GENERAL AMERICAN CAPITAL CO
PRE 14A, 1999-11-12
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                              SCHEDULE 14A
                             (RULE 14A-101)

                INFORMATION REQUIRED IN PROXY STATEMENT
                        SCHEDULE 14A INFORMATION

            PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant /x/
Filed by a Party other than the Registrant / /

Check the appropriate box:
   /x/  Preliminary proxy statement.      / /  Confidential, for use of the
   / /  Definitive proxy statement.            Commissioner only (as
   / /  Definitive additional materials.       permitted by Rule 14a-6(e)(2).
   / /  Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.


                    GENERAL AMERICAN CAPITAL COMPANY
- -----------------------------------------------------------------------------
            (Name of Registrant as Specified in its Charter)

                                  N/A
- -----------------------------------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):

     /x/  No fee required.

     / /  Fee computed on table below per Exchange Act Rules
          14a-6(i)(1) and 0-11.
               (1)  Title of each class of securities to which
                    transaction applies:  N/A
               (2)  Aggregate number of securities to which
                    transaction applies:  N/A
               (3)  Per unit price or other underlying value of
                    transaction computed pursuant to Rule 0-11 (Set
                    forth the amount on which the filing fee is
                    calculated and state how it was determined):  N/A
               (4)  Proposed maximum aggregate value of transaction:  N/A
               (5)  Total fee paid:  $0

     / /  Fee paid previously with preliminary materials.

     / /  Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously.  Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
               (1) Amount Previously Paid:  N/A
               (2) Form, Schedule or Registration Statement No.:  N/A
               (3) Filing Party:  N/A
               (4) Date Filed:  N/A



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                 [FORM OF INSURANCE COMPANY LETTER]

              GENERAL AMERICAN LIFE INSURANCE COMPANY
                         700 MARKET STREET
                     ST. LOUIS, MISSOURI  63101

RICHARD A. LIDDY
CHAIRMAN, PRESIDENT AND CHIEF  EXECUTIVE OFFICER

                                                      November __, 1999

Dear Policy/Contract Holder:

From press reports, our prior correspondence, and conversations you may
have had with your agent, you are probably aware of historic plans for
GenAmerica Corporation and its subsidiaries (including General American
Life Insurance Company, Cova Financial Services Life Insurance Company,
Cova Financial Life Insurance Company, First Cova Life Insurance
Company, and Security Equity Life Insurance Company) to become part of
the Metropolitan Life Insurance Company ("MetLife") family of companies.
This proposed combination is expected to bring greater financial
security to GenAmerica and, therefore, should preserve value for holders
of policies or contracts issued by GenAmerica's subsidiaries.

Because you invested money through your variable life insurance policy
or variable annuity contract in one or more of the eight funds (the
"Funds") of General American Capital Company ("Capital Company"), you
are entitled to instruct us how to vote the shares of each Fund
attributable to your policy or contract at an annual meeting of
shareholders (the "Meeting") to be held on December 23, 1999.  To assist
you in giving those instructions, we have enclosed the following:

                  (1)  Notice of Annual Meeting;
                  (2)  Proxy Statement;
                  (3)  Voting Instruction Form; and
                  (4)  Postage-paid return envelope.

The Meeting is being held for the following purposes:

1. To elect members of the board of directors of Capital Company;

2. To ratify or reject the selection of Deloitte & Touche LLP as
        independent auditors of Capital Company for the year ending
        December 31, 2000;

3. To approve a new investment advisory agreement with respect to
        each Fund between Capital Company and Conning Asset
        Management Company ("Conning");




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Richard A. Liddy
November __, 1999
Page 2


4. To transact such other business as may properly come before the
        Meeting or any adjournments thereof.


Please read the enclosed Notice of Annual Meeting and the Proxy
Statement for details about the Meeting.

In order to be given effect at the Meeting, we must receive a properly
executed Voting Instruction Form no later than December 20, 1999.

We will vote shares of each Fund underlying your policy or contract in
accordance with voting instructions we have received on a timely basis.
We have undertaken to vote the shares of each Fund for which no timely
instructions are received, and the shares of each Fund that we may own
on behalf of group pension customers, in the same proportion as dictated
by the timely voting instructions that we have received.  Voting
Instruction Forms that are properly executed and returned but that have
no voting specification, will be voted "for" each proposal.

Please complete, sign, and date the enclosed Voting Instruction Form and
promptly return it in the enclosed postage-paid envelope.  Your
instructions and participation are very important, and we appreciate
your return of the form as soon as possible.

Thank you for your cooperation.

                  Very truly yours,


                  Richard A. Liddy
                  Chairman, President and Chief Executive Officer
                  General American Life Insurance Company

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                          November __, 1999

                  GENERAL AMERICAN CAPITAL COMPANY

                         Money Market Fund
                          Bond Index Fund
                       Asset Allocation Fund
                        Managed Equity Fund
                         S&P 500 Index Fund
                        Mid-Cap Equity Fund
                       Small-Cap Equity Fund
                      International Index Fund

                         700 Market Street
                     St. Louis, Missouri  63101
                           (877) 882-5714


                      NOTICE OF ANNUAL MEETING

An annual meeting of the shareholders, including any adjournment thereof
(the "Meeting"), of General American Capital Company, a Maryland
corporation ("Capital Company"), will be held on at the home office of
GenAmerica Corporation, located at 700 Market Street, St. Louis,
Missouri, on Thursday, December 23, 1999 at 10:00 a.m. Central Time, for
the following purposes:

1. To elect four members of the board of directors of Capital
        Company, one to serve for a one-year term, one to serve for
        a two-year term, and two to serve for three-year terms, and
        until their respective successors are elected and qualified.

2. To ratify or reject the selection of Deloitte & Touche LLP as
        independent auditors of Capital Company for the year ending
        December 31, 2000.

3. To approve or disapprove a new investment advisory agreement on
        behalf of each Fund between Capital Company and Conning
        Asset Management Company ("Conning").  (The provisions of
        the new investment advisory agreement are identical in all
        material respects to the provisions of the current
        investment advisory agreement between Capital Company and
        Conning, including the advisory fees payable to, and the
        duties and responsibilities of, Conning.)

4. To transact such other business as may properly come before the
        Meeting.

Capital Company's shareholders of record (which are the respective
insurance companies that hold shares of the Funds) at the close of
business on October 29, 1999 are entitled to notice of, and to vote at,
the Meeting.  Please refer to the accompanying Proxy Statement for more

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information about the proposals to be considered and acted upon at the
Meeting or any adjournments.

As an investor, through a variable life insurance policy or a variable
annuity contract, in a separate account of General American Life
Insurance Company, Cova Financial Services Life Insurance Company, Cova
Financial Life Insurance Company, First Cova Life Insurance Company, and
Security Equity Life Insurance Company, holding shares of Capital
Company as of the close of business on October 29, 1999, the record date
for the Meeting, you are entitled to instruct us how to vote the shares
of Capital Company funding your policy or contract.  Your voting
instructions are very important, regardless of the number of Fund shares
attributed to your policy or contract.  Please complete, date, sign, and
return the enclosed Voting Instruction Form today in the enclosed
postage-paid envelope.

