to control and review by the
Company's board of directors, is responsible for the overall
management and supervision of each Fund and for providing certain
administrative services to the Company. (See "MANAGEMENT OF THE
COMPANY" in the Prospectus.) Morgan Stanley makes
recommendations as to which securities should be bought or sold
for the Managed Equity Fund, in all cases subject to
review by Investment Adviser and, ultimately, by the Company's
board of directors. Morgan Stanley is responsible for the
selection of brokers and has discretion to execute securities
transactions on behalf of the Funds as to which it is sub-
adviser.

Investment Adviser and Morgan Stanley may provide investment
advice to other clients, including, but not limited to, mutual
funds, individuals, pension funds and institutional investors.
Occasions may arise when combined sales or purchases of
securities are made for more than one client in order to obtain
favorable execution and low brokerage commissions. It is the
practice of Investment Adviser and Morgan Stanley to allocate
such purchases or sales insofar as feasible among their several
clients in a manner they deem equitable and consistent with their
legal obligations. The goal in making allocations is achieving
the same average price for the principal factors which each
company considers in making such allocation are the investment
objectives of the clients, the relative size of the holdings of
each client of the same or comparable securities, and the
availability in each client's account of funds for investment.
Despite these precautions, there may be circumstances when
purchases and sales of securities for one or
more clients will have an adverse effect on other clients,
including a Fund of the Company.

For its services to the Funds, Investment Adviser charges a fee
which is accrued daily against each Fund. The fees charged each
Fund, except the Managed Equity Fund, stated as an annual
percentage of the average daily value of the Fund's net assets,
are:
<TABLE>
<S> <C>
S&P 500 Index Fund .25 percent
Money Market Fund .125 percent
Bond Index Fund .25 percent
Asset Allocation Fund .50 percent
</TABLE>

B-17
<PAGE> 68

The fee charged the International Index Fund and the Mid-Cap
Equity Fund is stated as a series of annual percentages of the
average daily value of the net assets of the funds. The
percentages decrease with respect to assets of the Funds above
certain amounts, as follows:
<TABLE>
<CAPTION>
Fund Assets Percentage
- - ---- ------ ----------
<S> <C> <C>
International Index First $10 million .50 percent
Fund Next $10 million .40 percent
Balance over $20 million .30 percent

Mid-Cap Equity Fund First $10 million .55 percent
Next $10 million .45 percent
Balance over $20 million .40 percent
</TABLE>

The fee charged the Managed Equity Fund is stated as a series of
annual percentages of the average daily value of the net assets
of that Fund. The percentages decrease with respect to assets of
the Fund above certain amounts and are divided between Investment
Adviser and Morgan Stanley, as follows:

<TABLE>
<CAPTION>
Paid to
Paid to Investment
Assets Percentage Morgan Stanley Adviser
- - ------ ---------- -------------- ----------
<S> <C> <C> <C>
First $10 million .50 percent .40% .10%
Next $20 million .35 percent .30% .05%
Balance over $30 .30 percent .25% .05%
million
</TABLE>

Investment Adviser is responsible for payment of the fee to
Morgan Stanley. Morgan Stanley received from Investment Adviser,
as compensation, a fee as described above for serving as sub-
adviser to the Managed Equity Fund. Under this arrangement
Morgan Stanley earned $117,002.70 during 1995.

The Investment Advisory Agreement also obliges Investment Adviser
to perform certain administrative services which are described
more completely in the Prospectus. Neither Investment Adviser
nor Morgan Stanley is responsible for providing trading desk
services or valuations of assets for any Fund. As to the

B-18
<PAGE> 69

performance of these functions, and how the Company pays for
them, see "PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATIONS," in
this Statement of Additional Information.

The Investment Advisory Agreement was approved at the annual
meeting of shareholders of the Company held July 22, 1993 and was
amended pursuant to shareholder approval on December 16, 1996.
The Investment Sub-Advisory Agreement with Morgan Stanley was
approved at the annual meeting of shareholders of the Company
held July 24, 1991. These agreements will continue in effect
henceforth from year to year with respect to each such Fund if
approved annually: (1) by the board of directors of the Company
or by a majority of the outstanding shares of that Series, as
determined pursuant to the Investment Company Act of 1940 (the
"1940 Act"); and (2) by a majority of the board of directors of
the Company who are not interested persons, within the meaning of
the 1940 Act, of any party to such agreements. The
agreements are not assignable and may be terminated without
penalty on 60 days' written notice at the option of any party or,
with respect to any Fund, by the requisite vote of the
shareholders of that Fund. See "CAPITAL STOCK" in this Statement
of Additional Information.

ACCOUNTANTS

KPMG Peat Marwick LLP have been selected as the independent
public accountants of the Company, subject to annual ratification
by the Company's shareholders.

CUSTODIAN

The Bank of New York, 110 Washington Street, New York, NY acts by
itself or in conjunction with Depository Trust Company as
custodian of all of the funds.

All securities which are eligible for deposit at Depository Trust
Company of New York, 55 Water Street, New York, NY are deposited
there, in the name and account of the custodian.

CUSTODIAN FOR INTERNATIONAL INDEX FUND

The custodian for all securities and assets of the International
Index Fund is The Bank of New York. Securities purchased for the
Fund outside of the United States may be maintained in the
custody of foreign banks and trust companies which are members of

B-19
<PAGE> 70

The Bank of New York's international custodian network and
foreign depositories (foreign sub-custodians) used by such
members. The Bank of New York has been approved by the Company's
board of directors in accordance with regulations under the
Investment Company Act of 1940. If foreign sub-custodians are
used they too will be reviewed and approved by the Board.

The board of directors of the Company will review, at least
annually, whether it is in the best interests of the Fund and its
shareholders to maintain the Fund's assets in each custodial
institution. However, with respect to foreign sub-custodians,
there can be no assurance that the Fund and the value of its
shares, will not be adversely affected by acts of foreign
governments, financial or operational difficulties of the foreign
sub-custodians, difficulties and costs of pursuing legal remedies
against the foreign sub-custodians, or application of foreign law
to the Fund's foreign sub-custodial arrangements. Accordingly,
an investor should be aware that non-investment risks attendant
to holding assets abroad may exceed those associated with
investing in the United States.

PAYMENT OF EXPENSES

General American Life Insurance Company has paid the organization
costs of the Company as well as the cost of certain
administrative expenses, and it may be reimbursed by the Company
for the cost of other administrative expenses, as described in
the Prospectus under the heading "MANAGEMENT OF THE COMPANY."

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATIONS

Under the Investment Advisory Agreement, Investment Adviser has
responsibility for selecting the broker-dealers through which
securities are to be purchased and sold for most of the Funds,
subject to the general control of the board of directors. Morgan
Stanley has the primary responsibility for selecting brokers and
supervising transactions for the Managed Equity Fund. No
brokerage commissions were paid on behalf of the Money Market
Fund or the Bond Index Fund.

