GENERAL AMERICAN LIFE INSURANCE CO SEPARATE ACCOUNT ELEVEN
497, 1998-08-11
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<PAGE> 1
                                        Filed Pursuant to Rule 497(a)
                                        Registration No. 333-53477

               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                                  ISSUED BY
                   GENERAL AMERICAN LIFE INSURANCE COMPANY
       700 Market Street      St. Louis, MO 63101      (314) 231-1700

This Prospectus describes an individual flexible premium variable life
insurance Policy ("the Policy") offered by General American Life Insurance
Company ("General American" or "the Company").  The Policy is designed to
provide lifetime insurance protection and at the same time provide maximum
flexibility to vary premium payments and change the level of death benefits
payable under the Policy.  This flexibility allows an Owner to provide for
changing insurance needs under a single insurance policy.  An Owner also has
the opportunity to allocate Net Premiums among several investment portfolios
with different investment objectives.

The Policy provides for: (1) a Cash Surrender Value that can be obtained by
surrendering the Policy; (2) Policy Loans; and (3) a death benefit payable at
the Insured's death.  As long as a Policy remains in force before the
Insured's Attained Age 100, the death benefit will not be less than the
current Face Amount of the Policy.  A Policy will remain in force so long as
its Cash Surrender Value is sufficient to pay certain monthly charges imposed
in connection with the Policy.

After the end of the "Right to Examine Policy" period, Net Premiums may be
allocated to one or more of the Divisions of General American Separate
Account Eleven ("the Separate Account") or in certain contracts to General
American's General Account.  If Net Premiums are allocated to the Separate
Account, the amount of the Cash Value will vary to reflect the investment
performance of the investment Divisions selected by the Owner, the Policy may
lapse, and, depending on the death benefit option elected, the amount of the
death benefit above the minimum may also vary with that investment
performance.  The Owner bears the entire investment risk for all amounts
allocated to the Separate Account; there is no minimum guaranteed Cash Value.

Divisions of the Separate Account invest in corresponding Funds from the
following open-end, diversified management investment companies:  General
American Capital Company, Russell Insurance Funds, American Century Variable
Portfolios, J.P. Morgan Series Trust II, Variable Insurance Products Fund,
Variable Insurance Products Fund II,  and Van Eck Worldwide Insurance Trust.
Funds offered from General American Capital Company include 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, the Mid-Cap
Equity Fund, and the Small-Cap Equity Fund.  Funds offered from Russell
Insurance Funds include the  Multi-Style Equity Fund, the Aggressive Equity
Fund, the Non-U.S.  Fund, and the Core Bond Fund.  Funds offered from
American Century Variable Portfolios include the Income & Growth Fund, the
International Fund, and the Value Fund.  Funds offered from J.P. Morgan
Series Trust II include the Bond Portfolio and the Small Company Portfolio.
Funds offered from Variable Insurance Products Fund include the Equity-Income
Portfolio, the Growth Portfolio, the High Income Portfolio, and the Overseas
Portfolio.  The Fund offered from Variable Insurance Products Fund II is the
Asset Manager Portfolio.  The Funds offered from Van Eck Worldwide Insurance
Trust are the Worldwide Hard Assets Fund and the Worldwide Emerging Markets
Fund.  A full description of the Funds, including the investment policies,
restrictions, risks, and charges is contained in the Prospectus of each Fund.

It may not be advantageous to purchase a Policy as a replacement for another
type of life insurance or as a means to obtain additional insurance
protection if the purchaser already owns another flexible premium variable
life insurance policy.

This Prospectus must be accompanied by current Prospectuses for each Fund.

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.

Please read this Prospectus carefully and retain it for future reference.
The date of this Prospectus is July 1, 1998.  The Policies are not available
in all states.


THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE.  NO DEALER, SALESMAN, OR OTHER PERSON
IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON.


<PAGE> 2

<TABLE>
                            TABLE OF CONTENTS
<CAPTION>
                                                                    Page
<S>                                                                 <C>
Definitions                                                            1
Summary                                                                2
The Company and the Separate Account                                   8
    The Company
    The Separate Account
    General American Capital Company
    Russell Insurance Funds
    American Century Variable Portfolios
    J.P. Morgan Series Trust II
    Variable Insurance Products Fund
    Variable Insurance Products Fund II
    Van Eck Worldwide Insurance Trust
Addition, Deletion, or Substitution of Investments                    12
Policy Benefits                                                       12
    Death Benefit
    Cash Value
Policy Rights                                                         16
    Loans
    Surrender, Partial Withdrawals and Pro Rate Surrender
    Transfers
    Portfolio Rebalancing
    Dollar Cost Averaging
    Right to Examine Policy
    Death Benefit at Attained Age 100
Payment and Allocation of Premiums                                    21
    Issuance of a Policy
    Premiums
    Allocation of Net Premiums and Cash Value
    Policy Lapse and Reinstatement
Charges and Deductions                                                24
    Premium Expense Charges
    Monthly Deduction
    Contingent Deferred Sales Charge
    Separate Account Charges
Dividends                                                             27
The General Account                                                   27
General Matters                                                       29
Distribution of the Policies                                          32
Federal Tax Matters                                                   32
Unisex Requirements Under Montana Law                                 36
Safekeeping of the Separate Account's Assets                          36
Voting Rights                                                         36
State Regulation of the Company                                       37
Management of the Company                                             38
Legal Matters                                                         40
Legal Proceedings                                                     41
Experts                                                               41
Additional Information                                                41
Financial Statements                                                  41
Appendix A - Illustration of Death Benefits and Cash Values           43
</TABLE>


<PAGE> 3

                               DEFINITIONS

Attained Age - The Issue Age of the Insured plus the number of completed
Policy Years.

Beneficiary - The person(s) named in the application or by later designation
to receive Policy proceeds in the event of the Insured's death.  A
Beneficiary may be changed as set forth in the Policy and this Prospectus.

Cash Value - The total amount that a Policy provides for investment at any
time.  It is equal to the total of the amounts credited to the Owner in the
Separate Account and the General Account, including the Loan Account.

Cash Surrender Value - The Cash Value of a Policy on the date of surrender,
less any Indebtedness, and less any surrender charges.

Division - A subaccount of the Separate Account.  Each Division invests
exclusively in the shares of a corresponding Fund of either General American
Capital Company, Russell Insurance Funds, American Century Variable
Portfolios, J.P. Morgan Series Trust II, Variable Insurance Products Fund,
Variable Insurance Products Fund II, or Van Eck Worldwide Insurance Trust.

Effective Date - The date as of which insurance coverage begins under a
policy.

Face Amount - The minimum death benefit under the Policy so long as the
Policy remains in force.

Fund - A separate investment Portfolio of either General American Capital
Company, Russell Insurance Funds, American Century Variable Portfolios, J.P.
Morgan Series Trust II, Variable Insurance Products Fund, Variable Insurance
Products Fund II, or Van Eck Worldwide Insurance Trust.  Although sometimes
referred to elsewhere as "Portfolios," they are referred to herein as
"Funds," except where "Portfolio" is part of their name.

General Account -The assets of the Company other than those allocated to the
Separate Account or any other separate account.  The Loan Account is part of
the General Account.

Home Office - The service office of General American Life Insurance Company,
the mailing address of which is P.O. Box 14490, St. Louis, Missouri 63178.

Indebtedness - The sum of all unpaid Policy Loans and accrued interest on
loans.

Insured - The person whose life is insured under the Policy.

Investment Start Date - The date the initial premium is applied to the
General Account and/or the Divisions of the Separate Account.  This date is
the later of the Issue Date or the date the initial premium is received at
General American's Home Office.

Issue Age - The Insured's age at his or her nearest birthday as of the date
the Policy is issued.

Issue Date - The date from which Policy Anniversaries, Policy Years, and
Policy Months are measured.

Loan Account - The account of the Company to which amounts securing Policy
Loans are allocated.  The Loan Account is part of General American's General
Account.

Loan Subaccount - A Loan Subaccount exists for the General Account and for
each Division of the Separate Account.  Any Cash Value transferred to the
Loan Account will be allocated to the appropriate Loan Subaccount to reflect
the origin of the Cash Value.  At any point in time, the Loan Account will
equal the sum of all the Loan Subaccounts.

Monthly Anniversary - The same date in each succeeding month as the Issue
Date except that whenever the Monthly Anniversary falls on a date other than
a Valuation Date, the Monthly Anniversary will be deemed the next Valuation
Date.  If any Monthly Anniversary would be the 29th, 30th, or 31st day of a
month that does not have that number of days, then the Monthly Anniversary
will be the last day of that month.

Net Premium - The premium less the premium expense charges (consisting of the
sales charge and the premium tax charge).

Owner - The Owner of a Policy, as designated in the application or as
subsequently changed.

Policy - The flexible premium variable life insurance Policy offered by the
Company and described in this Prospectus.

Policy Anniversary - The same date each year as the Issue Date.

Policy Month - A month beginning on the Monthly Anniversary.

Policy Year - A period beginning on a Policy Anniversary and ending on the
day immediately preceding the next Policy Anniversary.

                                    1
<PAGE> 4

Portfolio - see Fund.

Pro-Rata Surrender - A requested reduction of both the Face Amount and the
Cash Value by a given percentage.

SEC - The United States Securities and Exchange Commission.

Separate Account - General American Separate Account Eleven, a separate
investment account established by the Company to receive and invest the Net
Premiums paid under the Policy, and certain other variable life policies, and
allocated by the Owner to provide variable benefits.

Target Premium - A premium calculated when a Policy is issued, based on the
Insured's age, sex (except in unisex policies) and risk class.  The target
premium is used to calculate the first year's premium expense charge, the
contingent deferred sales charge, and agent compensation under the Policy.
(See Charges and Deductions.)

Valuation Date - Each day that the New York Stock Exchange is open for
trading and the Company is open for business.  The Company is not open for
business the day after Thanksgiving.

Valuation Period - The period between two successive Valuation Dates,
commencing at 4:00 p.m.  (Eastern Standard Time) on a Valuation Date and
ending 4:00 p.m.  on the next succeeding Valuation Date.