                       By Order of the Board of Directors

                       /s/ Christopher A. Martin

                       CHRISTOPHER A. MARTIN
                       Secretary


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                  GENERAL AMERICAN CAPITAL COMPANY

                         Money Market Fund
                          Bond Index Fund
                       Asset Allocation Fund
                        Managed Equity Fund
                         S&P 500 Index Fund
                        Mid-Cap Equity Fund
                       Small-Cap Equity Fund
                      International Index Fund


                          PROXY STATEMENT

    ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 23, 1999

An annual meeting of the shareholders, including any adjournment thereof
(the "Meeting"), of General American Capital Company, a Maryland
corporation ("Capital Company"), will be held at the home office of
GenAmerica Corporation, located at 700 Market Street, St. Louis,
Missouri 63101, on Thursday, December 23, 1999 at 10:00 a.m. Central
Time, for the following purposes:

1. To elect four members of the board of directors of Capital Company
        (the "Board"), one to serve for a one-year term, one to
        serve for a two-year term, and two to serve for three-year
        terms, and until their respective successors are elected and
        qualified..

2. To ratify or reject the selection of Deloitte & Touche LLP as
        independent auditors of Capital Company for the year ending
        December 31, 2000.

3. To approve or disapprove a new investment advisory agreement with
        respect to each Fund between Capital Company and Conning
        Asset Management Company ("Conning").  (The provisions of
        the new investment advisory agreement are identical in all
        material respects to the provisions of the current
        investment advisory agreement between Capital Company and
        Conning, including the advisory fees payable to, and the
        duties and responsibilities of, Conning).

4. To transact such other business as may properly come before the
        Meeting.

                        GENERAL OVERVIEW

On August 10, 1999 following a request by General American Life
Insurance Company ("General American"), a Missouri stock life insurance
company wholly owned by GenAmerica Corporation ("GAC"), the Missouri
Department of Insurance (the "Department") placed General American under
administrative supervision.  The immediate cause of the supervision
order was General American's inability to satisfy approximately $4
billion in surrenders by the holders of certain funding agreements.
The effect of administrative supervision is that General American

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began to operate under the Department's supervision in order to preserve
General American's assets against large immediate cash demands and to
protect the interests of General American's approximately 300,000
policyholders.

In response to this liquidity issue, the Department worked closely with
General American to explore possible solutions.  A reorganization plan
(the "Reorganization Plan") was developed, involving the sale by General
American Mutual Holding Company ("GAMHC") of all of the outstanding
common stock of its direct wholly owned subsidiary GAC (and,
accordingly, indirect ownership and control of all of GAC's
subsidiaries) to Metropolitan Life Insurance Company ("MetLife") (the
"Transaction"), pursuant to the stock purchase agreement dated as of
August 26, 1999, as modified or amended from time to time (the "Stock
Purchase Agreement").  The Transaction is expected to occur during
December 1999 or during the first quarter of 2000.  Conning as an
organization is expected to survive the Transaction with little change
in its resources and services.  Further, Conning currently anticipates
no changes in the personnel primarily responsible for, nor in the
management of, the Funds as a result of the Reorganization Plan.


                           PROPOSAL NO. 1

                       ELECTION OF DIRECTORS

Capital Company's bylaws provide that its directors are divided into
three classes with the term of office of one class expiring each year.
At the Meeting, Class I Directors will be elected for one-year terms,
Class II Directors will be elected for two-year terms, and Class III
Directors will be elected for three-year terms.  Directors serve until
their respective successors are elected and qualified.  Thereafter,
directors of each class will be elected for three-year terms at the
applicable meeting of shareholders.

By unanimous written consent dated November __, 1999, the size of the
Board was decreased from five directors to four directors, effective as
of the Meeting.

The Board has nominated Richard A. Liddy for a one-year term expiring in
2000 as a Class I Director, Alan C. Henderson for a two-year term
expiring in 2001 as a Class II Director, and Theodore M. Armstrong and
Harry E. Rich for three-year terms expiring in 2002 as Class III
Directors (collectively, the "Nominees").

Under Proposal No. 1, Capital Company's shareholders, voting as a single
group, are being asked to elect each of these Nominees.  Pertinent
information about each Nominee is set forth below.  Each Nominee has
indicated a willingness to serve if elected.  If elected, each Nominee
will hold office until his or her successor is elected and qualified.

In evaluating the Nominees, the Board took into account each Nominee's
background and experience, including his or her familiarity with issues
relating to these types of funds and investments as well as his or her
career in business, finance, marketing or other areas.  The Board

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also considered the past and potential contribution of the Nominees to
the effectiveness of the Board.

INFORMATION REGARDING NOMINEES

All Nominees (Theodore M. Armstrong, Alan C. Henderson, Richard A.
Liddy, and Harry E. Rich) are currently directors of Capital Company.
Below are the names, ages, business experience during the past five
years and public company directorships (if any) of the Nominees, to the
extent known by Capital Company.

<TABLE>
<CAPTION>
                                                               BUSINESS EXPERIENCE DURING THE
                              POSITION WITH                    ------------------------------
NAME AND AGE                  CAPITAL COMPANY                  PAST FIVE YEARS
- ------------                  ---------------                  ---------------
<S>                           <C>                              <C>
Theodore M. Armstrong (59)    Director (since 1990)            Senior Vice President-Finance &
                                                               Administration & CFO, Angelica
                                                               Corp., St. Louis, MO (uniform
                                                               manufacture & sale, and laundry).

Alan C. Henderson (53)        Director (since 1989)            President & CEO, RehabCare Group,
                                                               Inc., St. Louis, MO (disability
                                                               rehabilitation business).

Richard A. Liddy<F*> (63)     Director (since 1992) and        Chairman, President & CEO,
                              President (since 1992)           General American Life Insurance
                                                               Co., St. Louis, MO, 1/95 to
                                                               present.  President & CEO, May
                                                               1992 to January 1995.

Harry E. Rich (59)            Director (since 1993)            Executive Vice President & CFO,
                                                               Brown Group, Inc., St. Louis, MO.
<FN>
- ---------------
<F*>  "Interested person" under the Investment Company act of 1940.
Richard A. Liddy is affiliated with General American, which is the
Administrator of Capital Company and an indirect majority shareholder of
Conning.
</TABLE>

The Board has no committees.  Capital Company's Board held four meetings
in the year ended December 31, 1998.  All current directors attended
100% of these meetings.

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INFORMATION REGARDING OTHER EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
                                                               BUSINESS EXPERIENCE DURING THE
                              POSITION WITH                    ------------------------------
NAME AND AGE                  CAPITAL COMPANY                  PAST FIVE YEARS
- ------------                  ---------------                  ---------------
<S>                           <C>                              <C>
E. Thomas Hughes, Jr. (57)    Treasurer (since 1994)           Corporate Actuary & Treasurer,
                                                               GenAmerica Management Co.,
                                                               St. Louis, MO.

Christopher A. Martin (36)    Secretary (since 1998)           Counsel, GenAmerica Management
                                                               Co., St. Louis, MO (1996-present).
                                                               Associate, Lewis Rice & Fingersh,
                                                               St. Louis, MO (1994-1996).
</TABLE>

REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the compensation paid to each of the
current directors and executive officers of Capital Company for the year
ended December 31, 1998.  Directors who are "interested persons" and
executive officers of Capital Company receive no compensation from
Capital Company for their services.

<TABLE>
<CAPTION>
                                        AGGREGATE              TOTAL COMPENSATION FROM
                                    COMPENSATION FROM          CAPITAL COMPANY AND FUND
NAME OF PERSON, POSITION             CAPITAL COMPANY        COMPLEX PAID TO DIRECTORS<F**>
- ------------------------            -----------------       ------------------------------
<S>                                       <C>                           <C>
Theodore M. Armstrong                     $7,000                        $8,000
Director

Alan C. Henderson                         $7,000                        $8,000
Director

Richard A. Liddy                               0                             0
Director and President

Matthew P. McCauley                            0                             0
Director

Harry E. Rich                             $7,000                        $8,000
Director

E. Thomas Hughes, Jr.                          0                             0
Treasurer

Christopher A. Martin                          0                             0
Secretary

<FN>
- -------------
<F**>Includes compensation from The Walnut Street Prime Reserve
Fund, operated by an affiliate of General American Life Insurance
Company.  In July 1998, the Board increased the aggregate compensation
that the directors who are not interested persons received directly from
Capital Company to $8,000 per year.  The Walnut Street Prime Reserve
Fund was liquidated in 1998 and no longer compensates the directors.
</TABLE>
                                4

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VOTE REQUIRED

Shareholders of Capital Company must approve the election of each
Nominee for director by the affirmative vote of a plurality of the
shares of Capital Company voted at the Meeting.

THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" EACH NOMINEE UNDER PROPOSAL NO. 1.


                           PROPOSAL NO. 2

                    RATIFICATION OR REJECTION OF
               THE SELECTION OF INDEPENDENT AUDITORS

Under Proposal No. 2, Capital Company's shareholders, voting as a single
group, are being asked to ratify or reject the selection of Deloitte &
Touche LLP ("Deloitte"), effective only upon consummation of the
Transaction, to serve as independent auditors of Capital Company for the
year ending December 31, 2000.

At an in-person Board meeting held for this purpose on October 27, 1999,
the Board, including a majority of directors who are not "interested
persons" as defined in the Investment Company Act, selected Deloitte to
serve as independent auditors of Capital Company for the year ending
December 31, 2000 in the event the Transaction is consummated.

Deloitte serves as independent auditors for the MetLife family of
companies.  KPMG LLP ("KPMG") has served as independent auditors for
Capital Company for the year ending December 31, 1999 and prior years.
The Board considered the services of KPMG to have been satisfactory.  If
and when the Transaction is consummated, however, Capital Company will
no longer be eligible for a reduced group contract rate with KPMG.  At
that time it will be eligible for a reduced group contract rate with
Deloitte.  In light of and subject to the consummation of  the proposed
Transaction, the Board selected Deloitte to replace KPMG for the year
ending December 31, 2000 after considering Deloitte's experience as
independent auditors to investment companies.

KPMG's report on Capital Company's financial statements for the years
ended December 31, 1997 and 1998 did not contain an adverse opinion of
disclaimer or opinion and was not qualified or modified as to
uncertainty, audit scope, or accounting principles.  During Capital
Company's years ended December 31, 1997 and 1998 and the subsequent
interim period, Capital Company

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has been advised that there have been no disagreements with KPMG on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of KPMG, would have caused it to make
reference to the disagreement(s) in connection with its report.

Deloitte is an independent auditing firm and has no direct financial or
material indirect financial interest in Capital Company. Representatives
of Deloitte and KPMG are not expected to be at the Meeting but have been
given the opportunity to make a statement if they wish, and  representatives
of each will be available should any matter arise requiring their presence.

VOTE REQUIRED

Shareholders of Capital Company must ratify the selection of Deloitte as
independent auditors for the Company.  The affirmative vote of a
majority of the shares of Capital Company present, in person or by
proxy, at the Meeting is required to approve Proposal No. 2.

THE BOARD OF DIRECTORS, INCLUDING A MAJORITY OF THE INDEPENDENT
DIRECTORS, RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 2.


                           PROPOSAL NO. 3

      APPROVAL OR DISAPPROVAL OF INVESTMENT ADVISORY AGREEMENT

Under Proposal No. 3, each Fund's shareholders, voting separately, are
being asked to approve or disapprove for the Fund a new investment
advisory agreement (the "New Agreement") between Capital Company and
Conning.  The Board is seeking approval of the New Agreement to permit
each Fund's management to continue providing uninterrupted service to
the Fund after the Transaction.  This is necessary because the current
investment advisory agreement dated July 23, 1997 (the "Current
Agreement"), may terminate automatically as a result of the Transaction.

The Transaction between GAMHC and MetLife is scheduled to close during
December 1999 or during the first quarter of 2000.  Conning's change in
ownership resulting from this transaction may be deemed to be an
assignment of the Current Agreement within the meaning of the Investment
Company Act of 1940.  And, in the event of an assignment, the Current
Agreement terminates automatically.  Accordingly, the New Agreement
between Conning and Capital Company, on behalf of the Funds, is proposed
for approval by each Fund's shareholders to replace the Current
Agreement.  A form of the New Agreement is attached as Appendix A to
this Proxy Statement.  The New Agreement is identical to the Current
Agreement in all material provisions, including the advisory fees
payable to, and the duties and responsibilities of, Conning, except for
the date of the Agreement.

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EXEMPTIVE ORDER

Conning has applied for an exemptive order (the "Order") from the U.S.
Securities and Exchange Commission ("Commission") permitting the
implementation of the New Agreement without prior shareholder approval.
The Order would cover an interim period of up to 150 days, commencing
on the later of (1) the date the Transaction occurs or (2) the date the
Commission issues the Order, and continuing through the date a Fund's
shareholders approve or disapprove the New Agreement (but in any event
not later than 150 days from the issuance of the Order (the "Period")).

If the Order is issued and any advisory fees become payable to Conning
under the New Agreement during the Period, such fees will be paid into
an interest-bearing escrow account maintained pursuant to the Order.
The amount in the escrow account (including any interest earned) will be
paid: (1) to Conning if a Fund's shareholders approve the New Agreement
by the end of the Period; or (2) except for an amount equal to the
actual out-of-pocket costs to Conning for providing advisory services to
that Fund during the Period (which amount will be paid to Conning), to
the Fund if the Fund's shareholders do not approve the New Agreement by
the end of the Period.  Before any such payment is made, the Board will
be notified.

Conning has agreed to take all appropriate steps to ensure that the
scope and quality of investment advisory services provided during the
Period will be at least equivalent, in the judgment of the Board, to the
scope and quality of services Conning provides under the Current
Agreement.

Representatives of Conning and MetLife have advised Capital Company that
currently no change is expected in investment advisory or other
personnel in connection with the Transaction and that it is currently
anticipated the same persons responsible for management of the Funds
under the Current Agreement will continue to be responsible under the
New Agreement.  Conning does not anticipate either that the Transaction
will cause any reduction in its resources or the quality of services now
provided to the Funds or that it will have any adverse effect on
Conning's ability to fulfill its obligations to the Funds.

The Current Agreement was last approved by a vote of shareholders of the
Money Market, Bond Index, Asset Allocation, S&P 500 Index, and Small-Cap
Equity Funds on July 22, 1993 in connection with the initial approval of
the Agreement.  The Current Agreement was last approved by a vote of
shareholders of the International Index and Mid-Cap Equity Funds on
December 16, 1996 in connection with a change in the management of these
Funds.  The Current Agreement was last approved by a vote of shareholders
of the Managed Equity Fund on April 28, 1997 in connection with a change
in the management of the Fund.  The Current Agreement was last approved
by a vote of the initial shareholder of the Small-Cap Equity Fund on
May 1, 1997 upon the establishment of this Fund.

The Board, including the directors who were not parties to the Current
Agreement or "interested persons" of any such party (the "Independent
Directors"), last approved the continuation of the Current Agreement at
the Board meeting held on July 28, 1999.

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At the October 27, 1999 Board meeting, the Board, including the
Independent Directors, approved unanimously the New Agreement.  Further,
the Board and the Independent Directors approved unanimously the
submission of the New Agreement for approval by the shareholders of each
Fund.  Only shareholders of a Fund vote to approve the New Agreement for
that Fund.

If a Fund's shareholders approve the New Agreement, it will take effect
on the later of the date the Transaction closes or the date on which the
shareholders of that Fund approve the New Agreement.  The New Agreement
will have an initial term of one year and, thereafter, will continue in
effect from year to year, with respect to each Fund, provided that each
such continuance is approved annually: (1) by the Board or by the vote
of a majority of the outstanding voting securities of the particular
Fund, and, in either case, (2) by a majority of the Independent
Directors.