The Money Market Fund's investments are usually purchased on a
principal basis directly from issuers, underwriters, or dealers.
Accordingly, minimal brokerage charges are expected to be paid on
such transactions. Purchases from an underwriter generally

B-20
<PAGE> 71

include a commission or concession paid by the issuer, and
transactions with a dealer usually include the dealer's mark-up.

In placing orders for securities transactions, Investment
Adviser's policy is to attempt to obtain the most favorable price
and efficient execution available. Investment Adviser, subject
to the review of the Company's board of directors, may pay more
than the lowest possible commission in order to obtain better
than average execution of transactions or valuable investment
research information, or both. Research information ordinarily
consists of assessments and analyses of the business or prospects
of a company, industry, or economic sector. In the opinion of
Investment Adviser, improved execution and investment research
information will benefit the performance of each of the Funds.

Investment Adviser evaluates factors relating to the liquidity of
commercial paper issued in transactions not involving a public
offering under Section 4(2) of the Securities Act of 1933.

Factors considered include the nature and the size of the issuer
and its commercial paper programs, the willingness and ability of
the issuer or dealer to repurchase the paper, and the nature of
the clearance of settlement procedures for the paper.

When selecting broker-dealers to execute portfolio transactions,
Investment Adviser considers factors including the rate of
commission or size of the broker-dealer's "spread;" the size and
difficulty of the order; the nature of the market for the
security, the reliability, financial condition, and general
execution and operational capabilities of the broker-dealer; and
the research, statistical, and economic data furnished by the
broker-dealer to Investment Adviser. In some cases, Investment
Adviser may use such information to assist other investment
accounts that it advises and not exclusively for the Funds.
Brokers or dealers which supply research may be selected for
execution of transactions for such other accounts, while the data
may be used by Investment Adviser in providing investment
advisory services to the Funds.

To the best knowledge of management, no director or officer of
the Company, of Investment Adviser, or any person affiliated with
either of them has any material direct or indirect interest in
any broker employed by or on behalf of the Company.

B-21
<PAGE> 72

MANAGEMENT OF THE COMPANY

The directors and officers of the Company, their addresses, their
positions with the Company, and their principal occupations for
the past five years are set forth below:

<TABLE>
<CAPTION>
Position Principal Occupations
Held With During the Past
Name, Address, and Age Registrant Five Years
- - ---------------------- ---------- ---------------------
<S> <C> <C>
Theodore M. Armstrong (57) Director Senior Vice President-
424 South Woods Mill Road Finance and
Chesterfield, MO 63017-3467 Administration and Chief
Financial Officer, Angelica
Corporation, St. Louis,
Missouri. (Uniform manufacture
and sale, and laundry
business).

Alan C. Henderson (50) Director Executive Vice President
7733 Forsyth Blvd. and Chief Financial
Suite 1700 Officer, RehabCare
St. Louis, MO 63105 Corporation, St. Louis,
Missouri (Disability
rehabilitation business).

<F*>Richard A. Liddy (61) President Chairman, President, and
700 Market Street and Director Chief Executive Officer,
St. Louis, MO 63101 General American Life
Insurance Company, St.
Louis, Missouri, Jan.
1995 to present. President
and Chief Executive Officer,
May 1992 to Jan. 1995.

<F*>Matthew P. McCauley (54) Director Associate General Counsel
700 Market Street and Secretary and Vice President
St. Louis, MO 63101 General American Life
Insurance Company, St.
Louis, Missouri.

Harry E. Rich (56) Director Executive Vice President

B-22
<PAGE> 73

8300 Maryland Avenue and Chief Financial
St. Louis, MO 63105 Officer, Brown Group, Inc.

<F*>Leonard M. Rubenstein (50) Treasurer Chief Executive Officer,
700 Market Street Conning Asset Management
St. Louis, MO 63101 Company; Executive
Vice President-Investments,
General American Life
Insurance Company,
St. Louis, Missouri.

John W. Barber (59) Controller Vice President and
13045 Tesson Ferry Road Controller, General
St. Louis, MO 63128 American Life Insurance
Company, St. Louis,
Missouri

<FN>
<F*>Messrs. Liddy, McCauley, and Rubenstein are "interested
persons" within the meaning of Section 2(a)(19) of the 1940 Act
since Mr. Liddy is President, Mr. McCauley is a Vice President,
and Mr. Rubenstein is an Executive Vice President of General
American Life Insurance Company. Mr. McCauley is also General
Counsel of Investment Adviser. Mr. Rubenstein is Chief Executive
Officer, Chairman, and a Director of Investment Adviser.
</TABLE>

B-23
<PAGE> 74

Management Compensation
<TABLE>
<CAPTION>
*******************************************************************************************
* NAME, TOTAL TOTAL COMPENSATION *
* POSITION WITH COMPENSATION FROM THE COMPANY *
* THE COMPANY FROM THE COMPANY<F*> AND FUND COMPLEX<F**> *
*******************************************************************************************
<S> <C> <C>
Theodore M. Armstrong $5,500 $8,000
Director

Alan C. Henderson $5,500 $8,000
Director

Richard A. Liddy 0 0
Director and Chairman

Matthew P. McCauley 0 0
Director and Secretary

Harry E. Rich $5,500 $8,000
Director

Leonard M. Rubenstein 0 0
Treasurer

<FN>
- - ---------------------------------
<F*>Compensation is the sum paid in 1995.

<F**>Includes compensation from The Walnut Street Prime Reserve
Fund, operated by an affiliate of General American Life Insurance
Company.
</TABLE>

B-24
<PAGE> 75

CAPITAL STOCK

The Company is authorized to issue five hundred million
(500,000,000) shares of capital stock having a par value of one
cent ($.01) per share. Of these authorized shares, one hundred
twenty million (120,000,000) have been allocated to the
respective series of stock issued by each of the Company's Funds,
with the balance of the authorized stock available for allocation
as needed in the future.

The present allocations, which are subject to revision by the
board of directors of the Company, are:

<TABLE>
<CAPTION>
Shares Series
------ ------
<S> <C>
40,000,000 S&P 500 Index Fund
20,000,000 Money Market Fund
10,000,000 Bond Index Fund
20,000,000 Managed Equity Fund
10,000,000 International Index Fund
10,000,000 Mid-Cap Equity Fund
10,000,000 Asset Allocation Fund
</TABLE>

The assets received by the Company for the issuance or sale of
shares of each Fund, and all income, earnings, profits and
proceeds thereof, are specifically allocated to each Fund. They
constitute the underlying assets of each Fund, are required to be
segregated on the books of account, and are to be charged with
the expenses of such Fund. Any assets that are not clearly
allocable to a particular Fund or Funds will be allocated in a
manner determined by the board of directors. General American
performs the daily valuations of assets in each Fund. Accrued
liabilities which are not clearly allocable to one or more Funds
will generally be allocated among the Funds in proportion to
their relative net assets before adjustment for such unallocated
liabilities. Each issued and outstanding share in a Fund is
entitled to participate equally in dividends and distributions
declared with respect to such Fund, and in the net assets of such
Fund remaining after satisfaction of outstanding liabilities upon
liquidation or dissolution.