                                 SUMMARY

The following summary of Prospectus information should be read in conjunction
with the detailed information appearing elsewhere in this Prospectus.  Unless
otherwise indicated, the description of the Policies contained in this
Prospectus assumes that a Policy is in force and that there is no outstanding
Indebtedness.

The Policy.  Under the flexible premium variable life insurance Policy
described in this Prospectus, the Owner may, subject to certain limitations,
make premium payments in any amount and at any frequency.  The Policy is a
life insurance contract with death benefits, Cash Value, surrender rights,
Policy Loan privileges, and other features traditionally associated with life
insurance.  It is a "flexible premium" Policy because, unlike traditional
insurance policies, there is no fixed schedule for premium payments.
Although the Owner may establish a schedule of premium payments ("planned
premium payments"), failure to make the planned premium payments will not
necessarily cause a Policy to lapse nor will making the planned premium
payments guarantee that a Policy will remain in force.  Thus, an Owner may,
but is not required to, pay additional premiums.  This flexibility permits an
Owner to provide for changing insurance needs within a single insurance
policy.

The Policy is a "variable" Policy because, unlike the fixed benefits under an
ordinary life insurance contract, to the extent that Net Premiums are
allocated to the Separate Account, the Cash Value and, under certain
circumstances, the death benefit under a Policy may increase or decrease
depending upon the investment performance of the Divisions of the Separate
Account to which the Owner has allocated Net Premium payments.  However, so
long as a Policy's Cash Surrender Value continues to be sufficient to pay the
monthly deductions, an Owner is guaranteed a minimum death benefit equal to
the Face Amount of his or her Policy, less any outstanding Indebtedness.

A Policy will lapse (and terminate without value) when the Cash Surrender
Value is insufficient to pay the next monthly deduction and a grace period of
62 days expires without an adequate payment being made by the Owner.  (See
Payment and Allocation of Premiums - Policy Lapse and Reinstatement.)

The Separate Account.  After the end of the "Right to Examine Policy" period,
the Owner may allocate the Net Premiums to the Separate Account and, if it is
available, to the General Account.  Amounts allocated to the Separate Account
are further allocated to one or more Divisions.  Assets of each Division are
invested at net asset value in shares of a corresponding Fund.  (See The
Company and the Separate Account,) An Owner may change future allocations of
Net Premiums at any time.

The option offered in connection with the Policies to allocate Net Premiums
or to transfer Cash Value to the General Account may not be made available,
at the Company's discretion, under all Policies.  Further, the option may be
limited with respect to some Policies.  The Company may, from time to time,
adjust the extent to which future premiums may be allocated to the General
Account in regard to any or all outstanding Policies.  Such adjustments may
not be uniform as to all Policies.

Until the end of the "Right to Examine Policy" period (See Policy Rights -
Right to Examine Policy), all Net Premiums automatically will be allocated to
the Division that invests in the Money Market Fund.  (See Payment and
Allocation of Premiums - Allocation of Net Premiums and Cash Value.)

To the extent Net Premiums are allocated to the Divisions of the Separate
Account, the Cash Value

                                    2
<PAGE> 5
will, and the death benefit may, vary with the investment performance of the
chosen Division.  To the extent Net Premiums are allocated to the General
Account, the Cash Value will accrue interest at a guaranteed minimum rate.
(See The General Account.)  Thus, depending upon the allocation of Net
Premiums, investment risk over the life of a Policy may be borne by the
Owner, by the Company, or by both.

Subject to certain restrictions, an Owner may transfer Cash Values among the
Divisions of the Separate Account or, it available, between the Separate
Account and the General Account.  Currently, no transaction charge is assessed
for the first twelve requested transfers or partial withdrawals in a Policy
Year. A charge of $25 applies to requested transfers or partial withdrawals
in excess of twelve. The Company reserves the right to revoke or modify the
transfer privilege.  (See Policy Rights - Transfers.)

Charges and Deductions.  A premium expense charge will be deducted from each
premium payment prior to allocation.  The premium expense charge consists of
a sales charge and a charge to cover premium taxes and federal taxes.  The
sales charge will never exceed the following levels:
<TABLE>
<S>                       <C>
      Policy Year 1       15% of premium up to Target
                           5% of premium above Target
      Policy Years 2-10    5% of all premium paid
      Policy Years 11+     2% of all premium paid
</TABLE>
For policies issued in the state of Oregon, the amounts shown above are
increased by 2%.

In addition to the sales charges shown above, there is a premium tax charge
in all policy years.  This charge varies by state or other jurisdiction and
provides a pass-through of the actual premium tax (if any) incurred as a
result of taxes imposed by the state or other jurisdiction.  State premium
taxes currently range from 0% to 3.5% (4% in Puerto Rico), with an average of
approximately 2.1%.  We reserve the right to change the premium tax charge as
a result of rate changes by the governing jurisdiction.  There is a federal
tax charge designed to pass through the equivalent of the federal tax
consequences applicable to the policy.  The federal tax charge is currently
1.3% of premium paid, and is guaranteed not to increase except to the extent
of any increases in the federal tax.  (See Charges and Deductions - Premium
Expense Charges.)

A Contingent Deferred Sales Charge (CDSC or Surrender Charge) to compensate
for sales expenses will also be assessed against the Cash Value under a
Policy upon a surrender, a lapse, a partial withdrawal, or Pro-Rata
Surrender.  The CDSC will never exceed 45% of the annual Target Premium
attributable to the base policy.  (See Policy Rights - Surrender, Partial
Withdrawals, and Pro-Rata Surrender; Policy Benefits - Death Benefit;  and
Charges and Deductions - Contingent Deferred Sales Charge.)  Reductions in
the Contingent Deferred Sales Charge are available in some situations.  (See
Adjustment of Charges.)

On each Monthly Anniversary, the Cash Value will be reduced by a monthly
deduction.  The monthly deduction includes an administrative charge which is
generally $25 per month for each Policy Month during the first Policy Year,
and $6 per month for each Policy Month beginning in the second Policy Year.
During the first ten Policy Years following the Issue Date and following an
increase in the Face Amount, we generally make a deduction for a selection
and issue expense charge.  This amount ranges from about 4 cents to 65 cents
per $1,000 of face amount, and varies by the Insured's age, sex, and risk
class.  (See Charges and Deductions - Monthly Deduction.)  A monthly charge
is also made for the cost of insurance, and the cost of any additional
benefits provided by rider.  (See Charges and Deductions - Monthly
Deduction.)

A daily charge based on a percentage of the net assets of each Division of
the Separate Account will be imposed for the Company's assumption of certain
mortality and expense risks incurred in connection with the Policies.  The
charge will not exceed an amount equal to the following effective annual
charges:
<TABLE>
<S>                           <C>
      Policy Years 1-10       .55% of net Separate Account assets
      Policy Years 11-20      .45% of net Separate Account assets
      Policy Years 21+        .35% of net Separate Account Assets
</TABLE>
This charge is not deducted from the Cash Value, but rather is applied to the
calculation of the net investment factor.  (See Charges and Deductions -
Separate Account Charges.)

The Company may make a charge for any  taxes or economic burden resulting
from the application of the tax laws that it determines to be properly
attributable to the Separate Account or to the Policy.  (See Federal Tax
Matters.)

The operating expenses of the Separate Account are paid by General American.
Investment Advisory fees and other operating expenses of the Funds are paid
by the Funds and are reflected in the value of the assets of the
corresponding Division of the Separate Account.  For a description of these
charges, see Charges and Deductions--Separate Account Charges.

The following chart shows the operating expenses of the Funds as reported for
the fiscal year ending December 31, 1997:

                                    3
<PAGE> 6


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

                                       Annual Fund Operating Expenses<F1>
                                     As a Percentage of Average Net Assets

- ----------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                   Investment
                       Fund                         Advisory/              Other Expenses               Total
                                                   Management
                                                      Fee
- ----------------------------------------------------------------------------------------------------------------
                                        General American Capital Company
- ----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                        <C>                      <C>
S&P 500 Index Fund                                    .25%                       .05%                     .30%
- ----------------------------------------------------------------------------------------------------------------
Money Market Fund                                     .125%                      .08%                     .205%
- ----------------------------------------------------------------------------------------------------------------
Bond Index Fund                                       .25%                       .05%                     .30%
- ----------------------------------------------------------------------------------------------------------------
Managed Equity Fund                                   .40%<F2>                   .10%                     .50%
- ----------------------------------------------------------------------------------------------------------------
Asset Allocation Fund                                 .50%                       .10%                     .60%
- ----------------------------------------------------------------------------------------------------------------
International Index Fund                              .50%<F3>                   .30%                     .80%
- ----------------------------------------------------------------------------------------------------------------
Mid-Cap Equity Fund                                   .55%<F4>                   .10%                     .65%
- ----------------------------------------------------------------------------------------------------------------
Small-Cap Equity Fund                                 .25%                       .05%                     .30%
- ----------------------------------------------------------------------------------------------------------------
<CAPTION>
                                            Russell Insurance Funds