If a Fund's shareholders should fail to approve the New Agreement,
Conning will provide investment advisory services to the Fund and be
reimbursed for its actual out-of-pocket costs in connection with those
services until the Board and the Independent Directors approve and the
Fund's shareholders approve an investment advisory agreement for the
Fund with Conning or another investment adviser.

PROVISIONS OF THE NEW AGREEMENT

The provisions of the New Agreement are the same in all material
respects as those of the Current Agreement.  The New Agreement requires
Conning to act as the investment adviser to and manager of Capital
Company and, subject to the supervision of the Board, to manage the
investment and reinvestment of the assets of each Fund, with full
investment discretion and authority, in a manner consistent with the
investment objectives, policies and restrictions of the Fund.  The New
Agreement also requires Conning: to perform investment research and
evaluate financial data; to consult with, make recommendations to, and
report regularly to the Board; and, to furnish requested information to
appropriate regulatory authorities.

No advisory fees will increase for any Fund.  The annual advisory fees
under the New Agreement with respect to each Fund are listed in Appendix
B to this proxy statement.

Like the Current Agreement, the New Agreement provides that Conning is
not subject to liability to Capital Company for any act or omission in
the course of, or connected with, rendering services under the
Agreement, except by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties under the
Agreement.

The New Agreement may be terminated with respect to a Fund without
penalty upon sixty (60) days' written notice to Conning by the Board or
by a majority vote of those persons having voting rights in respect of
the Fund, or upon sixty (60) days' written notice to the Board  by
Conning.  The New Agreement terminates automatically in the event of its
"assignment" (within the meaning of the Investment Company Act).

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INFORMATION ABOUT CONNING

Conning is the investment adviser for each of the Funds.  Conning was
formed in 1982.  Its address is 700 Market Street, St. Louis, Missouri
63101.  Conning is a wholly owned indirect subsidiary of Conning
Corporation, a publicly traded company (Nasdaq National Market, symbol
"CNNG"), which is, in turn, a majority-owned indirect subsidiary of
GenAmerica Corporation.  As of December 31, 1998, Conning provided
investment advice to 33 unaffiliated institutional accounts and to 69
affiliated institutional accounts.  As of December 31, 1998, Conning had
approximately $30 billion of assets under its discretionary management.

Appendix C lists the directors and principal executive officer of
Conning.  Appendix D lists the aggregate amount of investment advisory
fees paid by each Fund to Conning during the year ended December 31,
1998.  Appendix E lists the aggregate amount compensation paid by each
Fund to General American, an affiliate of Conning, for serving as the
Funds' Administrator during the year ended December 31, 1998.

From time to time, Conning receives brokerage and research services from
brokers that execute securities transactions for certain of the Funds.
The commission paid by a Fund to a broker that provides such services to
Conning may be greater than the commission would be if the Fund used a
broker that does not provide the same level of brokerage and research
services.  Additionally, Conning may use such services for clients other
than the specific Fund from which the related commissions are derived.

In addition to serving as investment adviser to Capital Company's eight
Funds under the Current Agreement, Conning serves as investment adviser
or sub-adviser to certain portfolios of other registered investment
companies having an investment objective similar to that of Capital
Company's Money Market Fund.  Appendix F to this proxy statement lists
the size of such other portfolios and the rate of Conning's compensation.

EVALUATION BY THE BOARD OF DIRECTORS

In determining whether or not to approve the New Agreement and recommend
approval to shareholders, the Board of Directors, including the
Independent Directors, considered various materials and representations
provided by Conning.

The Directors considered the following information, among other things:
(1) Conning's representation that the same persons responsible for the
Funds' management under the Current Agreement are currently expected to
continue to manage the Funds under the New Agreement; (2) compensation
to be received by Conning under the New Agreement being the same as the
compensation paid under the Current Agreement; (3) Conning's
representation that it will not seek to increase the rate of advisory
fees paid by the Funds for a period of at least two years; (4) the
commonality of the provisions of the New Agreement and Current
Agreement; and (5) the belief that MetLife's financial strength and
commitment to the advisory business could enhance the operation of the
Funds and Conning in many ways, including the ability to engage and
retain high-caliber investment personnel, the ability to add investment
research capabilities,

                                9




<PAGE>
<PAGE>
the ability to provide seed money for new funds, and the ability to
enhance the quality of services provided to shareholders.

Further, the Board reviewed the determinations it reached at the July
28, 1999 Board meeting relating to the Current Agreement, including:
(1) the nature and quality of the services rendered by Conning under the
Current Agreement; (2) the fairness of the compensation payable to
Conning under the Current Agreement; (3) the results achieved by Conning
for the Funds; and (4) the personnel, operations and financial
condition, and investment management capabilities, methodologies, and
performance of Conning.

Based upon its review, the Board determined that by approving the New
Agreement the Funds can best be assured that Conning will provide
uninterrupted advisory services.  The Board also determined that the New
Agreement is in the best interests of each Fund and its shareholders.
Accordingly, after consideration of the above and such other factors and
information it considered relevant, each Board of Directors unanimously
approved the New Agreement and voted to recommend its approval by each
Fund's shareholders.

VOTE REQUIRED

Shareholders of each Fund must separately approve the applicable New
Agreement for that Fund.  Approval of Proposal No. 3 by a Fund requires
an affirmative vote of the lesser of: (1) 67% or more of the shares of
the Fund's shares present at the Meeting if more than 50% of the
outstanding shares of the Fund are present or represented by proxy, or
(2) more than 50% of the outstanding shares of the Fund.

THE BOARD OF DIRECTORS, INCLUDING A MAJORITY OF THE INDEPENDENT
DIRECTORS, RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 3.


                         GENERAL INFORMATION

OTHER MATTERS TO COME BEFORE THE MEETING

Capital Company's Management does not know of any matters to be
presented at the Meeting other than those described in this Proxy
Statement.  If other business should properly come before the Meeting,
the proxy holders will vote thereon in accordance with their best
judgment.

SECTION 15(f) OF THE INVESTMENT COMPANY ACT

MetLife and GAMHC have agreed to use their best efforts to assure
compliance with the conditions of Section 15(f) of the Investment
Company Act of 1940.  Section 15(f) provides a non-exclusive safe harbor
for an investment adviser or any affiliated persons thereof to receive
any amount or benefit in connection with a transaction that results in a
change in control of or identity of the investment adviser to an
investment company as long as two conditions are met.  First, no "unfair
burden" may be imposed on the investment company as a result of the

                                10




<PAGE>
<PAGE>
transaction relating to the change of control or any express or implied
terms, conditions or understandings applicable thereto.  As defined in
the Investment Company Act of 1940, the term "unfair burden" includes
any arrangement during the two-year period after the change in control
whereby the investment adviser (or predecessor or successor adviser), or
any interested person of any such adviser, receives or is entitled to
receive any compensation, directly or indirectly, from the investment
company or its security holders (other than fees for bona fide
investment advisory or other services), or from any person in connection
with the purchase or sale of securities or other property to, from, or
on behalf of the investment company (other than bona fide ordinary
compensation as principal underwriter of the investment company).
Second, during the three-year period immediately following the change of
control, at least 75% of the investment company's board of directors
must not be "interested persons" of the investment adviser or the
predecessor investment adviser within the meaning of the Investment
Company Act of 1940.

VOTING RIGHTS

This Proxy Statement, and the accompanying solicitation of voting
instructions, is being sent to variable life insurance policyholders and
variable annuity contract holders whose policies or contracts are funded
by the separate accounts that invest in Capital Company.  The number of
shares as to which voting instructions may be given under a policy or
contract is determined by the number of full and fractional shares of
each Fund held in a separate account with respect to that particular
policy or contract.