The shares of each Fund, when issued, will be fully paid and non-
assessable, will have no preference, preemptive, conversion,

B-25
<PAGE> 76

exchange, or similar rights, and will be freely transferable.
Shares do not have cumulative voting rights.

FUND OWNERSHIP

Officers and Trustees own less than 1% of the Fund's outstanding
shares.

PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Shares of the Funds are sold to separate accounts of General
American Life Insurance Company and affiliated insurance
companies to fund the benefits under certain variable life
insurance policies and variable annuity contracts as well as to
separate accounts of unaffiliated insurance companies. As of the
date hereof, all shares of the Funds were held by General
American Life Insurance Company and affiliated insurance
companies.

The purchasers of insurance contracts participating in a separate
account that is registered with the Securities and Exchange
Commission (a "Registered Separate Account") and invests in one
of the Funds will have the right to instruct the insurance
company from whom they purchased the contract with respect to the
voting of the Registrant's shares which are held by the separate
account on behalf of insurance contract holders. Shares
attributable to policies for which no instructions are received,
and shares that are owned by the insurance company but not
attributable to policies funded by registered separate accounts,
will be voted by the insurance company on each issue in the same
proportion as shares for which there are instructions.

General American Life Insurance Company may form additional
separate accounts which may invest in some or all of the Funds,
or its subsidiaries may form such separate accounts. In
addition, unaffiliated insurance companies may direct that their
separate accounts invest in some or all of the Funds.

OFFERING AND REDEMPTION OF SHARES

The Company is currently offering shares of each Fund without
sales charge and at each Fund's net asset value per share, which
is determined in the manner set forth below under "DETERMINATION
OF NET ASSET VALUE." Shares in the Company's Funds are sold
directly to the separate accounts purchasing the shares; there is

B-26
<PAGE> 77

no underwriter or distributor. General American Life Insurance
Company pays any distribution expenses and costs (that is, those
arising from any activity which is primarily intended to result
in the sale of shares issued by the Company), including expenses
and costs attributable to the Company, which are related to the
printing and distributing of prospectuses and periodic reports to
new or prospective owners of policies except for such costs which
are attributable to sales to non-affiliates of General American
Life Insurance Company.

The Company redeems all full and fractional shares of its Funds
at the net asset value per share applicable to each Fund next
calculated after the redemption request is received. See
"DETERMINATION OF NET ASSET VALUE" below.

Payment upon redemption is made in cash and ordinarily will occur
within seven days of receipt of a proper notice of redemption.
The right to redeem shares or to receive payment with respect to
any redemption of shares of any Fund may only be suspended: (1)
for any period during which trading on the New York Stock
Exchange is restricted or such Exchange is closed, other than
customary weekend and holiday closings; (2) for any period during
which an emergency exists as a result of which disposal of
securities or determination of the net asset value of that Fund
is not reasonably practicable; or (3) for such other periods as
the Securities and Exchange Commission may by order permit for
the protection of shareholders of that Fund.

DETERMINATION OF NET ASSET VALUE

The net asset value of the shares of each Fund of the Company is
determined at the close of trading on the New York Stock Exchange
immediately after the declaration by the Company of dividends, if
any, on each day during which the New York Stock Exchange is open
for business, except the day after Thanksgiving, when the Company
is closed. The net asset value per share of each Fund is
computed by dividing the sum of the value of the securities held
by that Fund, plus any cash or other assets and minus all
liabilities, by the total number of outstanding shares of that
Fund at such time. Any expenses borne by the Company, including
the investment management fee payable to Investment Adviser, are
accrued daily, except for extraordinary or non-recurring
expenses. See "INVESTMENT ADVISORY AND OTHER SERVICES - PAYMENT
OF EXPENSES," above.

B-27
<PAGE> 78

Fund securities which are traded on national stock exchanges are
valued at the composite sale price on all exchanges as of the
close of business of the New York Stock Exchange on the day prior
to the day on which the securities are being valued. In the
absence of any reported sales, Fund securities are valued at the
latest available bid price. Securities traded in the over-the-
counter market for which closing sale prices are available are
valued at such prices. Over-the-counter securities for which
closing sales prices are not available are valued at the latest
bid price. Securities and assets for which market quotations are
not readily available are valued at fair value as determined in
good faith by or under the direction of the board of directors of
the Company.

The value of a foreign security held by the International Index
Fund is determined based upon its sale price on the foreign
exchange or market on which it is traded and in the currency of
that market, as of the close of the appropriate exchange or, if
there have been no sales during the day, at the mean of the
closing bid and asked prices. Trading in securities on exchanges
and over-the-counter markets in Europe, Australia, and the Far
East is normally completed at various times prior to 3:00 p.m.
St. Louis time, the current closing time of the New York Stock
Exchange. Trading on foreign exchanges may not take place on
every day the New York Stock Exchange is open. Conversely,
trading in various foreign markets may take place on days when
the New York Stock Exchange is not open and on other days when
the Fund's net asset value is not calculated. Consequently, the
calculation of the net asset value for the Fund may not occur
contemporaneously with the determination of the most current
market prices of the securities included in such calculation. In
addition, the value of the net assets held by the Fund may be
significantly affected on days when shares are not available for
purchase or redemption.

Quotations of foreign securities in foreign currencies are
converted into the U.S. dollar equivalents at the prevailing
market rates as compared by The Bank of New York, custodian of
the assets of the International Index Fund at the close of
business on the New York Stock Exchange (currently 3:00 p.m., St.
Louis time).

Debt instruments with maturities of 60 days or more will be
valued at their market price and there will be no attempt made to
keep the value of a share in any Fund constant.

B-28
<PAGE> 79

Debt instruments with a remaining maturity of less than 60 days
held by any of the Funds are valued on an amortized cost basis.
Under this method of valuation, the security is initially valued
at cost on the date of purchase or, in the case of securities
purchased with 60 days or more remaining to maturity, the market
value at the beginning of the 59th day prior to maturity.
Thereafter, straight line amortization of discount or premium is
assumed until maturity regardless of the impact of fluctuating
interest rates on the market value of the security. While
valuation at amortized cost provides a more consistent rate of
return, it may result in periods during which the price which
could be received upon sale of the instrument is higher or lower
than its amortized cost value. If for any reason the fair value
of any security is not fairly reflected through the amortized
cost method of valuation, such security will be valued by market
quotations, if available, or otherwise as determined in good
faith by or under the direction of the board of directors of the
Company.