                         (AMOUNTS SHOWN ARE AFTER FEE WAIVERS AND EXPENSE REIMBURSEMENTS DESCRIBED BELOW.)
- ----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                        <C>                      <C>
Multi-Style Equity Fund                               .09%<F5>                   .83%                     .92%<F5>
- ----------------------------------------------------------------------------------------------------------------
Aggressive Equity Fund                                .00%<F6>                  1.25%                    1.25%<F6>
- ----------------------------------------------------------------------------------------------------------------
Non-U.S. Fund                                         .00%<F7>                  1.30%                    1.30%<F7>
- ----------------------------------------------------------------------------------------------------------------
Core Bond Fund                                        .00%<F8>                   .80%                     .80%<F8>
- ----------------------------------------------------------------------------------------------------------------
<CAPTION>
                                      American Century Variable Portfolios
- ----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                        <C>                      <C>
Income & Growth Fund                                  .70%                       .00%                     .70%
- ----------------------------------------------------------------------------------------------------------------
International Fund                                   1.50%                       .00%                    1.50%
- ----------------------------------------------------------------------------------------------------------------
Value Fund                                           1.00%                       .00%                    1.00%
- ----------------------------------------------------------------------------------------------------------------
<CAPTION>
                                          J.P. Morgan Series Trust II
- ----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                        <C>                      <C>
Bond Portfolio                                        .30%                       .45%                     .75%
- ----------------------------------------------------------------------------------------------------------------
Small Company Portfolio                               .60%                       .55%                    1.15%
- ----------------------------------------------------------------------------------------------------------------
<CAPTION>
                                        Variable Insurance Products Fund
- ----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                        <C>                      <C>
Equity-Income Portfolio                               .50%                       .08%                     .58%
- ----------------------------------------------------------------------------------------------------------------
Growth Portfolio                                      .60%                       .09%                     .69%
- ----------------------------------------------------------------------------------------------------------------
Overseas Portfolio                                    .75%                       .17%                     .92%
- ----------------------------------------------------------------------------------------------------------------
High Income Portfolio                                 .59%                       .12%                     .71%
- ----------------------------------------------------------------------------------------------------------------
<CAPTION>
                                      Variable Insurance Products Fund II
- ----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                        <C>                      <C>
Asset Manager                                         .55%                       .10%                     .65%
- ----------------------------------------------------------------------------------------------------------------
<CAPTION>
                                       Van Eck Worldwide Insurance Trust
- ----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                        <C>                      <C>
Worldwide Hard Assets Fund                           1.00%                       .00%                    1.00%
- ----------------------------------------------------------------------------------------------------------------
Worldwide Emerging Markets Fund                      1.50%                       .00%                    1.50%
- ----------------------------------------------------------------------------------------------------------------

<FN>
<F1> The Fund expenses shown above are assessed at the underlying Fund level
and are not direct charges against the Separate Account assets or reductions
from the Policy's Cash Value.  These underlying Fund Expenses are taken into
consideration in computing each Fund's net asset value, which is used to
calculate the unit values in the Separate Account.  The management fees and
other expenses are more fully described in the prospectus of each individual
Fund.  The information relating to the Fund expenses was provided by the Fund
and was not independently verified by General American.  Except as otherwise
specifically noted, the management fees and other expenses are not currently
subject to fee waivers or expense reimbursements.

<F2> The fees charged by the Managed Equity Fund are stated as a series of
annual percentages of the average daily value of the net assets of the Fund.
The percentages decrease with respect to assets of the Fund above certain
amounts, as follows:  First $10 million, 0.40%; Next $20 million, 0.30%;
Balance over $30 million, 0.25%.

<F3> The fees charged by the International Index 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 Fund above
certain amounts, as follows:  First $10 million, 0.50%; Next $20 million,
0.40%; Balance over $20 million, 0.30%.

                                    4
<PAGE> 7

<F4> The fees charged by the Mid-Cap 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 Fund above certain
amounts, as follows:  First $10 million, 0.55%; Next $10 million, 0.45%;
Balance over $20 million, 0.40%.

<F5> The Manager has voluntarily agreed to waive a portion of its 0.78%
management fee, up to the full amount of that fee, equal to the amount by
which the Fund's total operating expenses exceed 0.92% of the Fund's average
daily net assets on an annual basis, and to reimburse the Fund for all
remaining expenses after fee waivers which exceed 0.92% of average daily net
assets on an annual basis.  The management fee waivers and reimbursements are
intended to be in effect for 1998, but may be revised or eliminated at any
time thereafter without notice to shareholders.  Absent the waiver, the
management fee would have been 0.78%, and total Fund expenses would have been
1.61% of average daily net assets.

<F6> The Manager has voluntarily agreed to waive a portion of its 0.95%
management fee, up to the full amount of that fee, equal to the amount by
which the Fund's total operating expenses exceed 1.25% of the Fund's average
daily net assets on an annual basis, and to reimburse the Fund for all
remaining expenses after fee waivers which exceed 1.25% of average daily net
assets on an annual basis.  The management fee waivers and reimbursements are
intended to be in effect for 1998, but may be revised or eliminated at any
time thereafter without notice to shareholders.  Absent the waiver, the
management fee would have been 0.95%, other expenses would have been 1.27%,
and total Fund expenses would have been 2.22% of average daily net assets.

<F7> The Manager has voluntarily agreed to waive a portion of its 0.95%
management fee, up to the full amount of that fee, equal to the amount by
which the Fund's total operating expenses exceed 1.30% of the Fund's average
daily net assets on an annual basis, and to reimburse the Fund for all
remaining expenses after fee waivers which exceed 1.30% of average daily net
assets on an annual basis.  The management fee waivers and reimbursements are
intended to be in effect for 1998, but may be revised or eliminated at any
time thereafter without notice to shareholders.  Absent the waiver, the
management fee would have been 0.95%, other expenses would have been 2.70%,
and total Fund expenses would have been 3.65% of average daily net assets.

<F8> The Manager has voluntarily agreed to waive a portion of its 0.60%
management fee, up to the full amount of that fee, equal to the amount by
which the Fund's total operating expenses exceed 0.80% of the Fund's average
daily net assets on an annual basis, and to reimburse the Fund for all
remaining expenses after fee waivers which exceed 0.80% of average daily net
assets on an annual basis.  The management fee waivers and reimbursements are
intended to be in effect for 1998, but may be revised or eliminated at any
time thereafter without notice to shareholders.  Absent the waiver, the
management fee would have been 0.60%, other expenses would have been 1.70%,
and total Fund expenses would have been 2.30% of average daily net assets.
</TABLE>

There are no transaction charges to cover the administrative costs of
processing the first twelve partial withdrawals or requested transfers of
Cash Value between Divisions of the Separate Account or the General Account
in any Policy Year.  There is a charge of $25 for each partial withdrawal or
requested transfer in excess of twelve.  (See Payment and Allocation of
Premiums - Allocation of Net Premiums and Cash Value; Policy Rights -
Surrender, Partial Withdrawals, and Pro-Rata Surrender; and The General
Account.)

Premiums.  An Owner has considerable flexibility concerning the amount and
frequency of premium payments.  A Policy will not become effective until the
Owner has paid an initial premium equal to one-twelfth (1/12) of the "Minimum
Premium" for the Policy.  This amount will be different for each Policy.
Thereafter, an Owner may, subject to certain restrictions, make premium
payments in any amount and at any frequency.  The Owner may also determine a
planned premium payment schedule.  The schedule will provide for a premium
payment of a level amount at a fixed interval over a specified period of
time.  An Owner need not, however, adhere to the planned premium payment
schedule.  For policies issued as a result of a term conversion from certain
General American term policies, the Company requires the Owner to pay an
initial premium, which combined with conversion credits given, if any, will
equal one full "Minimum Premium" for the Policy.  (See Payment and Allocation
of Premiums.)

If, during the first five Policy Years, the sum of all premiums paid on the
Policy, reduced by any partial withdrawals and any outstanding loan balance,
is greater than or equal to the sum of the no lapse monthly premiums for the
elapsed months since the Issue Date, the Policy will not lapse as a result of
a Cash Value less any loans, loans interest due, and any surrender charge
being insufficient to pay the monthly deduction.  A Policy will lapse only
when the Cash Surrender Value is insufficient to pay the next monthly
deduction (See Charges and Deductions - Monthly Deduction.) and a grace
period expires without a sufficient payment by the Owner.  (See Payment and
Allocation of Premiums - Policy Lapse and Reinstatement.)

Death Benefit.  A death benefit is payable to the named Beneficiary when the
Insured under a Policy dies.  Three death benefit options are available.
Under Death Benefit Option A, the death benefit is

                                    5
<PAGE> 8
the Face Amount of the Policy or, if greater, the applicable percentage of
Cash Value.  Under Death Benefit Option B, the death benefit is the Face
Amount of the Policy plus the Cash Value or, if greater, the applicable
percentage of Cash Value.  Under Death Benefit Option C, the death benefit is
the Face Amount of the Policy or, if greater, the Cash Value multiplied by
the Attained Age factor.  So long as the Policy remains in force, prior to
Attained Age 100 the minimum death benefit under any death benefit option
will be at least the current Face Amount.  The death benefit will be
increased by any unpaid dividends determined prior to the Insured's death,
and by the amount of the cost of insurance for the portion of the month from
the date of death to the end of the month, and reduced by any outstanding
Indebtedness.  The death benefit will be paid according to the settlement
options available at the time of death.  (See Policy Benefits - Death
Benefit.)

The minimum Face Amount at issue is generally $50,000 under the Company's
current rules.  Subject to certain restrictions, the Owner may change the
Face Amount and the death benefit option.  In certain cases evidence of
insurability may be required.  (See Change in Death Benefit Option, and
Change In Face Amount.)

Additional insurance benefits are offered under the Policy.  (See General
Matters - Additional Insurance Benefits.) The cost of these additional
insurance benefits will be deducted from the Cash Value as part of the
monthly deduction.  (See Charges and Deductions - Monthly Deduction.)

Cash Value.  The Policies provide for a Cash Value equal to the total of the
amounts credited to the Owner in the Separate Account, the Loan Account
(securing Policy Loans) and in certain contracts, the General Account.  A
Policy's Cash Value will reflect the amount and frequency of Net Premium
payments, the investment performance of any selected Divisions of the
Separate Account, any Policy Loans and related interest, any partial
withdrawals, and the charges imposed in connection with the Policy.  (See
Policy Benefits - Cash Value.) There is no minimum guaranteed Cash Value.

Policy Loans.  An Owner may borrow against the Cash Value of a Policy.  The
maximum amount that may be borrowed under a Policy ("the Loan Value") is the
Cash Value of the Policy on the date the loan request is received, plus
interest expected to be earned on the loan balance to the next Policy
Anniversary at the General Account's guaranteed interest rate, less loan
interest to the next Policy Anniversary, less any outstanding Indebtedness,
less any surrender charges, less monthly deductions to the next loan interest
due date.  Loan interest is payable on each Policy Anniversary and all
outstanding Indebtedness will be deducted from proceeds payable at the
Insured's death, upon the exercise of a settlement option, or upon surrender.