Each Fund's shareholders of record (which are the insurance companies
that invest in the shares) at the close of business on October 29, 1999
(the "Record Date") will be entitled to be present and vote at the
Meeting with respect to shares of the Fund owned as of such Record Date.
For each Fund, as of the Record Date, the total number of shares
outstanding and entitled to vote was:

         Money Market Fund                   12,475,288.079 shares
         Bond Index Fund                      2,925,199.598 shares
         Asset Allocation Fund                3,261,952.898 shares
         Managed Equity Fund                  1,807,599.904 shares
         S&P 500 Index Fund                  14,675,689.010 shares
         Mid-Cap Equity Fund                    391,730.185 shares
         Small-Cap Equity Fund                1,747,731.225 shares
         International Index Fund               548,971.542 shares

A majority of the outstanding shares of Capital Company or each Fund on
the Record Date, represented in person or by proxy, must be present to
constitute a quorum.  If a quorum is not present at the Meeting, or if a
quorum is present but, at the meeting, sufficient votes to approve any
or all of the Proposals are not received, the persons named as proxies
may propose one or more adjournments of the Meeting to permit further
solicitation of proxies.  A shareholder vote may be taken on one or more
of the Proposals in this proxy statement prior to any adjournment if
sufficient votes have been received with respect to a Proposal.  Any
adjournment will require the affirmative vote of a majority of the
shares represented at the Meeting in person or by proxy.

                                11




<PAGE>
<PAGE>
The persons named in the enclosed proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of
any Proposal that has not been adopted, will vote against any
adjournments those proxies required to be voted against any Proposal
that has not been adopted, and will not vote any proxies that direct
them to abstain from voting on such Proposals.

General American and affiliated insurance companies, through certain of
their separate accounts, own all of the shares of the each Fund and each
has undertaken to vote its shares in accordance with voting instructions
received on a timely basis from the holders of variable life insurance
policies and variable annuity contracts who have allocated amounts to
one or more of the separate account subdivisions, or sub-accounts, that
invest in each Fund.  Each insurance company will vote the shares of a
Fund for which no timely instructions are received, and any shares owned
by separate accounts funding qualified plans, in proportion to the
voting instructions that are received with respect to all policies and
contracts participating in the Fund.  Voting Instruction Forms that are
properly executed and returned but that have no voting designation with
respect to a Proposal will be voted "For" the proposal.

Voting instructions may be revoked at any time prior to close of
business on December 20, 1999 (the deadline set forth above for timely
receipt of voting instructions), by executing and delivering later-dated
signed voting instructions to your insurance company.

To the knowledge of management of Capital Company, as of October 31,
1999, no director of Capital Company owned 1% or more of the outstanding
shares of any Fund, and the officers and directors of Capital Company
own, as a group, less than 1% of the shares of each Fund.

Appendix G to this proxy statement lists the persons that, to the
knowledge of the Funds, owned beneficially 5% or more of the outstanding
shares of any Fund as of October 31, 1999.

EXPENSES

Conning, or an entity controlling, controlled by, or under common
control with Conning, will pay the Funds' expenses in connection with
the Notice, this Proxy Statement and the Meeting, including the
printing, mailing, solicitation and vote tabulation expenses, legal
fees, and out-of-pocket expenses.

SERVICE PROVIDERS

Capital Company has no underwriter or distributor.  General American,
located at 700 Market Street, St. Louis, MO 63101, is Capital Company's
Administrator.

SHAREHOLDER PROPOSALS

Any shareholder wishing to recommend a proposal at the annual meeting to
be held in 2000 (if any) and to have such proposal included in any proxy
material distributed in 2000 should notify Capital Company in writing at
700 Market Street, St. Louis, Missouri 63101 at least 90 days before
May 1, 2000.

                                12




<PAGE>
<PAGE>
REPORTS TO SHAREHOLDERS

Capital Company will furnish, without charge, a copy of its Annual
Report and Semi-Annual Report upon request.  To request an Annual Report
and a Semi-Annual Report, please call General American at (877) 882-5714.


IN ORDER THAT THE PRESENCE OF A QUORUM AT THE MEETING MAY BE ASSURED,
PROMPT EXECUTION AND RETURN OF THE ENCLOSED VOTING INSTRUCTION FORM IS
REQUESTED.  A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE.


November __, 1999
700 Market Street
St. Louis, Missouri 63101

                                13



<PAGE>
<PAGE>
                             APPENDIX A
                             ----------

               FORM OF INVESTMENT ADVISORY AGREEMENT
                           BY AND BETWEEN
                  GENERAL AMERICAN CAPITAL COMPANY
                AND CONNING ASSET MANAGEMENT COMPANY

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

INVESTMENT ADVISORY AGREEMENT made as of the _____ day of _____,
[1999/2000], by and between GENERAL AMERICAN CAPITAL COMPANY
("Company"), a Maryland corporation, and CONNING ASSET MANAGEMENT
COMPANY ("Adviser"), a Missouri corporation which is registered as an
investment adviser under the Investment Advisers Act of 1940, whereby
the Adviser will act as investment adviser to the Company as follows:

                             ARTICLE I
                         Advisory Services
                         -----------------

The Company is an open-end, diversified management investment company,
incorporated under the laws of the State of Maryland on November 15,
1985.  The Company hereby employs the Adviser to act as the investment
adviser to and manager of the Company, and, subject to the supervision
of the Board of Directors of the Company ("Board"), to manage the
investment and reinvestment of the assets of the funds currently offered
for sale by the Company ("Funds") for the period and on the terms and
conditions set forth in this Agreement.  The Adviser hereby accepts such
employment and agrees during such period, at its own expense, to render
the services and to assume the obligations herein set forth for the
compensation provided for herein.  The Adviser shall for all purposes
herein be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized herein, have no authority to
act for or represent the Company in any way or otherwise be deemed an
agent of the Company.  The Adviser shall, for purposes of this
Agreement, have and exercise full investment discretion and authority to
act as agent for the Company in buying, selling or otherwise disposing
or managing the Company's investments, subject to the supervision of the
Board.

A. Duties of Adviser.  In carrying out its obligations to manage the
   -----------------
investment and reinvestment of the assets of the Company, the Adviser
shall, as appropriate and consistent with the limitations set forth in
Section C hereof:

   (a)  perform research and obtain and evaluate pertinent economic,
   statistical, and financial data relevant to the investment
   policies of each Fund of the Company as set forth in the
   prospectus for the Company, as amended from time to time;

   (b)  consult with the Board and furnish to the Board recommendations
   with respect to an overall investment strategy for each Fund of the
   Company for approval, modification, or rejection by the Board;

                                14




<PAGE>
<PAGE>
   (c)  seek out specific investment opportunities and take such
   steps as are necessary to implement any overall investment
   strategies approved by the Board, including making and carrying
   out day-to-day decisions to acquire or dispose of permissible
   investments, management of investments and any other property of
   the Company, and providing or obtaining such services as may be
   necessary in managing, acquiring or disposing of investments;

   (d)  regularly report to the Board with respect to the
   implementation of any approved overall investment strategy and any
   other activities in connection with management of the assets of
   the Company; and

   (e)  furnish to regulatory authorities having jurisdiction such
   information as may be requested in order for such authorities to
   ascertain that variable insurance operations are being conducted
   in accordance with applicable laws and regulations.