MONEY MARKET YIELD INFORMATION

The Company may make current yield and effective yield quotations
available for the Money Market Fund. The Money Market Fund's
yield is its investment income, less expenses, expressed as a
percentage of assets on an annualized basis for a seven-day
period. The yield is expressed as a simple annualized yield and
as a compounded effective yield.

The simple annualized yield is computed by determining the net
change (exclusive of realized gains and losses from the sale of
securities and unrealized appreciation and depreciation) in the
value of a hypothetical pre-existing account having a balance of
one share at the beginning of the seven-day period, subtracting a
hypothetical charge reflecting deductions from the account,
dividing the net change in account value by the value of the
account at the beginning of the period, and annualizing the
resulting quotient (base period return) on a 365-day basis (i.e.,
multiplying it by 365/7). The net change in unit value reflects
the value of additional shares purchased with dividends from the
original shares in the account during the seven-day period,
dividends declared on such additional shares during the period,
and expenses accrued during the period.

B-29
<PAGE> 80

The compounded effective yield is computed by determining the
unannualized base period return, adding one to the base period
return, raising the sum to a power equal to 365 divided by seven,
and subtracting one from the result, as follows:

365/7
Effective yield = [(seven day period return + 1) ] - 1

The Money Market Fund's actual yields will fluctuate, and are not
necessarily indicative of future actual yields. Actual yields
will depend on such variables as portfolio quality, average
portfolio maturity, the type of portfolio instruments in which
investments are made, changes in interest rates on money market
instruments, portfolio expenses and other factors. Because the
Fund's actual yields will fluctuate, such information may not
provide a basis for comparison with bank deposits, other
investments which pay a fixed yield for a stated period of time,
or other investment companies which may use a different method of
determining yield. In addition, the yield quotation does not
reflect the charges deducted from the Separate Accounts (see the
prospectus for the variable life insurance policies or annuity
contracts funded by the Company). If these charges were deducted
to reflect the effective yield to a policy owner, that yield
would be lower than the yield calculated for the Money Market
Fund.

TAXES AND DIVIDENDS

For federal income tax purposes, each Fund of the Company is
treated as a separate entity. Each Fund intends to qualify and
elect to be taxed as a "regulated investment company" under
certain provisions of the Internal Revenue Code (the "Code"). If
a Fund qualifies as a "regulated investment company," and
complies with the provisions of the Code relieving regulated
investment companies which distribute substantially all of their
net income (both net ordinary income and net capital gain) from
federal income tax, it will be relieved from such tax on the part
of its net ordinary income and net realized capital gain which it
distributes to shareholders. To qualify for treatment as a
"regulated investment company," each Fund must, among other
things, derive in each taxable year at least 90 percent of its
gross income from dividends, interest, payments with respect to
securities loans, and gains from the sale or other disposition of
stock or securities or foreign currencies (subject to the
authority of the Secretary of the Treasury to exclude foreign

B-30
<PAGE> 81

currency gains which are not ancillary to the Fund's principal
business of investing in stock or securities or options and
futures with respect to such stock or securities), or other
income (including but not limited to gains from options, futures,

or forward contracts) derived with respect to its investing in
such stocks, securities, or currencies. In addition, to qualify
as a "regulated investment company," each Fund must derive less
than 30% of its gross income in each taxable year from gains
(without deduction for losses) from the sale or other disposition
of securities held for less than three months.

The federal tax laws impose a four percent nondeductible excise
tax on each regulated investment company with respect to an
amount, if any, by which such company does not meet distribution
requirements specified in such tax laws. Each Fund of the
Company intends to comply with such distribution requirements and
thus does not expect to incur the four percent nondeductible
excise tax.

Since the sole shareholders of the Company will be separate
accounts of General American and separate accounts of General
American affiliates and, possibly in the future, separate
accounts of unaffiliated insurance companies, there is no
discussion herein as to the federal income tax consequences at
the shareholder level.

B-31
<PAGE> 82

ADDITIONAL INFORMATION

LEGAL MATTERS

Sutherland, Asbill & Brennan, Washington, DC, has provided advice
on certain matters relating to the federal securities laws.

REPORTS

Annual and semi-annual reports containing financial statements of
the Company, as well as proxy soliciting material for the
Company, will be sent to owners of policies participating in the
Funds.

OTHER INFORMATION

This Statement of Additional Information and the Prospectus for
the Company do not contain all the information set forth in the
Registration Statement and exhibits relating thereto, which the
Company has filed with the Securities and Exchange Commission,
Washington, DC, under the Securities Act of 1933 and the
Investment Company Act of 1940. Anyone seeking further
information should refer to the Registration Statement and its
exhibits.

FINANCIAL STATEMENTS

The audited financial statements for the Company, including the
notes thereto, are included in the Annual Report to Shareholders
of the Company for the fiscal year ended December 31, 1995. The
unaudited financial statements for the Company, including the
notes thereto, are included in the Semi-Annual Report to
Shareholders of the Company for the six month period ended June
30, 1996. All such financial statements are incorporated herein
by reference. You may receive a copy of such financial
statements without charge upon request to General American
Capital Company at the address and phone number shown on the
cover of this Statement of Additional Information.

B-32
<PAGE> 83

Part C

Financial Statements and Exhibits. . . . . . . . . . . . . . C-1
Persons Controlled by or Under Common Control
with Registrant. . . . . . . . . . . . . . . . . . . . . . C-3
Number of Holders of Securities. . . . . . . . . . . . . . . C-3
Indemnification. . . . . . . . . . . . . . . . . . . . . . . C-3
Business and Other Connections of Investment Adviser . . . . C-5
Location of Accounts and Records . . . . . . . . . . . . . . C-12
Management Services. . . . . . . . . . . . . . . . . . . . . C-12
Undertakings . . . . . . . . . . . . . . . . . . . . . . . . C-13

Exhibit 5b-Form of Amendment No. 1 to the Investment
Advisory Agreement . . . . . . . . . . . . . . . . . . . . C-16
Exhibit 10-Opinion and Consent of Counsel. . . . . . . . . . C-18
Exhibit 11a-Consent of Counsel . . . . . . . . . . . . . . . C-19
Exhibit 11b-Consent of Certified Public Accountant . . . . . C-20

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) FINANCIAL STATEMENTS. Financial statements for
the Company are incorporated into Part B of this Registration
Statement by reference from the Annual Report to Shareholders of
the Company for the fiscal year ended December 31, 1995, as filed
with the Commission pursuant to Rule 30a-1 and the Semi-Annual
Report to Shareholders of the Company for the six month period
ended June 30, 1996, as filed with the Commission pursuant to
Rule 30b1-1.