A Policy loan will be allocated among the General Account (if available) and
the various Divisions of the Separate Account.  When a loan is allocated to
the Divisions of the Separate Account, a portion of the Policy's Cash Value
in  the Divisions of the Separate Account sufficient to secure the loan will
be transferred to the Loan Account as security for the loan.  Therefore, a
loan may have impact on the Policy's Cash Value even if it is repaid.  A
Policy Loan may be repaid in whole or in part at any time while the Policy is
in force.  (See Policy Rights - Loans.) Loans taken from, or secured by, a
Policy may have Federal income tax consequences.  (See Federal Tax Matters.)

Surrender, Partial Withdrawals, and Pro-Rata Surrender.  At any time that a
Policy is in force, an Owner may elect to surrender the Policy and receive
its Cash Surrender Value plus the value of dividends (if any) determined
prior to the surrender.  After the first year, an Owner may also request a
partial withdrawal of the Cash Surrender Value of the Policy.  When the death
benefit is not based on an applicable percentage of the Cash Value, a partial
withdrawal reduces the death benefit payable under the Policy by an amount
equal to the reduction in the Policy's Cash Value unless the withdrawal is
made under the terms of the anniversary partial withdrawal rider.  (See
General Matters - Additional Insurance Benefits.)  An Owner may also request
a Pro-Rata Surrender of the Policy.  (See Policy Rights - Surrender, Partial
Withdrawals, and Pro-Rata Surrender.) A surrender, partial withdrawal, or
Pro-Rata Surrender may have Federal income tax consequences.  (See Federal
Tax Matters.)

Right to Examine Policy.  The Owner has a limited right to return a Policy
for cancellation within 20 days after receiving it (30 days if the Owner is a
resident of California and is age 60 or older), or within 45 days after the
application is signed, whichever is later (or such longer period, if any, as
required by law).  If a Policy is canceled within this time period, a refund
will be paid which will equal all premiums paid under the Policy except in
Kansas.  The Owner also has a similar right to cancel a requested increase in
Face Amount.  Upon cancellation of an increase, the additional charges
deducted in connection with the increase will be added to the Cash Value.
(See Policy Rights - Right to Examine Policy.)

Illustrations of Death Benefits and Cash Surrender Values.  Illustrations in
Appendix A show how death benefits and Cash Surrender Values may vary based
on certain rate of return assumptions and how these

                                    6
<PAGE> 9
benefits compare with amounts which would accumulate if premiums were
invested to earn interest at 5% compounded annually.  If a Policy is
surrendered in the early Policy Years the Cash Surrender Value payable will
be low as compared to premiums accumulated at interest, and consequently the
insurance protection provided prior to surrender will be costly.  You may
make a written request for  a projection of illustrated future Cash Values
and death benefits for a nominal fee not to exceed $25.00.

Tax Consequences of the Policy.  If a Policy is issued on the basis of a
standard premium class or on a guaranteed or simplified issue basis, while
limited guidance exists, the Company believes that the Policy should qualify
as a life insurance contract for Federal income tax purposes.  However, if a
Policy is issued on a substandard basis, it is unclear whether or not such a
Policy would qualify as a life insurance contract for Federal income tax
purposes.  Assuming that the Policy qualifies as a life insurance contract
for Federal income tax purposes, the Company believes the Cash Value of the
Policy should be subject to the same Federal income tax treatment as the Cash
Value of a conventional fixed-benefit contract.  If so, the Owner is not
considered to be in constructive receipt of the Cash Value under the Policy
until there is a distribution.  A change of Owners, a surrender, a partial
withdrawal, a Pro-Rata Surrender, a lapse with outstanding Indebtedness, or
an exchange may have tax consequences, depending on the particular
circumstances.  (See Federal Tax Matters.)

A Policy may be treated as a "modified endowment contract" depending upon the
amount of premiums paid in relation to the death benefit.  If the Policy is a
modified endowment contract, then all pre-death distributions, including
Policy Loans and due but unpaid loan interest, will be treated first as a
distribution of taxable income and then as a return of basis or investment in
the contract.  In addition, prior to the Owner's age 59 1/2 taxable income
from such distributions generally will be subject to a 10% additional tax.

If the Policy is not a modified endowment contract, distributions generally
will be treated first as a return of basis or investment in the contract and
then as disbursing taxable income.  Moreover, loans will not be treated as
distributions.  Finally, neither distributions nor loans from a Policy that
is not a modified endowment contract are subject to the 10% additional tax.
(See Federal Tax Matters.)

Dividends.  We do not anticipate that the Policy will share in the divisible
surplus of the Company in the form of a dividend.  (See Dividends.)

                                  * * *

This Prospectus describes only those aspects of the Policy that relate to the
Separate Account, except where General Account matters are specifically
mentioned.  For a brief summary of the aspects of the Policy relating to the
General Account, see The General Account.

                      THE COMPANY AND THE SEPARATE
                                 ACCOUNT

                               The Company

General American Life Insurance Company ("General American" or "the Company")
was originally incorporated as a stock company in 1933.  In 1936, General
American initiated a program to convert to a mutual life insurance company.
In 1997, General American's policyholders approved a reorganization of the
Company into a mutual holding company structure under which General American
became a stock company wholly owned by GenAmerica Corporation, an
intermediate stock holding company.  GenAmerica is wholly owned by General
American Mutual Life Insurance Company, a mutual holding company organized
under Missouri law.  The mutual holding company structure retains mutuality
as General American's ultimate parent company is wholly owned by General
American's policyholders.

General American is principally engaged in writing individual and group life
insurance policies and annuity contracts.  As of December 31, 1997, it had
consolidated assets of approximately $24 billion.  It is admitted to do
business in 49 states, the District of Columbia, Puerto Rico, and in ten
Canadian provinces.  The principal offices of General American are located at
700 Market Street, St. Louis, Missouri 63101.  The mailing address of General
American's service center ("the Home Office") is P.O. Box 14490, St. Louis,
Missouri 63178.

                          The Separate Account

General American Life Insurance Company Separate Account Eleven ("the
Separate Account") was established by General American as a separate
investment account on January 24, 1985 under Missouri law.  The Separate
Account will receive and invest the Net Premiums paid under this Policy and
allocated to it.  In addition, the Separate Account currently receives and
invests Net Premiums for other classes of flexible premium variable life
insurance policies and might do so for additional classes in the future.

The Separate Account has been registered with the SEC as a unit investment
trust under the Investment Company Act of 1940 ("the 1940 Act") and meets

                                    7
<PAGE> 10
the definition of a "separate account" under Federal securities laws.
Registration with the SEC does not involve supervision of the management or
investment practices or policies of the Separate Account or General American
by the SEC.

The Separate Account currently is divided into twenty-four Divisions.
Divisions invest in corresponding Funds from one of seven open-end,
diversified management investment companies: (1) General American Capital
Company, (2) Russell Insurance Funds, (3) American Century Variable
Portfolios, (4) J.P. Morgan Series Trust II, (5) Variable Insurance Products
Fund, (6) Variable Insurance Products Fund II, and (7) Van Eck Worldwide
Insurance Trust.  Income and both realized and unrealized gains or losses
from the assets of each Division of the Separate Account are credited to or
charged against that Division without regard to income, gains, or losses from
any other Division of the Separate Account or arising out of any other
business General American may conduct.

Although the assets of the Separate Account are the property of General
American, the assets in the Separate Account equal to the reserves and other
liabilities of the Separate Account are not chargeable with liabilities
arising out of any other business which General American may conduct.  The
assets of the Separate Account are available to cover the general liabilities
of General American only to the extent that the Separate Account's assets
exceed its liabilities arising under the Policies.  From time to time, the
Company may transfer to its General Account any assets of the Separate
Account that exceed the reserves and the Policy liabilities of the Separate
Account (which will always be at least equal to the aggregate Policy value
allocated to the Separate Account under the Policies).  Before making any
such transfers, General American will consider any possible adverse impact
the transfer may have on the Separate Account.

                    General American Capital Company

General American Capital Company ("the 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.  Only the
Funds described in this section of the Prospectus are currently available as
investment choices for this Policy even though additional Funds may be
described in the prospectus for the Capital Company.  Shares of Capital
Company are currently offered to separate accounts established by General
American Life Insurance Company and affiliates.  The Capital Company's
investment adviser is Conning Asset Management Company ("the Adviser"), an
indirect, majority-owned subsidiary of General American.  The adviser selects
investments for the Funds.

The investment objectives and policies of each Fund are summarized below:

    S&P 500 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 Composite Index of 500 Stocks
    ("the S&P Index") as its standard for performance comparison.
    The Fund attempts to duplicate the performance of the S&P Index
    and includes dividend income as a component of the Fund's total
    return.  The Fund is not managed by Standard & Poor's.

    The Money Market Fund: The investment 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.  The 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 Capital
    Company 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: The investment objective of this Fund
    is to obtain investment results that parallel the price and yield
    performance of publicly-traded common stocks

                                    8
<PAGE> 11
    in the Morgan Stanley Capital International ("MSCI") Europe,
    Australia and Far East Index ("EAFE").

    Mid-Cap Equity Fund: The investment objective of this Fund is
    capital appreciation.  It pursues this objective by investing
    primarily in common stocks of United States-based, publicly
    traded companies with medium market capitalizations falling
    within the capitalization range of the S&P Mid-Cap 400 at the
    time of the Fund's investment.

    Small-Cap Equity Fund: The investment objective of this Fund is
    to provide a rate of return that corresponds to the performance
    of the common stock of small companies, while incurring a level
    of risk that is generally equal to the risks associated with
    small company common stock.  The Fund attempts to duplicate the
    performance of the smallest 20% of companies, based on
    capitalization size, that are based in the United States and
    listed on the New York Stock Exchange ("NYSE").