B. Employment of Sub-Adviser(s).  The Adviser shall have the
   ----------------------------
authority to employ, at its expense, one or more sub-advisers.  Where
applicable, reference herein to the Adviser shall include any sub-
advisers employed by the Adviser.  Any agreement between the Adviser and
any sub-adviser shall be subject to the terms for approval, renewal,
termination and amendment as provided herein with respect to the
Adviser, and such sub-adviser shall at all times be subject to the
direction of the Adviser and the Board, and any duly constituted
committee thereof, or any officer of the Company acting pursuant to like
authority.

C. Limitations on Advisory Services.  The Adviser shall perform the
   --------------------------------
services under this Agreement subject to the supervision and review of
the Board and in a manner consistent with the investment objectives,
policies, and restrictions of each Fund of the Company as stated in its
Registration Statement, as amended from time to time, filed with the
Securities and Exchange Commission, its Articles of Incorporation and
By-Laws, as amended from time to time, the provisions of the Investment
Company Act of 1940, as amended (the "Investment Company Act") and the
applicable requirements of the Internal Revenue Code of 1986, as
amended.

The Company has furnished or will furnish the Adviser with copies of the
Company's Prospectus, Articles of Incorporation, and By-Laws as
currently in effect and agrees during the continuance of the Agreement
to furnish the Adviser with copies of any amendments or supplements
thereto before or at the time the amendments or supplements become
effective.  The Adviser will be entitled to rely on all documents
furnished by the Company.

                                15




<PAGE>
<PAGE>
                         ARTICLE II
                Compensation of the Adviser
                ---------------------------

A. Investment Advisory Fee.  As compensation for its services to the
   -----------------------
Company, the Adviser shall receive monthly compensation based on an
annual percentage of the average daily value of the net assets of the
Funds of the Company as shown below:

      S&P 500 Index Fund                     .25 Percent
      Money Market Fund                      .125 Percent
      Bond Index Fund                        .25 Percent
      Asset Allocation Fund                  .50 Percent
      Small-Cap Equity Fund                  .25 Percent

      Managed Equity Fund Assets
      --------------------------

      First $10 million                      .40%
      Next $20 million                       .30%
      Balance over $30 million               .25%

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

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

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

      First $10 million                      .55%
      Next $10 million                       .45%
      Balance over $30 million               .40%

B. Allocation of Expenses.  The Adviser shall be responsible for
   ----------------------
payment of all expenses it may incur in performing the services set
forth in Article I hereunder.  Except for expenses specifically assumed
by the Adviser as stated above, the Company shall be responsible for all
expenses associated with the operations of the Company.

The Board shall determine the manner in which expenses are allocated to
the Funds of the Company, and the determination of the Board shall be
final and binding.

                                16




<PAGE>
<PAGE>
                            ARTICLE III
                  Fund Transactions and Brokerage
                  -------------------------------

The Adviser agrees to determine the securities to be purchased or sold
by each Fund of the Company, subject to the provisions of Article I, and
to place orders pursuant to its determinations either directly with the
issuer, with any broker-dealer or underwriter that specializes in the
securities for which the order is made, or with any other broker or
dealer selected by the Adviser, subject to the following limitations.

The Adviser is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio securities for each Fund of
the Company and will use its best efforts to obtain the most favorable
price and efficient execution of the Company's orders, taking into
account all appropriate factors, including: price; dealer spread or
commission, if any; size and difficulty of the transaction; 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 the Company.

Subject to the above requirements, nothing shall prohibit the Adviser
from selecting brokers or dealers with which it or the Company are
affiliated and from selecting brokers or dealers by virtue of sales of
insurance policies of General American Life Insurance Company or its
affiliates by such broker-dealers or their affiliates.

                             ARTICLE IV
                     Activities of the Adviser
                     -------------------------

The services of the Adviser to the Company under this Agreement are not
to be deemed exclusive and the Adviser will be free to render similar
services to others so long as its services under this Agreement are not
impaired.  It is understood that directors, officers, employees and
shareholders of the Company are or may become interested in the Adviser,
as directors, officers, employees or shareholders or otherwise, and that
directors, officers, employees or shareholders of the Adviser are or may
become similarly interested in the Company.

It is agreed that the Adviser may use any supplemental investment
research obtained for the benefit of the Company in providing investment
advice to its other investment advisory accounts.  The Adviser or its
subsidiaries may use such information in managing their own accounts.

Conversely, such supplemental information obtained by the placement of
business for the Adviser or other entities advised by the Adviser will
be considered by and may be useful to the Adviser in carrying out its
obligations to the Company.

Securities held by a Fund may also be held by separate investment
accounts or other investment companies for which the Adviser may act as
an adviser or by the Adviser or its affiliates.  Because of different
investment objectives or other factors, a particular security may be
bought by the Adviser or its affiliates or for one or more clients when
one or more clients are selling the

                                17




<PAGE>
<PAGE>
same security.  If purchases or sales of securities for the Company or
other entities for which the Adviser or its affiliates act as investment
adviser or for their advisory clients arise for consideration at or
about the same time, the Company agrees that the Adviser may make
transactions in such securities, insofar as feasible, for the respective
entities and clients in a manner deemed equitable to all.  To the extent
that transactions on behalf of more than one client of the Adviser
during the same period may increase the demand for securities being
purchased or the supply of securities being sold, the Company recognizes
that there may be an adverse effect on price.

It is agreed that, on occasions when the Adviser deems the purchase or
sale of a security to be in the best interests of the Company as well as
other accounts or companies, it may, to the extent permitted by
applicable laws and regulations, but will not be obligated to, aggregate
the securities to be so sold or purchased for the Company with those to
be sold or purchased for other accounts or companies in order to obtain
favorable execution and lower brokerage commissions.  In that event,
allocation of the securities purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Adviser in the manner
it considers to be most equitable and consistent with its fiduciary
obligations to the Company and to such other accounts or companies.  The
Company recognizes that in some cases this procedure may adversely
affect the size of the position obtainable for a Fund of the Company.

                             ARTICLE V
                   Effectiveness of the Agreement
                   ------------------------------

This Agreement shall not become effective unless and until it is
approved by the Company's Board (including a majority of directors who
are not parties to this Agreement or interested persons of any such
party to this Agreement), and by the Company's shareholders, and this
Agreement shall come into full force and effect on the date on which it
is so approved, provided that it shall not become effective as to any
subsequently created Fund until it has been approved by the Board
specifically for such Fund, and that implementation of any changes from
prior Agreements may be delayed until the start of the next month after
a change is approved by the shareholders.

                             ARTICLE VI
                       Term of the Agreement
                       ---------------------

As to each Fund of the Company, this Agreement shall continue in effect
from year to year so long as its continuance is approved annually by a
majority of the votes cast by those persons having voting rights in
respect of the Fund or by a vote by a majority of the members of the
Board, but in either event by the vote of a majority of the Board who
are not "interested persons" (as defined in the Investment Company Act)
of any party to this Agreement, cast in person at a meeting called for
the purpose of voting such approval.

                                18




<PAGE>
<PAGE>
As to each Fund of the Company, this Agreement:

   (1)  may be terminated without the payment of any penalty upon 60
   days' written notice to the Adviser either by the Board or by a
   majority vote of those persons having voting rights in respect of
   the affected Fund(s) of the Company:

   (2)  shall automatically terminate if it is assigned (within the
   meaning of the Investment Company Act) by the Adviser;

   (3)  may be terminated by the Adviser without payment of any
   penalty upon 60 days' written notice to the Secretary of the Board
   of the Company; and

   (4)  may be amended, changed, waived, discharged or terminated
   only by an instrument in writing signed by the party against which
   enforcement of the change, waiver, discharge or termination is
   sought.  An amendment of this Agreement shall not be effective
   until approved by (a) vote of the holders of a majority of the
   outstanding voting securities of the Fund or Funds affected; and
   (b) a majority of those directors of the Company who are not
   parties to this Agreement or interested persons of such a party,
   cast in person at a meeting called for the purpose of voting on
   such approval.