(b) EXHIBITS

1) Articles of Incorporation 2
2) Bylaws 1
5a) Investment Advisory Contracts 5
Investment Sub-Advisory Contract with Morgan Stanley
Asset Management, Inc. 5

5b) Form of Amendment No. 1 to the Investment Advisory Agreement
8) Custodian Agreement 6
10) Opinion and Consent of Counsel - filed herewith
11a) Consent of Counsel - filed herewith
11b) Consent of the Certified Public Accountant - filed
herewith
13) Stock Subscription Agreement with General American Life
regarding Asset Allocation Fund 1
16) Diagram of Subsidiaries of General American Life
Insurance Company - filed herewith
17) Management Services Agreement 2

C-1
<PAGE> 84

18) Powers of Attorney for:

Theodore M. Armstrong 4
Alan C. Henderson 3
Richard A. Liddy 6
Harry E. Rich 8

******

1 Filed with Registration Statement, 12 November 1986
2 Filed with Pre-Effective Amendment No. 1 to the Registration
Statement, 25 June 1987
3 Filed with Post-Effective Amendment No. 4, April 1990
4 Filed with Post-Effective Amendment No. 5, 25 April 1991
5a Filed with Post-Effective Amendment No. 6, 23 April 1992
6 Filed with Post-Effective Amendment No. 7, 1 December 1992
7 Filed with Post-Effective Amendment No. 8, 28 April 1993
8 Filed with Post-Effective Amendment No. 9, 29 April 1994

C-2

<PAGE> 85

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT

Because as of the date hereof all of the shares of the Funds are
held by separate accounts of General American Life Insurance
Company and its affiliates, General American Life Insurance
Company may be said to control the Company. "Echo voting," the
practice under which General American Life Insurance Company
solicits instructions from purchasers of insurance contracts for
voting shares of the Company, and votes shares attributable to
unregistered separate accounts in accordance with the
instructions received, means that this control is not exercised.
Nevertheless, a schedule of General American Life Insurance
Company's corporate organization is attached. No financial
statements for any of these companies is included in the
Company's Registration Statement because the company is owned and
controlled by the purchasers of participating registered separate
accounts.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES
<TABLE>
<CAPTION>
(1) (2)
Number of Record
Holders as of
Title of Class December 31, 1995
- - -------------- -----------------
<S> <C>
S&P 500 Index Fund Capital Stock Three
($.01 par value)
Money Market Fund Capital Stock Thirteen
($.01 par value)
Bond Index Fund Capital Stock Three
($.01 par value)
Managed Equity Fund Capital Stock Three
($.01 par value)
Asset Allocation Fund Capital Stock Four
($.01 par value)
International Index Fund Capital Stock Two
($.01 par value)
Mid-Cap Equity Fund Capital Stock Two
($.01 par value)
</TABLE>

ITEM 27. INDEMNIFICATION

Reference is made to Article Eight of the Registrant's Articles
of Incorporation, filed previously as Exhibit 1 to this
Registration Statement, and to Article 11 of the Registrant's

C-3
<PAGE> 86

Bylaws (Exhibit 2). The Articles and Bylaws provide that the
Registrant will indemnify its directors and officers to the
extent permitted or required by Maryland law. A resolution of
the board of directors specifically approving payment or
advancement of expenses to an officer is required by the Bylaws.
Indemnification may not be made if the director or officer has
incurred liability by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of duties in the conduct
of his office ("Disabling Conduct"). The means of determining
whether indemnification shall be made are either: (1) a final
decision by a court or other body before whom the proceeding is
brought that the director or officer was not liable by reason of
Disabling Conduct; or (2) in the absence of such a decision, a
reasonable determination, based on a review of the facts, that
the director or officer was not liable by reason of Disabling
Conduct. Such latter determination may be made either by: (a)
vote of a majority of a quorum of directors who are neither
interested persons (as defined in the 1940 Act) nor parties to
the proceeding or (b) any other reasonable and fair means
consistent with the objectives outlined in the Registrant's
Bylaws. The advancement of legal expenses may not occur unless
the director or officer agrees to repay the advance (if it is
determined that he is not entitled to the indemnification) and
one of three other conditions is satisfied: (1) he provides
security for his agreement to repay; (2) the Registrant is
insured against loss by reason of lawful advances; or (3) a
majority of a quorum of the directors who are not interested
persons and are not parties to the proceedings, determine that
there is reason to believe that the director or officer will be
found entitled to indemnification.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("the Act") may be permitted to directors,
officers, and controlling persons of the Registrant pursuant to
the foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter

C-4
<PAGE> 87

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
the Act and will be governed by the final adjudication of such
issue.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Conning Asset Management Company, formally known as General
American Investment Management Company, ("Investment Adviser")
was incorporated in Missouri on 13 September 1982. It is
registered as an investment adviser with the Securities and
Exchange Commission and the State of Missouri. It is a wholly-
owned subsidiary of General American Holding Company which, in
turn, is wholly-owned by General American Life Insurance Company.

Investment Adviser serves as investment adviser to all of the
General American Life Insurance Company separate accounts.
Investment Adviser also has clients which are not affiliated with
General American Life Insurance Company.

<TABLE>
<CAPTION>
Name of Director or Position at Other Business
Officer of Conning Conning Asset Profession, Vocation,
Asset Management Management or Employment
Company Company during Past Two Years
- - ------------------- ------------- ---------------------
<S> <C> <C>
Douglas R. Koester Senior Vice Senior Portfolio Manager
President Vice President, General
and Director American Life Insurance
Company; Treasurer and
Director of Cova
Corporation; Chief
Investment Officer and
Director of Cova
Investment Advisory
Corporation (IL); and
Director of Conning
Corporation

Matthew P. McCauley General Associate General
Counsel Counsel and Vice
President, General
American Life Insurance

C-5
<PAGE> 88
<S> <C> <C>
Company. Also, Director,
Vice President, General
Counsel, and Secretary
for several other General
American subsidiaries
all at 700 Market Street,
St. Louis, MO 63101,
including Equity Intermediary
Company, Red Oak Realty
Company, and White Oak
Royalty; except General
American Holding Company,
13045 Tesson Ferry Road,
St. Louis, MO 63128; Paragon
Life Insurance Company,
100 S. Brentwood, St.
Louis, MO 63105. General
Counsel and Secretary,
Reinsurance Group of America,
Incorporated, 660 Mason
Ridge Center Drive,
St. Louis, MO 63141.
Director and Secretary,
General American Capital
Company, Cova
Corporation; Assistant
Secretary and Director,
Cova Financial Services
Life Insurance Company,
Cova Financial Life Insurance
Company, and First Cova
Life Insurance Company.
General Counsel and
Secretary, Conning Corporation.
Director for RGA Reinsurance
Company, Walnut Street
Advisers, Inc. and Walnut
Street Securities, Inc.,
Suite 220, 1801 Park 270
Drive, St. Louis, MO
63146. Secretary to The
Walnut Street Funds, Inc.