                         Russell Insurance Funds

Russell Insurance Funds ("RIF") is organized as a Massachusetts business
trust under a Master Trust Agreement dated July 11, 1996.  RIF is authorized
to issue an unlimited number of shares evidencing beneficial interests in
different investment Funds, which interests may be offered in one or more
classes.  RIF is a diversified open end management investment company,
commonly known as a "mutual fund."  Frank Russell Company, which is a
consultant to RIF, has been primarily engaged since 1969 in providing asset
management consulting services to large corporate employee benefit funds.
Major components of its consulting services are: (i) quantitative and
qualitative research and evaluation aimed at identifying the most appropriate
investment management firms to invest large pools of assets in accord with
specific investment objectives and styles; and (ii) the development of
strategies for investing assets using "multi-style, multi-manager
diversification."  This is a method for investing large pools of assets by
dividing the assets into segments to be invested using different investment
styles, and selecting money managers for each segment based upon their
expertise in that style of investment.  General management of RIF is provided
by Frank Russell Investment Management Company, a wholly-owned subsidiary of
Frank Russell Company, which furnishes officers and staff required to manage
and administer RIF on a day-to-day basis.

The investment objectives and policies of each Fund are summarized below:

    Multi-Style Equity Fund: The investment objective of this Fund is to provide
    income and capital growth by investing principally in equity securities.

    Aggressive Equity Fund: This Fund seeks to provide capital appreciation by
    assuming a higher level of volatility than is ordinarily expected from the
    Multi-Style Equity Fund while still investing in equity securities.

    Non-U.S. Fund: This Fund's objective is to provide favorable total return
    and additional diversification for U.S. investors by investing primarily in
    equity and fixed-income securities of non-U.S. companies, and securities
    issued by non-U.S. governments.

    Core Bond Fund: This Fund's objective is to maximize total return, through
    capital appreciation and income, by assuming a level of volatility
    consistent with the broad fixed-income market.  The Fund invests in
    fixed-income securities.

                  American Century Variable Portfolios

American Century Variable Portfolios, Inc., a part of American Century
Investments, was organized as a Maryland corporation on June 4, 1987.  It is
a diversified, open-end management investment company.  Its business and
affairs are managed by its officers under the Direction of its Board of
Directors.  American Century Investment Management, Inc. serves as the
investment manager of the fund.

The investment objective and policies of the Funds are summarized below:

    Income & Growth Fund:  The investment objective of this Fund is
    to attain long-term growth of capital as well as current income.
    The Fund pursues a total return and dividend yield that exceed
    those of the S&P 500 by investing in stocks of companies with
    strong dividend growth potential.  Dividends are paid monthly.

    International Fund:  This Fund seeks capital growth over time by
    investing in common stocks of foreign companies considered to
    have better-than-average prospects for appreciation.  Because the
    Fund invests in foreign securities, a higher degree of short-term
    price volatility, or risk, is expected due to factors such as
    currency fluctuation and political instability.

    Value Fund:  This Fund is a core equity fund that seeks long-term
    capital growth.  Income is a secondary objective.  To pursue its
    objectives, the fund invests primarily in equity securities of

                                    9
<PAGE> 12
    well-established companies that are believed by management to be
    undervalued at the time of purchase.  Please note that this is an
    equity investment and, by nature, may fluctuate in value.

                       J.P. Morgan Series Trust II

J.P. Morgan Series Trust II is an open-end diversified management investment
company organized as a Delaware Business Trust.  The Trust's investment
adviser is J.P. Morgan Investment Management, Inc., a registered investment
adviser and a wholly owned subsidiary of J.P. Morgan & Co., Incorporated, a
bank holding company organized under the laws of Delaware.

The investment objective and policies of the Funds are summarized below:

    Bond Portfolio:  This Fund seeks to provide a high total return
    consistent with moderate risk of capital and maintenance of
    liquidity.  The Fund is designed for investors who seek a total
    return over time that is higher than that generally available
    from a portfolio of short-term obligations while acknowledging
    the greater price fluctuation of longer-term instruments.

    Small Company Portfolio:  The investment objective of this Fund
    is to provide high total return from a portfolio of equity
    securities of small companies.  The Fund invests at least 65% of
    the value of its total assets in the common stock of small U.S.
    Companies primarily with market capitalizations less than $1
    billion.  The Fund is designed for investors who are willing to
    assume the somewhat higher risk of investing in small companies
    in order to seek a higher return over time than might be expected
    from a portfolio of stocks of large companies.

                    Variable Insurance Products Fund

Variable Insurance Products Fund ("VIP") is an open-end, diversified
management investment company organized as a Massachusetts business trust on
November 13, 1981.  Only the Funds described in this section of the
Prospectus are currently available as investment choices for this Policy even
though additional Funds may be described in the prospectus for VIP.  VIP
shares are purchased by insurance companies to fund benefits under variable
insurance and annuity policies.  Fidelity Management & Research Company
("FMR") of Boston, Massachusetts is the Funds' Manager.

The investment objectives and policies of each Fund are summarized below:

    Equity-Income Portfolio: The investment objective of this Fund is
    income, obtained by investing primarily in income-producing
    equity securities.  In choosing these securities, FMR will also
    consider the potential for capital appreciation.  The Fund's goal
    is to achieve a yield which exceeds the composite yield on the
    securities comprising the Standard & Poor's Composite Index of
    500 Stocks.

    Growth Portfolio: The investment objective of this Fund is
    capital appreciation.  The Fund normally purchases common stocks,
    although its investments are not restricted to any one type of
    security.  Capital appreciation may also be obtained from other
    types of securities, including bonds and preferred stocks.

    Overseas Portfolio: The investment objective of this Fund is
    long-term growth of capital.  The Fund invests primarily in
    foreign securities.  The Overseas Portfolio provides a means for
    investors to diversify their own portfolios by participation in
    companies and economies outside of the United States.

    High Income Portfolio:  The investment objective of this Fund is
    a high level of current income.  The Fund seeks to fulfill the
    objective by investing primarily in high-yielding, lower-rated,
    fixed-income securities, while also considering growth of
    capital.  Lower-rated securities, commonly referred to as "junk
    bonds," involve greater risk of default or price change than
    securities assigned a higher quality rating.

                   Variable Insurance Products Fund II

Variable Insurance Products Fund II ("VIP II") is an open-end, diversified
management investment  company organized as a Massachusetts business trust on
March 21, 1988.  Only the Fund described in this section of the Prospectus is
currently available as an investment choice for this Policy even though
additional Funds may be described in the prospectus for VIP II.  VIP II
shares are purchased by insurance companies to fund benefits under variable
insurance and annuity policies.  FMR is the Fund's manager.

The investment objective and policies of the Funds are summarized below:

    Asset Manager:  The investment objective of this Fund is to seek
    a high total return with reduced risk over the long-term by
    allocating its assets among domestic and foreign stocks, bonds,
    and short-term fixed income instruments.

                                    10
<PAGE> 13

                    Van Eck Worldwide Insurance Trust

Van Eck Worldwide Insurance Trust ("Van Eck") is an open-end management
investment company organized as a Massachusetts business trust on January 7,
1987.   Only the Funds described in this section of the Prospectus is
currently available as an investment choice for this Policy even though
additional Funds may be described in the prospectus for Van Eck.  Shares of
Van Eck are offered only to separate accounts of various insurance companies
to support benefits of variable insurance and annuity policies.  The assets
of Van Eck are managed by Van Eck Associates Corporation of New York, New
York.

The investment objectives and policies of the Fund are summarized below:

    Worldwide Hard Assets Fund:  The investment objective of the Fund
    is to seek long-term capital appreciation by investing in equity
    and debt securities of companies engaged in the exploration,
    development, production, and distribution of one or more of the
    following:  (i) precious metals, (ii) ferrous and non-ferrous
    metals, (iii) oil and gas, (iv) forest products, (v) real estate,
    and (vi) other basic non-agricultural commodities (together,
    "Hard Assets").  Current income is not an objective.

    Worldwide Emerging Markets Fund:  The investment objective of
    this Fund is to obtain long-term capital appreciation by
    investing in equity securities in emerging markets around the
    world.  The Fund emphasizes primarily investment in countries
    that, compared to the world's major economies, exhibit relatively
    low gross national product per capita, as well as the potential
    for rapid economic growth.

There is no assurance that any of the Funds will achieve its stated
objective.  It is conceivable that in the future it may be disadvantageous
for Funds to offer shares to separate accounts of various insurance companies
to serve as the investment medium for their variable products or for both
variable life and annuity separate accounts to invest simultaneously in a
Fund.  The Boards of Trustees of RIF, VIP, VIP II, and Van Eck, the Boards of
Directors of Capital Company, American Century, and J.P. Morgan, the
respective Advisers of each Fund, and the Company and any other insurance
companies participating in the Funds are required to monitor events to
identify any material irreconcilable conflicts that may possibly arise, and
to determine what action, if any, should be taken in response to those events
or conflicts.  A more detailed description of the Funds, their investment
policies, restrictions, risks, and charges is in the prospectuses for each
Fund, which must accompany or precede this Prospectus and which should be
read carefully.

           Addition, Deletion, or Substitution of Investments

The Company reserves the right, subject to compliance with applicable law, to
make additions to, deletions from, or substitutions for the shares that are
held by the Separate Account or that the Separate Account may purchase.  The
Company reserves the right to eliminate the shares of any of the Funds and to
substitute shares of another Fund of Capital Company, RIF, VIP, VIP II, Van
Eck, American Century, J.P. Morgan or of another registered open-end
investment company if the shares of a Fund are no longer available for
investment or if in its judgment further investment in any Fund becomes
inappropriate in view of the purposes of the Separate Account.  The Company
will not substitute any shares attributable to an Owner's interest in a
Division of the Separate Account without notice to the Owner and prior
approval of the SEC, to the extent required by the 1940 Act or other
applicable law.  Nothing contained in this Prospectus shall prevent the
Separate Account from purchasing other securities for other series or classes
of policies, or from permitting a conversion between series or classes of
policies on the basis of requests made by Owners.

The Company also reserves the right to establish additional Divisions of the
Separate Account, each of which would invest in a new Fund with a specified
investment objective.  New Divisions may be established when, in the sole
discretion of the Company, marketing needs or investment conditions warrant.
Any new Division will be made available to existing Owners on a basis to be
determined by the Company.  To the extent approved by the SEC, the Company
may also eliminate or combine one or more Divisions, substitute one Division
for another Division, or transfer assets between Divisions if, in its sole
discretion, marketing, tax, or investment conditions warrant.