                            ARTICLE VII
                           Recordkeeping
                           -------------

The Adviser agrees to preserve for the period prescribed by the rules
and regulations of the Securities and Exchange Commission all records
the Adviser maintains for the Company as are required to be maintained
pursuant to said rules.  The Adviser agrees that all such records shall
be the property of the Company and shall be made available, within five
(5) business days of the request, to the Company's accountants or
auditors during regular business hours at the Adviser's offices upon
such prior written notice.  In the event of termination for any reason,
all such records shall be returned promptly to the Company, free from
any claim or retention of rights by the Adviser.  In addition, the
Adviser will provide any materials, reasonably related to the investment
advisory services provided hereunder, as may be reasonably requested in
writing by the directors or officers of the Company or as may be
required by any governmental agency having jurisdiction.  Adviser will
keep any information obtained in the course of performing under this
Agreement in confidence, and will not use such information for its own
benefit nor disclose it except as authorized by Company or as required
by regulatory authorities having jurisdiction.

                                19


<PAGE>
<PAGE>
                            ARTICLE VIII
                      Liability of the Adviser
                      ------------------------

In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties on the part of the Adviser
(or its officers, directors, agents, employees, controlling persons,
shareholders, and any other person or entity affiliated with the Adviser
or retained by it to perform or assist in the performance of its
obligations under this Agreement), neither the Adviser nor any of its
officers, directors, employees or agents shall be subject to liability
to the Company or to any shareholder or to any other person with a
beneficial interest in the Company for any act or omission in the course
of, or connected with, rendering advisory services hereunder, including
without limitation any error or judgment or mistake of law or for any
loss suffered by the Company or any shareholder or other person in
connection with the matters to which this Agreement relates, except to
the extent specified in Section 36(b) of the Investment Company Act
concerning loss resulting from a breach of fiduciary duty with respect
to the receipt of compensation for services.  The provisions of this
Article VIII shall not apply to services other than those relating
solely to the provision of investment advice rendered by the Adviser
pursuant to this Agreement.

                             ARTICLE IX
                           Governing Law
                           -------------

While this Agreement is intended by the parties to be governed by
Missouri law as to matters of state law, this Investment Advisory
Agreement is also subject to the provisions of the Investment Company
Act, as amended, and the rules and regulations of the Securities and
Exchange Commission thereunder, including such exemptions therefrom as
the Securities and Exchange Commission may grant.  Words and phrases
used herein shall be interpreted in accordance with that Act and those
rules and regulations.  As used with respect to the Company and the
holders of voting shares of any class of the Company's Capital Stock,
the term "majority of the outstanding voting shares" means the lesser of
(i) 67% or more of the voting shares represented at a meeting at which
the holders of more than 50% of the outstanding voting shares are
represented or (ii) more than 50% of the outstanding voting shares.

IN WITNESS WHEREOF, the parties have caused this 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:
- --------------------------------           ------------------------------
Christopher A. Martin, Secretary        Richard A. Liddy, President


                                   CONNING ASSET MANAGEMENT
Attest:                            COMPANY

                                        By:
- --------------------------------           ------------------------------
Fred M. Schpero, Secretary                                      , [Title]
                                        ------------------------

                                20





<PAGE>
<PAGE>
                             APPENDIX B
                             ----------

                    RATE OF COMPENSATION EARNED
                BY CONNING ASSET MANAGEMENT COMPANY
            UNDER CURRENT INVESTMENT ADVISORY AGREEMENT

For its services to the Funds, Conning charges a fee which is accrued
daily against each Fund.  The fees charged each Fund, stated as an
annual percentage of the average daily value of the Fund's net assets,
are:

         S&P 500 Index Fund                  0.25 percent
         Money Market Fund                   0.125 percent
         Bond Index Fund                     0.25 percent
         Asset Allocation Fund               0.50 percent
         Small-Cap Equity Fund               0.25 percent

The fee charged the International Index Fund, the Mid-Cap Equity Fund,
and the Managed Equity Fund is stated as a series of annual percentages
of the average daily value of each Fund's net assets.  The percentages
decrease with respect to a Fund's assets above certain amounts, as
follows:

<TABLE>
<CAPTION>
FUND                             ASSETS                              PERCENTAGE
- ----                             ------                              ----------
<S>                              <C>                                 <C>
International Index              First $10 million                   0.50 percent
Fund                             Next $10 million                    0.40 percent
                                 Balance over $20 million            0.30 percent

Mid-Cap Equity Fund              First $10 million                   0.55 percent
                                 Next $10 million                    0.45 percent
                                 Balance over $20 million            0.40 percent


Managed Equity Fund              First $10 million                   0.40 percent
                                 Next $20 million                    0.30 percent
                                 Balance over $30 million            0.25 percent
</TABLE>
                                21




<PAGE>
<PAGE>

                        APPENDIX C
                        ----------

<TABLE>
                         DIRECTORS AND PRINCIPAL EXECUTIVE OFFICER
                            OF CONNING ASSET MANAGEMENT COMPANY
<CAPTION>
                                 Position with
                                 Conning Asset
Name and Address<F*>             Management Company                  Principal Occupation
- --------------------             ------------------                  --------------------
<S>                              <C>                                 <C>
John B. Clinton                  Executive Vice President            Executive Vice President of
                                                                     Conning Corporation;
                                                                     Executive Vice President of
                                                                     Conning & Company

Michael D. McLellan              Executive Vice President            Executive Vice President of
                                                                     Conning Corporation;
                                                                     Director and President of
                                                                     Red Oak Realty and White
                                                                     Oak Realty Company;
                                                                     Director of Conning
                                                                     Mortgage Investment Trust,
                                                                     Inc.

Donald L. McDonald               Director, Executive Vice            Executive Vice President of
                                 President and Chief Investment      Conning Corporation and
                                 Officer                             Conning & Company

Thomas D. Sargent                Executive Vice President            Executive Vice President of
                                                                     Conning Corporation;
                                                                     Executive Vice President of
                                                                     Conning & Company

Fred M. Schpero                  Director, Senior                    Senior Vice President and
                                 Vice President                      Chief Financial Officer of
                                 and Chief                           Conning Corporation; Senior
                                 Financial Officer                   Vice President, Secretary,
                                                                     CFO, and Director of
                                                                     Conning, Inc., and Conning
                                                                     & Company; Director of
                                                                     Conning Mortgage Investment
                                                                     Trust, Inc.
<FN>
- -----------------
<F*> The address of Messrs. McLellan and Schpero is 700 Market Street, St. Louis, MO 63101.  The
address of Messrs. Clinton, McDonald, and Sargent is CityPlace II, 185 Asylum St., Hartford, CT
06103.
</TABLE>
                                22



<PAGE>
<PAGE>
                        APPENDIX D
                        ----------

         AGGREGATE AMOUNT OF INVESTMENT ADVISORY FEE
   CHARGED TO EACH FUND OF GENERAL AMERICAN CAPITAL COMPANY
            BY CONNING ASSET MANAGEMENT COMPANY
          DURING THE YEAR ENDED DECEMBER 31, 1998


      Money Market Fund                     $  258,922
      Bond Index Fund                          150,887
      Asset Allocation Fund                    565,993
      Managed Equity Fund                      172,210
      S&P 500 Index Fund                     1,484,539
      Mid-Cap Equity Fund                       42,637
      Small-Cap Equity Fund                    193,191
      International Index Fund                  48,268