C-6
<PAGE> 89
<S> <C> <C>
Leonard M. Rubenstein Chief Executive Vice President
Executive and Director, General
Officer and American Life Insurance
Director Company. Also, Director
of several General American
subsidiaries, all at 700
Market Street, St. Louis,
MO 63101; except Paragon
Life and General American
Holding Company, whose
addresses are given for
Mr. McCauley. Treasurer,
General American Capital
Company. Senior Vice
President-Investments,
Treasurer, and Director,
Reinsurance Group of
America, Incorporated,
whose address was previously
listed under Mr. McCauley.
Chairman and Director,
Cova Financial Services
Life Insurance Company,
Cova Financial Services
Life Insurance Company,
Cova Financial Life
Insurance Company, First
Cova Life Insurance Company,
Cova Investment Advisory
Corporation, and Cova
Investment Allocation
Corporation. Chief Executive
Officer, Chairman, and
Director for Conning
Corporation. Director for
the following: General Life
Insurance Company,
Security Equity Life Insurance
Company, BHIF America de Vida
Seguros S.A. (Chile), Manantial

C-7
<PAGE> 90
<S> <C> <C>
Seguros de Vida S.A.
(Argentina), Red Oak
Royalty Company, General
Life Insurance Company
of America, and RGA
Reinsurance Company,
Secretary and Director
for RGA Sudamerica S.A.

Maurice W. Slayton President and Director of GAN National
Director Insurance Company, and
GAN North American Insurance
Company, 120 Wall Street,
New York, NY 10005;
Director of Cox Insurance
Holdings Plc., 34 Leadenhall
Street, London, EC3A 1AT,
England; Director of MedSpan,
Inc., 55 Farmington
Avenue, Suite 601, Hartford,
CT 06105; President/CEO,
Director of Conning &
Company, CityPlace II,
185 Asylum Street,
Hartford, CT 06103;
Director of Tennant
Risk Services, Inc.,
CityPlace II, 185 Asylum
Street, Hartford, CT 06103;
Director of PennCorp
Financial, 745 Fifth Avenue,
Suite 500, New York, NY
10151; Director of Arlberg
Holding Company, Inc. 520
Pike Street, 20th Floor,
Seattle, WA 98104-4004;
Director of Robert Plan
Corporation, 8 Freer
Street, Lynbrook, NY
11563; Director
and President of
Conning Corporation,
700 Market Street, St.
Louis, MO 63101.

C-8
<PAGE> 91
<S> <C> <C>
Mark E. Hansen Executive Vice Director of Western
President and Indemnity Insurance
Director Company, 820 Gessner,
Suite 1000, Houston,
TX 77279; Director of
Conning, Inc. and
Conning Corporation,
700 Market Street, St.
Louis, MO 63101.
Executive Vice President
and Director of
Conning & Company, 185
Asylum Street, Hartford,
CT 06103.

Donald L. McDonald Senior Vice Senior Vice President of
President Conning & Company, 185
Asylum Street, Hartford,
CT 06103.

Michael D. McLellan Senior Vice President of Red Oak
President and Realty and White Oak
Director Realty, 700 Market
Street, St. Louis, MO
63101; and Director of
Conning Corporation,
700 Market Street, St.
Louis, MO 63101.

David N. Reid Senior Vice Senior Vice President of
President Conning & Company, 185
Asylum Street, Hartford,
CT 06103.

William C. Shenton Senior Vice Senior Vice President of
President Conning & Company, 185
Asylum Street, Hartford,
CT 06103.

C-9
<PAGE> 92
<S> <C> <C>
Joann T. Tanaka Senior Vice Director of Conning
President Corporation, 700 Market
and Director Street, St. Louis, MO 63101.

Fred M. Schpero Vice President, Secretary of Conning,
Secretary and Inc.; Vice President of
Chief Financial Conning Corporation; and
Officer Vice President, Secretary
and Chief Financial
Officer of Conning & Company,
185 Asylum St., Hartford,
CT 06103.
</TABLE>

The investment sub-adviser for the Managed Equity Fund is Morgan Stanley
Asset Management Inc., a wholly-owned subsidiary of Morgan Stanley Group Inc.

<TABLE>
<CAPTION>
Name of Director
or Officer of Other Business
Morgan Stanley Position at Profession, Vocation,
Asset Management Morgan Stanley or Employment during
Inc. Management Inc. Past Two Years
- - ---------------- --------------- --------------------
<S> <C> <C>
James M. Allwin President Managing Director, Morgan
and Director Stanley & Co.
Incorporated; President of
Morgan Stanley Realty Inc.,;
head of Morgan Stanley &
Co. Incorporated's Merchant
Banking and Venture
Capital Divisions; member of
Morgan Stanley Group, Inc.'s
Operating Committee.

Barton M. Biggs Chairman and Managing Director, Morgan
Director Stanley & Co.
Incorporated; Morgan Stanley
Group Inc.; Morgan Stanley Asset
Management Limited, Chairman
and Director, The India
Magnum Fund

C-10
<PAGE> 93
<S> <C> <C>
N.V.; Morgan Stanley Off-Shore
Investment Company Ltd.; Morgan
Stanley Emerging Markets Funds,
Inc., The Latin American Discovery
Fund, Inc., Morgan Stanley
Africa Investment Funds, Inc. and
Morgan Stanley Asia-Pacific
Fund, Inc., Morgan Stanley India
Investment Fund, Inc., Morgan
Stanley Emerging Markets Debt Fund,
Inc. and Morgan Stanley Africa
Investment Fund, Inc., Member of
the International Advisory Council
of The Thailand Fund; Chairman,
Morgan Stanley Fund, Inc.

Gordon S. Gray Director Managing Director, Morgan
Stanley & Co. Incorporated
and Director, Morgan Stanley
Asset Management Limited.

Peter A. Nadosy Vice Chairman Managing Director, Morgan
and Director Stanley & Co.
Incorporated; Director, Morgan
Stanley Asset Management Limited;
Morgan Stanley; Morgan Stanley
Off-Shore Investment Company Ltd.;
Morgan Stanley High Yield
Institutional Portfolio. Advisory
Director of Collateralized
Bond Obligations N.V.; Central
Secured Investments N.V.;
YCM Investments N.V.; Chairman,
Morgan Stanley High Yield
Fund, Inc.,

C-11
<PAGE> 94
<S> <C> <C>
and Morgan Stanley Global
Opportunity Bond Funds, Inc.

Dennis G. Sherva Director Managing Director,
Morgan Stanley & Co.
Incorporated. Chairman
of the Morgan Stanley
Emerging Growth Portfolio.