In the event of a substitution or change, the Company may, if it considers it
necessary, make such changes in the Policy by appropriate endorsement and
offer conversion options required by law, if any.  The Company will notify
all Owners of any such changes.

If deemed by the Company to be in the best interests of persons having voting
rights under the Policy, and to the extent any necessary SEC approvals or
Owner votes are obtained, the Separate Account may be: (a) operated as a
management company under the 1940 Act; (b) de-registered under that Act in
the event such registration is no longer required; or (c) combined with other
separate accounts of the Company.  To the extent permitted by applicable

                                    11
<PAGE> 14
law, the Company may also transfer the assets of the Separate Account
associated with the Policy to another separate account.

                             POLICY BENEFITS

                              Death Benefit

As long as the Policy remains in force (See Payment and Allocation of
Premiums - Policy Lapse and Reinstatement), the Company will, upon receipt of
proof of the Insured's death at its Home Office, pay the death benefit  in a
lump sum.  The amount of the death benefit payable will be determined at the
end of the Valuation Period during which the Insured's death occurred.  The
death benefit will be paid to the surviving Beneficiary or Beneficiaries
specified in the application or as subsequently changed.

The Policy provides three death benefit options:  "Death Benefit Option A,"
"Death Benefit Option B," and "Death Benefit Option C."  The death benefit
under all options will never be less than the current Face Amount of the
Policy (less Indebtedness) as long as the Policy remains in force.  (See
Payment and Allocation of Premiums - Policy Lapse and Reinstatement.)  The
current minimum Face Amount is generally $50,000.

Death Benefit Option A.  Under Death Benefit Option A, the death benefit
until the Insured reaches Attained Age 100 is the current Face Amount of the
Policy or, if greater, the applicable percentage of Cash Value on the date of
death.  At Attained Age 100 and above, the death benefit is 101% of the Cash
Value.  The applicable percentage is 250% for an Insured reaching Attained
Age 40 or below on the Policy Anniversary prior to the date of death.  For
Insureds with an a Attained Age over 40 on that Policy Anniversary, the
percentage is lower and declines with age as shown in the Applicable
Percentage of Cash Value Table shown below.  Accordingly, under Death Benefit
Option A the death benefit will remain level at the Face Amount unless the
applicable percentage of Cash Value exceeds the current Face Amount, in which
case the amount of the death benefit will vary as the Cash Value varies.
(See Illustrations of Death Benefits and Cash Values, Appendix A.)

Death Benefit Option B.  Under Death Benefit Option B, the death benefit
until the Insured reaches Attained Age 100 is equal to the current Face
Amount plus the Cash Value of the Policy on the date of death or, if greater,
the applicable percentage of the Cash Value on the date of death.  At
Attained Age 100 and above, the death benefit is 101% of the Cash Value.  The
applicable percentage is the same as under Death Benefit Option A: 250% for
an Insured Attained Age 40 or below on the Policy Anniversary prior to the
date of death, and for Insureds with an Attained Age over 40 on that Policy
Anniversary the percentage declines as shown in the Applicable Percentage of
Cash Value Table shown below.  Accordingly, under Death Benefit Option B the
amount of the death benefit will always vary as the Cash Value varies (but
will never be less than the Face Amount).  (See Illustrations of Death
Benefits and Cash Values, Appendix A.)

<TABLE>
- -------------------------------------------------------------------------
                Applicable Percentage of Cash Value Table
                    For Insureds Less Than Age 100<F*>
- -------------------------------------------------------------------------
<CAPTION>
              Insured Person's Age   Policy Account Multiple
                                           Percentage
- -------------------------------------------------------------------------
<S>                                          <C>
                   40 or under                250%
- -------------------------------------------------------------------------
                       45                     215%
- -------------------------------------------------------------------------
                       50                     185%
- -------------------------------------------------------------------------
                       55                     150%
- -------------------------------------------------------------------------
                       60                     130%
- -------------------------------------------------------------------------
                       65                     120%
- -------------------------------------------------------------------------
                       70                     115%
- -------------------------------------------------------------------------
                    78 to 90                  105%
- -------------------------------------------------------------------------
                    95 to 99                  101%
- -------------------------------------------------------------------------
<FN>
<F*>For ages that are not shown on this table, the applicable percentage
multiples will decrease by a ratable portion for each full year.
</TABLE>

Death Benefit Option C.  Under Death Benefit Option C, the death benefit is
equal to the current Face Amount of the Policy or, if greater, the Cash Value
on the date of death multiplied by the "Attained Age factor" (a list of
sample Attained Age factors is shown in the Sample Attained Age Factor Table
below).  At Attained Age 100 and above, the death benefit is 101% of the Cash
Value.  Accordingly, under Death Benefit Option C the death benefit will
remain level at the Face Amount unless the Cash Value multiplied by the
Attained Age factor exceeds the current Face Amount, in which case the amount
of the death benefit will vary as the Cash Value varies.  (See Illustrations
of Death Benefits and Cash Values, Appendix A.)

                                    12
<PAGE> 15

<TABLE>
- ----------------------------------------------------------------------------------------------
                              Death Benefit Option C
                         Sample Attained Age Factor Table
                                 Non-Smoker Rates
- ----------------------------------------------------------------------------------------------
<CAPTION>
     Insured                                Male Lives                       Female Lives
   Attained Age                               Factor                            Factor
- ----------------------------------------------------------------------------------------------
<S>                                         <C>                              <C>
        20                                   7.005753                         7.978495
- ----------------------------------------------------------------------------------------------
        25                                   6.022987                         6.777620
- ----------------------------------------------------------------------------------------------
        30                                   5.118855                         5.739715
- ----------------------------------------------------------------------------------------------
        35                                   4.326687                         4.852022
- ----------------------------------------------------------------------------------------------
        40                                   3.657390                         4.105161
- ----------------------------------------------------------------------------------------------
        45                                   3.101789                         3.489815
- ----------------------------------------------------------------------------------------------
        50                                   2.642973                         2.978976
- ----------------------------------------------------------------------------------------------
        55                                   2.266395                         2.555211
- ----------------------------------------------------------------------------------------------
        60                                   1.962872                         2.203321
- ----------------------------------------------------------------------------------------------
        65                                   1.720583                         1.909085
- ----------------------------------------------------------------------------------------------
        70                                   1.531494                         1.672354
- ----------------------------------------------------------------------------------------------
        75                                   1.386501                         1.480860
- ----------------------------------------------------------------------------------------------
        80                                   1.280475                         1.337304
- ----------------------------------------------------------------------------------------------
        85                                   1.201521                         1.231035
- ----------------------------------------------------------------------------------------------
        90                                   1.145430                         1.156319
- ----------------------------------------------------------------------------------------------
        95                                   1.089164                         1.090579
- ----------------------------------------------------------------------------------------------
</TABLE>

Changes In Death Benefit Option.  If the Policy was issued with either Death
Benefit Option A or Death Benefit Option B, the death benefit option may be
changed.  A request for change must be made to the Company in writing.  The
effective date of such a change will be the Monthly Anniversary on or
following the date the Company receives the change request.  A change in
death benefit option may have Federal income tax consequences.  (See Federal
Tax Matters.)

A Death Benefit Option A Policy may be changed to have Death Benefit Option
B.  The Face Amount will be decreased to equal the death benefit less the
Cash Value on the effective date of change.  A Death Benefit Option B Policy
may be changed to have Death Benefit Option A.  The Face Amount will be
increased to equal the death benefit on the effective date of change.  A
Policy issued under Death Benefit Option C may not change to either Death
Benefit Option A or Death Benefit Option B for the entire lifetime of the
Contract.  Similarly, a Policy issued under either Death Benefit Option A or
B may not change to Death Benefit Option C for the lifetime of the Policy.

Satisfactory evidence of insurability must be submitted to the Company in
connection with a request for a change from Death Benefit Option A to Death
Benefit Option B.  A change may not be made if it would result in a Face
Amount of less than the minimum Face Amount.

A change in death benefit option will not in itself result in an immediate
change in the amount of a Policy's death benefit or Cash Value.  In addition,
if, prior to or accompanying a change in the death benefit option, there has
been an increase in the Face Amount, the cost of insurance charge may be
different for the increased amount.  (See Monthly Deduction - Cost of
Insurance.)

Change in Face Amount.  Subject to certain limitations set forth below, an
Owner may increase or decrease the Face Amount of a Policy  once each Policy
Year but not before the first Policy Anniversary.  A written request is
required for a change in the Face Amount.  A change in Face Amount may affect
the cost of insurance rate and the net amount at risk, both of which affect
an Owner's cost of insurance charge.  (See Monthly Deduction - Cost of
Insurance.)  A change in the Face Amount of a Policy may have Federal income
tax consequences.  (See Federal Tax Matters.)

For an increase in the Face Amount, the Company requires that satisfactory
evidence of insurability be submitted.  An application for an increase must
be received by the Company.  If approved, the increase will become effective
as of the Monthly Anniversary on or following receipt of the application by
the Company, but not before the first Policy Anniversary.  In addition, the
Insured must have an Attained Age of not greater than 80 on the effective
date of the increase.  The increase may not be less than $5,000 ($2,000 for
policies issued in qualified pension plans).  Although an application for an
increase need not be accompanied by an additional premium, the Cash Surrender
Value in effect immediately after the increase must be sufficient to cover
the next monthly deduction.  To the extent the Cash Surrender Value is not
sufficient, an additional premium must be paid.  (See Charges and Deductions
- - Monthly Deduction.)  An increase in the Face Amount may result in certain
additional charges.  (See Charges and Deductions - Monthly Deduction.)

For the Owner's rights upon an increase in Face Amount, see Policy Rights -
Right to Examine Policy.  Owners should consult their sales representative
before deciding whether to increase coverage by increasing the Face Amount of
a Policy.