                            23



<PAGE>
<PAGE>
                        APPENDIX E
                        ----------

          AGGREGATE AMOUNT OF COMPENSATION EARNED
     FROM EACH FUND OF GENERAL AMERICAN CAPITAL COMPANY
        BY GENERAL AMERICAN LIFE INSURANCE COMPANY
            UNDER MANAGEMENT SERVICES AGREEMENT
          DURING THE YEAR ENDED DECEMBER 31, 1998


      Money Market Fund                      $ 165,709
      Bond Index Fund                           30,177
      Asset Allocation Fund                    113,198
      Managed Equity Fund                       58,884
      S&P 500 Index Fund                       296,908
      Mid-Cap Equity Fund                        7,752
      Small-Cap Equity Fund                     38,638
      International Index Fund                  29,027

                            24




<PAGE>
<PAGE>
                        APPENDIX F
                        ----------

      OTHER REGISTERED INVESTMENT COMPANY PORTFOLIOS,
 ADVISED OR SUBADVISED BY CONNING, WITH INVESTMENT OBJECTIVE
      SIMILAR TO CAPITAL COMPANY'S MONEY MARKET FUND

<TABLE>
<CAPTION>
Name of Company                                                          Conning's Rate of
 and Portfolio             Conning's Role           Asset Size             Compensation
 -------------             --------------           ----------             ------------
<S>                        <C>                   <C>                         <C>
Sage Life Insurance Trust
- -- Money Market Fund       Sub-Adviser           $  2,064,609.41              0.15%
                                                                             per year

Mercantile Funds, Inc. --
Conning Money Market       Sub-Adviser           $220,563,910.49              0.15%
Portfolio                                                                    per year
</TABLE>

                            25





<PAGE>
<PAGE>
                        APPENDIX G
                        ----------

        BENEFICIAL OWNERS OF MORE THAN FIVE PERCENT
            OF THE SERIES OF SHARES ISSUED BY
             GENERAL AMERICAN CAPITAL COMPANY
                WITH RESPECT TO EACH FUND


As of October 29, 1999, to the knowledge of Capital Company management,
no person owned beneficially more than five percent (5%) of the
outstanding shares of any series of Capital Company's common stock,
except as indicated below:

<TABLE>
<CAPTION>
Fund                    Name and Address               Number of Shares               Percentage of Series
- ----                    ----------------               ----------------               --------------------
<S>                     <C>                            <C>                            <C>
S&P 500 Index Fund      General American Life          14,675,689.010                 100.00%
                        Insurance Company

Money Market Fund       General American Life           7,431,706.978                  59.57%
                        Insurance Company
                        Security Equity Life            2,731,137.331                  21.89%
                        Insurance Company
                        Cova Financial Services         2,209,338.429                  17.71%
                        Life Insurance Company

Bond Index Fund         General American Life           2,925,199.598                 100.00%
                        Insurance Company

Managed Equity Fund     General American Life           1,807,599.904                 100.00%
                        Insurance Company

Asset Allocation Fund   General American Life           2,663,681.092                  81.66%
                        Insurance Company
                        RGA Reinsurance Company           598,271.806                  18.34%

International Index     General American Life             548,971.542                 100.00%
Fund                    Insurance Company

Mid-Cap Equity Fund     General American Life             391,730.185                 100.00%
                        Insurance Company

Small-Cap Equity Fund   General American Life           1,747,731.225                 100.00%
                        Insurance Company
</TABLE>

                            26


<PAGE>
<PAGE>

GENERAL AMERICAN CAPITAL COMPANY    VOTING INSTRUCTIONS SOLICITED FOR AN ANNUAL
                                   MEETING OF SHAREHOLDERS ON DECEMBER 23, 1999

Name of policy/contract holder
Address
City, ST  00000

     Your policy or contract (no. ________) entitles you to give voting
instructions as to the following numbers of shares of General American
Capital Company ("Capital Company"):

Money Market Fund          XXX.XXX     S&P 500 Index Fund            XXX.XXX
Bond Index Fund            XXX.XXX     Mid-Cap Equity Fund           XXX.XXX
Asset Allocation Fund      XXX.XXX     Small-Cap Equity Fund         XXX.XXX
Managed Equity Fund        XXX.XXX     International Index Fund      XXX.XXX

     PLEASE COMPLETE, SIGN AND DATE THIS FORM AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE.  Please use blue or black ink or dark pencil; do
not use red ink.  Voting instructions must be received by
___________________ Insurance Company no later than Monday, December 20,
1999 at 5:00 p.m. local time to be included in the tally of timely
voting instructions.

     I hereby instruct _________________ Insurance Company to vote the
shares of Capital Company as to which I am entitled to give instructions
at an annual meeting of the shareholders of Capital Company (the
"Meeting") to be held at the home office of GenAmerica Corporation,
located at 700 Market Street, St. Louis, Missouri 63101, on Thursday,
December 23, 1999 at 10:00 a.m. Central Time, and at any adjournment
thereof, in the manner directed below.

     I hereby revoke any and all voting instructions with respect to
such shares previously given by me.  I acknowledge receipt of the Proxy
Statement dated November __, 1999, which describes each of the proposals
to be presented at the Meeting.

     THE BOARD OF DIRECTORS OF CAPITAL COMPANY RECOMMENDS A VOTE FOR
                                                                 ---
EACH PROPOSAL.  THIS INSTRUCTION WILL BE VOTED AS SPECIFIED.  IF NO
SPECIFICATION IS MADE AS TO ANY PROPOSAL, THIS INSTRUCTION WILL BE VOTED
"FOR" THAT PROPOSAL.

                            27





<PAGE>
<PAGE>

1.   To elect the following nominees as directors of Capital
     Company:
                                                                  Withhold
                                                        For      Authority
                                                        ---      ---------
     Theodore M. Armstrong      (three-year term)       [ ]         [ ]
     Alan C. Henderson          (two-year term)         [ ]         [ ]
     Richard A. Liddy           (one-year term)         [ ]         [ ]
     Harry E. Rich              (three-year term)       [ ]         [ ]

2.   To ratify or reject the contingent selection of Deloitte
     & Touche LLP as independent auditors of Capital Company
     for the year ending December 31, 2000.
                                             For      Against     Abstain
                                             ---      -------     -------
                                             [ ]        [ ]         [ ]

3.   To approve or disapprove a new Investment Advisory
     Agreement between Capital Company and Conning Asset
     Management Company with respect to the following Funds:
                                             For      Against     Abstain
                                             ---      -------     -------
     Money Market Fund                       [ ]        [ ]         [ ]
     Bond Index Fund                         [ ]        [ ]         [ ]
     Asset Allocation Fund                   [ ]        [ ]         [ ]
     Managed Equity Fund                     [ ]        [ ]         [ ]
     S&P 500 Index Fund                      [ ]        [ ]         [ ]
     Mid-Cap Equity Fund                     [ ]        [ ]         [ ]
     Small-Cap Equity Fund                   [ ]        [ ]         [ ]
     International Index Fund                [ ]        [ ]         [ ]

     (Please record your vote on Proposal #3 for those Funds as to which
     you are entitled to give instructions.)

4.   To transact such other business as may properly come before the
     Meeting or any adjournment thereof.


Date:
     ------------------------        --------------------------------
                                     Policy/Contract Holder Signature

     Signature should be exactly as the policy/contract holder's name
appears atop this Form.  If a fiduciary (e.g., attorney, executor,
trustee, guardian, etc.) is signing this Form on behalf of the
policy/contract holder, the fiduciary's signature must be followed by
his or her full title.

     These voting instructions may be revoked by arranging for later-
dated signed voting instructions to be received by
                                                  -------------------
Insurance Company no later than Monday, December 20, 1999 at 5:00 p.m.
local time.

                                28



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