</TABLE>

ITEM 29. PRINCIPAL UNDERWRITER

Not applicable.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

The following entities prepare, maintain, and preserve the
records required by Section 31(a) of the 1940 Act for the
Registrant. These services are provided to the Registrant
through written agreements between the parties to the effect that
such services will be provided to the Registrant for such periods
prescribed under the 1940 Act and such records will be
surrendered promptly on request. General American Life Insurance
Company, 700 Market Street, St. Louis, Missouri 63101 will serve
as custodian of the books and records for the Registrant and in
such capacity will keep records regarding securities, bank
statements, and canceled checks.

General American Life Insurance Company, 700 Market Street, St.
Louis, Missouri will serve as transfer agent of the Registrant
and in such capacity will keep shareholder's account records,
canceled stock certificates, and all other records required by
Section 31(a) of the Act.

ITEM 31. MANAGEMENT SERVICES

General American Life Insurance Company will provide any
management services needed by the Company and will charge the
Company fees based on calculations using its cost accounting
procedures.

C-12
<PAGE> 95

ITEM 32. UNDERTAKINGS

Registrant's undertaking concerning indemnification for
liabilities arising under the Securities Act of 1933 is set forth
in Item 27.

C-13
<PAGE> 96

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant has duly
caused this Post-Effective Amendment No. 12 to this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Louis, and State of Missouri, on
November 1, 1996.

GENERAL AMERICAN CAPITAL COMPANY

Attest: By: /s/ Richard A. Liddy
-------------------------------
Richard A. Liddy, President

/s/ Matthew P. McCauley
- - ------------------------------
Matthew P. McCauley, Secretary

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

SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Richard A. Liddy President and Director 11/1/96
- - ------------------------- (Principal Executive
Richard A. Liddy Officer)

/s/ Matthew P. McCauley Secretary and Director 11/1/96
- - -------------------------
Matthew P. McCauley

/s/ Leonard M. Rubenstein Principal Financial 11/1/96
- - ------------------------- Officer - Treasurer
Leonard M. Rubenstein

/s/ John W. Barber Principal Accounting 11/1/96
- - ------------------------- Officer
John W. Barber

<F*> Director 11/1/96
- - -------------------------
Theodore M. Armstrong

<F*> Director 11/1/96
- - -------------------------
Alan C. Henderson

C-14
<PAGE> 97

<S> <C> <C>
<F*> Director 11/1/96
- - -------------------------
Harry E. Rich

By: /s/ Matthew P. McCauley
-------------------------
Matthew P. McCauley

<FN>
<F*>Original Powers of Attorney, authorizing Matthew P. McCauley
and Leonard M. Rubenstein to sign the Registration Statement and
amendments thereto on behalf of certain members of the Board of
General American Capital Company have been filed with the
Securities and Exchange Commission and are incorporated as an
exhibit to this Registration Statement by reference.
</TABLE>

C-15

<PAGE> 1

AMENDMENT NO. 1
---------------
to the

INVESTMENT ADVISORY AGREEMENT
-----------------------------

Amendment No. 1 made as of the ----------- day of
- - -----------, 1996, by and between GENERAL AMERICAN CAPITAL
COMPANY ("Company"), a Maryland corporation, and CONNING ASSET
MANAGEMENT COMPANY ("Adviser"), formerly known as General
American Investment Management Company, a Missouri corporation
which is registered as an investment adviser under the Investment
Advisers Act of 1940, amends the Investment Advisory Agreement,
dated as of the twenty-first day of July, 1993, by and between
the Company and the Adviser, as follows:
(i) ARTICLE II is hereby amended to change the name of
the Equity Index Fund to the S&P 500 Index Fund, the
International Equity Fund to the International Index
Fund, and the Special Equity Fund to the Mid-Cap Equity
Fund; and
(ii) ARTICLE II is hereby amended to change the
investment advisory fee rates for the International
Index Fund and the Mid-Cap Equity Fund to read as
follows:

International Index Fund Assets
-------------------------------

First $10 million .50%
Next $10 million .40%
Balance over $20 million .30%

Mid-Cap Equity Fund Assets
--------------------------

First $10 million .55%
Next $10 million .45%
Balance over $20 million .40%

C-16
<PAGE> 2

IN WITNESS WHEREOF, the parties have caused this Amendment
No. 1 to the Investment Advisory Agreement to be signed by their
respective officials duly authorized, as of the day and year
first above written.

Attest: GENERAL AMERICAN CAPITAL COMPANY

- - ------------------------------ By: -------------------------------
Matthew P. McCauley, Secretary Richard A. Liddy, President

CONNING ASSET MANAGEMENT
Attest: COMPANY

- - ------------------------------ By: -------------------------------
Joyce W. Hillebrand, Assistant Leonard M. Rubenstein, Chief
Secretary Executive Officer

CAM:amg/CapCo-2.doc

C-17

<PAGE> 1

November 1, 1996

Board of Directors of
General American Capital Company
700 Market Street
St. Louis, Missouri 63101

Dear Directors:

This opinion is furnished in connection with Post-Effective Amendment No. 12 to
the Registration Statement of General American Capital Company.

1. General American Capital Company has been duly organized, is existing
in good standing, and is authorized by its Board of Directors to issue
shares of its stock.

2. The shares of General American Capital Company to be issued in
connection with Post-Effective Amendment No. 12 to the
Registration Statement have been duly authorized and when issued
and delivered as provided in Post-Effective Amendment No. 12 will
be legally issued, fully paid, and non-assessable.

I hereby consent to the filing of this opinion with Post-Effective
Amendment No. 12 to the Registration Statement of General American Capital
Company.

Sincerely,

/s/ Christopher A. Martin

Christopher A. Martin, Counsel
General American Life Insurance Company

C-18

<PAGE> 1

October 31, 1996

General American Capital Company
700 Market Street
St. Louis, MO 63101

Ladies and Gentlemen:

We hereby consent to the reference to our name under the caption
"Legal Matters" in the Statement of Additional Information filed
as part of Post-Effective Amendment No. 12 to the Registration
Statement on Form N-1A (File No. 33-10145) filed by General
American Capital Company. In giving this consent, we do not
admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933.
Very truly yours,

SUTHERLAND, ASBILL & BRENNAN

/s/ Stephen E. Roth

By:
Stephen E. Roth

C-19

<PAGE> 1

The Board of Directors
General American Capital Company:

We consent to the use of our report included herein in
Post-Effective Amendment No. 12 to Registration
Statement on the S&P 500 Index, Money Market, Bond Index,
Managed Equity, Asset Allocation, International Index and
Mid-Cap Equity Funds of General American Capital Company.