Any decrease in the Face Amount will become effective on the Monthly
Anniversary on or following receipt of the written request by the Company.
The amount of the requested decrease must be at least $5,000 ($2,000 for
policies issued in qualified pension plans) and the Face Amount remaining in
force after any requested decrease may not be less than minimum Face Amount.
If following a decrease in Face Amount, the Policy would not comply with the
maximum premium limitations required by Federal tax law (see Payment and
Allocation of Premiums), the decrease may be

                                    13
<PAGE> 16
limited or Cash Value may be returned to the Owner (at the Owner's election),
to the extent necessary to meet these requirements.  Decreases will generally
be applied to prior increases in the Face Amount, if any, in the reverse
order in which such increases occurred, and then to the original Face Amount.
This order of reduction will be used to determine the amount of subsequent
cost of insurance charges (See Monthly Deduction - Cost of Insurance; and
Charges and Deductions - Contingent Deferred Sales Charge.)

Payment of the Death Benefit.  The death benefit under the Policy will
ordinarily be paid in a lump sum within seven days after the Company receives
all documentation required for such a payment.  Payment may, however, be
postponed in certain circumstances.  (See General Matters - Postponement of
Payment from the Separate Account.)  The death benefit will be increased by
any unpaid dividends determined prior to the Insured's death, and by the
amount of the monthly cost of insurance for the portion of the month from the
date of death to the end of the month, and reduced by any outstanding
Indebtedness.  (See General Matters - Additional Insurance Benefits,
Dividends, and Charges and Deductions.)  The Company will pay interest on the
death benefit from the date of the Insured's death to the date of payment.
Interest will be at an annual rate determined by the Company, but will never
be less than the guaranteed rate of 4%.  Provisions for settlement of
proceeds other than a lump sum payment may only be made upon written
agreement with the Company.

                               Cash Value

The Cash Value of the Policy is equal to the total of the amounts credited to
the Owner in the Separate Account, the Loan Account (securing Policy Loans),
and, in certain contracts, the General Account.  The Policy's Cash Value in
the Separate Account will reflect the investment performance of the chosen
Divisions of the Separate Account as measured by each Division's Net
Investment Factor (defined below), the frequency and amount of Net Premiums
paid, transfers, partial withdrawals, loans and the charges assessed in
connection with the Policy.  An Owner may at any time surrender the Policy
and receive the Policy's Cash Surrender Value.  (See Policy Rights -
Surrender, Partial Withdrawals, and Pro-Rata Surrender.)  The Policy's Cash
Value in the Separate Account equals the sum of the Policy's Cash Values in
each Division.  There is no guaranteed minimum Cash Value.

Determination of Cash Value.  For each Division of the Separate Account, the
Cash Value is determined on each Valuation Date.  On the Investment Start
Date, the Cash Value in a Division will equal the portion of any Net Premium
allocated to the Division, reduced by the portion allocated to that Division
of the monthly deduction(s) due from the Issue Date through the Investment
Start Date.  (See Payment and Allocation of Premiums.) Thereafter, on each
Valuation Date, the Cash Value in a Division of the Separate Account will
equal:

      (1)   The Cash Value in the Division on the preceding Valuation Date,
      multiplied by the Division's Net Investment Factor (defined
      below) for the current Valuation Period; plus

      (2)   Any Net Premium payments received during the current Valuation
      Period which are allocated to the Division; plus

      (3)   Any loan repayments allocated to the Division during the current
      Valuation Period; plus

      (4)   Any amounts transferred to the Division from the General Account
      or from another Division during the current Valuation Period; plus

      (5)   That portion of the interest credited on outstanding loans which
      is allocated to the Division during the current Valuation Period; minus

      (6)   Any amounts transferred from the Division to the General Account,
      Loan Account, or to another Division during the current Valuation
      Period (including any transfer charges); minus

      (7)   Any partial withdrawals from the Division during the current
      Valuation Period; minus

      (8)   Any withdrawal due to a Pro-Rata Surrender from the Division
      during the current Valuation Period; minus

      (9)   Any withdrawal or surrender charges incurred during the current
      Valuation Period attributed to the Division in connection with a
      partial withdrawal or Pro-Rata Surrender; minus

      (10) If a Monthly Anniversary occurs during the current Valuation
      Period, the portion of the monthly deduction allocated to the Division
      during the current Valuation Period to cover the Policy Month which
      starts during that Valuation Period (See Charges and Deductions.); plus

      (11) If a Policy Anniversary occurs during the current Valuation
      Period, the portion of the dividend paid, if any, allocated to the
      Division.

                                    14
<PAGE> 17

Net Investment Factor:  The Net Investment Factor measures the investment
performance of a Division during a Valuation Period.  The Net Investment
Factor for each Division for a Valuation period is calculated as follows:

      (1)   The value of the assets at the end of the preceding Valuation
      Period; plus

      (2)   The investment income and capital gains, realized or unrealized,
      credited to the assets in the Valuation Period for which the Net
      Investment Factor is being determined; minus

      (3)   The capital losses, realized or unrealized, charged against those
      assets during the Valuation Period; minus

      (4)   Any amount charged against each Division for taxes, including any
      tax or other economic burden resulting from the application of the tax
      laws determined by the Company to be properly attributable to the
      Divisions of the Separate Account, or any amount set aside during the
      Valuation Period as a reserve for taxes attributable to the operation
      or maintenance of each Division; minus

      (5)   A charge equal to a percentage of the average net assets for each
      day in the Valuation Period.  This charge, for mortality and expense
      risks, is determined by the length of time the policy has been in
      force.  It will not exceed the amounts shown in the following table:
<TABLE>
<CAPTION>
           Policy        Percentage of            Effective
           Years        Avg. Net Assets          Annual Rate
<S>                     <C>                      <C>
           1-10            0.0015027                0.55%
           11-20           0.0012301                0.45%
           21+             0.0009572                0.35%;
           divided by
</TABLE>
      (6)   The value of the assets at the end of the preceding Valuation
      Period.

                              POLICY RIGHTS

                                  Loans

Loan Privileges.  The Owner may, by written request to General American,
borrow an amount up to the Loan Value of the Policy, with the Policy serving
as sole security for such loan.  A loan taken from, or secured by, a Policy
may have Federal income tax consequences.  (See Federal Tax Matters.)

The Loan Value is the Cash Value of the Policy on the date the loan request
is received, less interest to the next loan interest due date, less
anticipated monthly deductions to the next loan interest due date, less any
existing loan, less any surrender charge, plus interest expected to be earned
on the loan balance to the next loan interest due date.  Policy Loan interest
is payable on each Policy Anniversary.

The minimum amount that may be borrowed is $500.  The loan may be completely
or partially repaid at any time while the Insured is living.  Any amount due
to an Owner under a Policy Loan ordinarily will be paid within seven days
after General American receives the loan request at its Home Office, although
payments may be postponed under certain circumstances.  (See General
Matters-Postponement of Payments from the Separate Account.)

When a Policy Loan is made, Cash Value equal to the amount of the loan plus
interest due will be transferred to the Loan Account as security for the
loan.  A Loan Subaccount exists within the Loan Account for the General
Account and each Division of the Separate Account.  Amounts transferred to
the Loan Account to secure Indebtedness are allocated to the appropriate Loan
Subaccount to reflect its origin.  Unless the Owner requests a different
allocation, amounts will be transferred from the Divisions of the Separate
Account and the General Account in the same proportion that the Policy's Cash
Value in each Division and the General Account, if any, bears to the Policy's
total Cash Value, less the Cash Value in the Loan Account, at the end of the
Valuation Period during which the request for a Policy Loan is received.
This will reduce the Policy's Cash Value in the General Account and Separate
Account.  These transactions will not be considered transfers for purposes of
the limitations on transfers between Divisions or to or from the General
Account.

Cash Value in the Loan Account is expected to earn interest at a rate ("the
earnings rate") which is lower than the rate charged on the Policy Loan ("the
borrowing rate").  Cash Value in the Loan Account will accrue interest daily
at an annual earnings rate of 4%.

Interest credited on the Cash Value held in the Loan Account will be
allocated on Policy Anniversaries to the General Account and the Divisions of
the Separate Account in the same proportion that the Cash Value in each Loan
Subaccount bears to the Cash Value in the Loan Account.  The interest
credited will also be transferred: (1) when a new loan is made; (2) when a
loan is partially or fully repaid; and (3) when an amount is needed to meet a
monthly deduction.

Interest Charged.  The borrowing rate we charge for Policy Loan interest will
be based on the following schedule:

                                    15
<PAGE> 18

<TABLE>
<CAPTION>
          For Loans               Annual
      Outstanding During      Interest Rate
<S>                           <C>
      Policy Years  1-10          4.50%
      Policy Years 11-20          4.25%
      Policy Years    21+         4.15%
</TABLE>

General American will inform the Owner of the current borrowing rate when a
Policy Loan is requested.

Policy Loan interest is due and payable annually on each Policy Anniversary.
If the Owner does not pay the interest when it is due, the unpaid loan
interest will be added to the outstanding Indebtedness as of the due date and
will be charged interest at the same rate as the rest of the Indebtedness.
(See Effect of Policy Loans below.) The amount of Policy Loan interest which
is transferred to the Loan Account will be deducted from the Divisions of the
Separate Account and from the General Account in the same proportion that the
portion of the Cash Value in each Division and in the General Account,
respectively, bears to the total Cash Value of the Policy minus the Cash
Value in the Loan Account.

Effect of Policy Loans.  Whether or not a Policy Loan is repaid, it will
permanently affect the Cash Value of a Policy, and may permanently affect the
amount of the death benefit.  The collateral for the loan (the amount held in
the Loan Account) does not participate in the performance of the Separate
Account while the loan is outstanding.  If the Loan Account earnings rate is
less than the investment performance of the selected Division(s), the Cash
Value of the Policy will be lower as a result of the Policy Loan.
Conversely, if the Loan Account earnings rate is higher than the investment
performance of the Division(s), the Cash Value may be higher.

In addition, if the Indebtedness (See Definitions) exceeds the Cash Value
minus the surrender charge on any Monthly Anniversary, the Policy will lapse,
subject to a grace period.  (See Payment and Allocation of Premiums - Policy
Lapse and Reinstatement.)  A sufficient payment must be made within the later
of the grace period of 62 days from the Monthly Anniversary immediately
before the date Indebtedness exceeds the Cash Value less any surrender
charges, or 31 days after notice that a Policy will terminate unless a
sufficient payment has been mailed, or the Policy will lapse and terminate
without value.  A lapsed Policy, however, may later be reinstated subject to
certain limitations.  (See Payment and Allocation of Premiums - Policy Lapse
and Reinstatement.)