/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP

St. Louis, Missouri
November 1, 1996

C-20

<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> GACC-S&P 500 INDEX FUND
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 173,640
<INVESTMENTS-AT-VALUE> 289,675
<RECEIVABLES> 5,065
<ASSETS-OTHER> 343
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 295,083
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 67
<TOTAL-LIABILITIES> 67
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 11,101
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 295,016
<DIVIDEND-INCOME> 3,186
<INTEREST-INCOME> 44
<OTHER-INCOME> 0
<EXPENSES-NET> 408
<NET-INVESTMENT-INCOME> 2,822
<REALIZED-GAINS-CURRENT> 2,793
<APPREC-INCREASE-CURRENT> 20,280
<NET-CHANGE-FROM-OPS> 25,895
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 29,002
<NUMBER-OF-SHARES-REDEEMED> 7,193
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 47,703
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 340
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 408
<AVERAGE-NET-ASSETS> 272,745
<PER-SHARE-NAV-BEGIN> 24.140
<PER-SHARE-NII> 0.270
<PER-SHARE-GAIN-APPREC> 2.170
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 26.580
<EXPENSE-RATIO> 0.300
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

<NUMBER> 2

<NAME> GACC-MONEY MARKET FUND
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 75,578
<INVESTMENTS-AT-VALUE> 75,578
<RECEIVABLES> 18
<ASSETS-OTHER> 4
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 75,600
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 12
<TOTAL-LIABILITIES> 12
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 4,505
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 75,588
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,812
<OTHER-INCOME> 0
<EXPENSES-NET> 68
<NET-INVESTMENT-INCOME> 1,744
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 1,744
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 90,902
<NUMBER-OF-SHARES-REDEEMED> 87,633
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 5,014
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 41
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 68
<AVERAGE-NET-ASSETS> 66,318
<PER-SHARE-NAV-BEGIN> 16.340
<PER-SHARE-NII> 0.440
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 16.780
<EXPENSE-RATIO> 0.200
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

<NUMBER> 3

<NAME> GACC-BOND INDEX FUND
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 37,703
<INVESTMENTS-AT-VALUE> 37,474
<RECEIVABLES> 653
<ASSETS-OTHER> 22
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 38,149
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9
<TOTAL-LIABILITIES> 9
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 1,887
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 38,140
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,269
<OTHER-INCOME> 0
<EXPENSES-NET> 58
<NET-INVESTMENT-INCOME> 1,211
<REALIZED-GAINS-CURRENT> 254
<APPREC-INCREASE-CURRENT> (2,208)
<NET-CHANGE-FROM-OPS> (743)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,023
<NUMBER-OF-SHARES-REDEEMED> 4,456
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (1,176)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 48
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 58
<AVERAGE-NET-ASSETS> 38,681
<PER-SHARE-NAV-BEGIN> 20.590
<PER-SHARE-NII> 0.630
<PER-SHARE-GAIN-APPREC> (1.010)
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 20.210
<EXPENSE-RATIO> 0.300
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

<NUMBER> 4

<NAME> GACC-MANAGED EQUITY FUND
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 39,029
<INVESTMENTS-AT-VALUE> 46,185
<RECEIVABLES> 109
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 46,294
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 35
<TOTAL-LIABILITIES> 35
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 2,022
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 46,259
<DIVIDEND-INCOME> 728
<INTEREST-INCOME> 35
<OTHER-INCOME> 0
<EXPENSES-NET> 102
<NET-INVESTMENT-INCOME> 661
<REALIZED-GAINS-CURRENT> 834
<APPREC-INCREASE-CURRENT> 2,336
<NET-CHANGE-FROM-OPS> 3,831
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,450
<NUMBER-OF-SHARES-REDEEMED> 2,925
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 5,356
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 80
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 102
<AVERAGE-NET-ASSETS> 43,608
<PER-SHARE-NAV-BEGIN> 20.930
<PER-SHARE-NII> 0.330
<PER-SHARE-GAIN-APPREC> 1.620
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 22.880
<EXPENSE-RATIO> 0.470
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

<NUMBER> 5

<NAME> GACC-ASSET ALLOCATION FUND
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 69,998
<INVESTMENTS-AT-VALUE> 78,845
<RECEIVABLES> 2,517
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 81,362
<PAYABLE-FOR-SECURITIES> 1,992
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 36
<TOTAL-LIABILITIES> 2,027
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 3,201
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 79,334
<DIVIDEND-INCOME> 841
<INTEREST-INCOME> 789
<OTHER-INCOME> 0
<EXPENSES-NET> 226
<NET-INVESTMENT-INCOME> 1,404
<REALIZED-GAINS-CURRENT> 1,737
<APPREC-INCREASE-CURRENT> 1,763
<NET-CHANGE-FROM-OPS> 4,904
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,989
<NUMBER-OF-SHARES-REDEEMED> 6,945
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 5,947
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 188
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 226
<AVERAGE-NET-ASSETS> 75,634
<PER-SHARE-NAV-BEGIN> 23.200
<PER-SHARE-NII> 0.450
<PER-SHARE-GAIN-APPREC> 1.130
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 24.780
<EXPENSE-RATIO> 0.600
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

<NUMBER> 6

<NAME> GACC-INTERNATIONAL EQUITY FUND
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 5,859
<INVESTMENTS-AT-VALUE> 6,325
<RECEIVABLES> 37
<ASSETS-OTHER> 13
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6,375
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5
<TOTAL-LIABILITIES> 5
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 399
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 6,370
<DIVIDEND-INCOME> 64
<INTEREST-INCOME> 16
<OTHER-INCOME> 0
<EXPENSES-NET> 29
<NET-INVESTMENT-INCOME> 51
<REALIZED-GAINS-CURRENT> 59
<APPREC-INCREASE-CURRENT> 219
<NET-CHANGE-FROM-OPS> 329
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 890
<NUMBER-OF-SHARES-REDEEMED> 309
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 910
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 20
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 29
<AVERAGE-NET-ASSETS> 5,877
<PER-SHARE-NAV-BEGIN> 15.110
<PER-SHARE-NII> 0.110
<PER-SHARE-GAIN-APPREC> 0.750
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 15.970
<EXPENSE-RATIO> 0.990
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

<NUMBER> 7

<NAME> GACC-SPECIAL EQUITY FUND
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 2,931
<INVESTMENTS-AT-VALUE> 3,398
<RECEIVABLES> 28
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,427
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2
<TOTAL-LIABILITIES> 2
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 228
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 3,425
<DIVIDEND-INCOME> 28
<INTEREST-INCOME> 8
<OTHER-INCOME> 0
<EXPENSES-NET> 14
<NET-INVESTMENT-INCOME> 22
<REALIZED-GAINS-CURRENT> 507
<APPREC-INCREASE-CURRENT> (96)
<NET-CHANGE-FROM-OPS> 433
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 693
<NUMBER-OF-SHARES-REDEEMED> 1,961
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (835)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 12
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 14
<AVERAGE-NET-ASSETS> 4,408
<PER-SHARE-NAV-BEGIN> 13.740
<PER-SHARE-NII> 0.050
<PER-SHARE-GAIN-APPREC> 1.210
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 15.000
<EXPENSE-RATIO> 0.660
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>