Any outstanding Indebtedness will be deducted from the proceeds payable upon
the death of the Insured or the surrender of the Policy.  Upon a complete
surrender or lapse of any Policy, if the amount received plus the amount of
outstanding Indebtedness exceeds the total investment in the Policy, the
excess will generally be treated as ordinary income subject to tax.  (See
Federal Tax Matters.)

Repayment of Indebtedness.  A Policy Loan may be repaid in whole or in part
at any time prior to the death of the Insured and as long as a Policy is in
force.  When a loan repayment is made, an amount securing the Indebtedness in
the Loan Account equal to the loan repayment will be transferred to the
Divisions of the Separate Account and the General Account in the same
proportion that the Cash Value in each Loan Subaccount bears to Cash Value in
the Loan Account.  Amounts paid while a Policy Loan is outstanding will be
treated as premiums unless the Owner requests in writing that they be treated
as repayment of Indebtedness.

          Surrender, Partial Withdrawals and Pro-Rata Surrender

At any time during the lifetime of the Insured and while a Policy is in
force, the Owner may surrender the Policy by sending a written request to the
Company.  After the first Policy Year, an Owner may make a partial withdrawal
by sending a written request to the Company.  The amount available for
surrender is the Cash Surrender Value at the end of the Valuation Period
during which the surrender request is received at the Company's Home Office.
Amounts payable from the Separate Account upon surrender, partial withdrawal,
or a Pro-Rata Surrender will ordinarily be paid within seven days of receipt
of the written request.  (See General Matters - Postponement of Payments from
the Separate Account.)

Surrenders.  To effect a surrender, either the Policy itself must be returned
to the Company along with the request, or the request must be accompanied by
a completed affidavit of loss, which is available from the Company.  Upon
surrender, the Company will pay the Cash Surrender Value plus any unpaid
dividends determined prior to surrender (See Dividends) to the Owner in a
single sum.  The Cash Surrender Value equals the Cash Value on the date of
surrender, less any Indebtedness, and less any surrender charge.  (See
Charges and Deductions - Contingent Deferred Sales Charge.)  The Company will
determine the Cash Surrender Value as of the date that an Owner's written
request is received at the Company's Home Office.  If the request is received
on a Monthly Anniversary, the monthly deduction otherwise deductible will be
included in the amount paid.  Coverage under a Policy will terminate as of
the date of surrender.  The Insured must be living at the time of a
surrender.  A surrender may have

                                    16
<PAGE> 19
Federal income tax consequences.  (See Federal Tax Matters.)

Partial Withdrawals.  After the first Policy Year, an Owner may make partial
withdrawals from the Policy's Cash Surrender Value.  There is no transaction
charge for the first twelve partial withdrawals or requested transfers in a
Policy Year. General American will impose a charge of $25 for each partial
withdrawal or requested transfer in excess of twelve in a Policy Year.  A
partial withdrawal may have Federal income tax consequences.  (See Federal Tax
Matters.)

The minimum amount of a partial withdrawal request, net of any applicable
surrender charges, is the lesser of a) $500 from a Division of the Separate
Account, or b) the Policy's Cash Value in a Division.  (See Charges and
Deductions - Contingent Deferred Sales Charge.) Partial withdrawals made
during a Policy Year may not exceed the following limits.  The maximum amount
that may be withdrawn from a Division of the Separate Account is the Policy's
Cash  Value net of any applicable surrender charges in that Division.  The
total partial withdrawals and transfers from the General Account over the
Policy Year may not exceed a maximum amount equal to the greatest of the
following: (1) 25% of the Cash Surrender Value in the General Account at the
beginning of the Policy Year, multiplied by the withdrawal percentage limit
shown in the policy, or (2) the previous Policy Year's maximum amount.

The Owner may allocate the amount withdrawn plus any applicable surrender
charge, subject to the above conditions, among the Divisions of the Separate
Account and the General Account.  If no allocation is specified, then the
partial withdrawal will be allocated among the Divisions of the Separate
Account and the General Account in the same proportion that the Policy's Cash
Value in each Division and the General Account bears to the total Cash Value
of the Policy, less the Cash Value in the Loan Account, on the date the
request for the partial withdrawal is received.  If the limitations on
withdrawals from the General Account will not permit this proportionate
allocation, the Owner will be requested to provide an alternate allocation.
(See The General Account.)

No amount may be withdrawn that would result in there being insufficient Cash
Value to meet any surrender charge that would be payable immediately
following the withdrawal upon the surrender of the remaining Cash Value.

The death benefit will be affected by a partial withdrawal, unless Death
Benefit Option A or Option C is in effect and the withdrawal is made under
the terms of an anniversary partial withdrawal rider.  (See General Matters -
Additional Insurance Benefits.)  If Death Benefit Option A or Death Benefit
Option C is in effect and the death benefit equals the Face Amount, then a
partial withdrawal will decrease the Face Amount by an amount equal to the
partial withdrawal plus the applicable surrender charge resulting from that
partial withdrawal.  If the death benefit is based on a percentage of the
Cash Value, then a partial withdrawal will decrease the Face Amount by an
amount by which the partial withdrawal plus the applicable surrender charge
exceeds the difference between the death benefit and the Face Amount.  If
Death Option B is in effect, the Face Amount will not change.

The Face Amount remaining in force after a partial withdrawal may not be less
than the minimum Face Amount.  Any request for a partial withdrawal that
would reduce the Face Amount below this amount will not be implemented.

Partial withdrawals may affect the way in which the cost of insurance charge
is calculated and the amount of pure insurance protection afforded under a
Policy.  (See Monthly Deduction - Cost of Insurance.) Partial withdrawals
will be applied first to reduce the initial Face Amount and then to each
increase in Face Amount in order, starting with the first increase.  The
Company may change the minimum amount required for a partial withdrawal or
the number of times partial withdrawals may be made.

Pro-Rata Surrender.  After the first Policy Year, an Owner can make a
Pro-Rata Surrender of the Policy.  The Pro-Rata Surrender will reduce the
Face Amount and the Cash Value by a percentage chosen by the Owner.  This
percentage must be any whole number.  A Pro-Rata Surrender may have Federal
income tax consequences.  (See Federal Tax Matters.) The percentage will be
applied to the Face Amount and the Cash Value on the Monthly Anniversary on
or following our receipt of the request.

The Owner may allocate the amount of decrease in Cash Value plus any
applicable surrender charge among the Divisions of the Separate Account and
the General Account.  (See Charges and Deductions - Contingent Deferred Sales
Charge.) If no allocation is specified, then the decrease in Cash Value and
any applicable surrender charge will be allocated among the Divisions of the
Separate Account and the General Account in the same proportion that the
Policy's Cash Value in each Division and the General Account bears to the
total Cash Value of the Policy, less the Cash Value in the Loan Account, on
the date the request for Pro-Rata Surrender is received.

A Pro-Rata Surrender can not be processed if it will reduce the Face Amount
below the minimum Face Amount of the Policy.  No Pro-Rata Surrender will be
processed for more Cash Surrender Value than is

                                    17
<PAGE> 20
available on the date of the Pro-Rata Surrender.  A cash payment will be made
to the Owner for the amount of Cash Value reduction less any applicable
surrender charges.

Pro-Rata Surrenders may affect the way in which the cost of insurance charge
is calculated and the amount of the pure insurance protection afforded under
the Policy.  (See Monthly Deduction - Cost of Insurance.) Pro-Rata Surrenders
will be applied to prior increases in the Face Amount, if any, in the reverse
order in which such increases occurred, and then to the original Face Amount.

Charges on Surrender, Partial Withdrawals and Pro-Rata Surrender.  If a
Policy is surrendered within the first ten Policy Years, the Contingent
Deferred Sales Charge will apply.  (See Contingent Deferred Sales Charge.)

A partial withdrawal or Pro-Rata Surrender may also result in a Contingent
Deferred Sales Charge. The amount of the charge assessed is a portion of the
Contingent Deferred Sales Charge that would be deducted upon surrender or
lapse.  Charges are described in more detail under Charges and Deductions -
Contingent Deferred Sales Charge.

While partial withdrawals and Pro-Rata Surrenders are each methods of
reducing a Policy's Cash Value, a Pro-Rata Surrender differs from a partial
withdrawal in that a partial withdrawal does not typically have a
proportionate effect on a Policy's death benefit by reducing the Policy's
Face Amount, while a Pro-Rata Surrender does.  Assuming that a Policy's death
benefit is not a percentage of the Policy's Cash Value, a Pro-Rata Surrender
will reduce the Policy's death benefit in the same proportion that the
Policy's Cash Value is reduced, while a partial withdrawal will reduce the
death benefit by one dollar for each dollar of Cash Value withdrawn.  Partial
Withdrawals and Pro-Rata Surrenders will also result in there being different
cost of insurance charges subsequently deducted.  (See Monthly Deduction -
Cost of Insurance; Surrender, Partial Withdrawals and Pro-Rata Surrender -
Partial Withdrawals; and Surrenders, Partial Withdrawals, and Pro-Rata
Surrenders-Pro-Rata Surrender.)

                                Transfers

Under General American's current practices, a Policy's Cash Value, except
amounts credited to the Loan Account, may be transferred among the Divisions
of the Separate Account and for certain contracts, between the General
Account and the Divisions.  Transfers to and from the General Account are
subject to restrictions (See The General Account).  Requests for transfers
from or among Divisions of the Separate Account may be made in writing or by
telephone.  Transfers from or among the Divisions of the Separate Account
must be in amounts of at least $500 or, if smaller, the Policy's Cash Value
in a Division.  The first twelve requested transfers or partial withdrawals
per policy year will be allowed free of charge.  Thereafter, the Company will
impose a charge of $25 for each requested transfer or partial withdrawal.
General American ordinarily will make transfers and determine all values in
connection with transfers as of the end of the Valuation Period during which
the transfer request is received.

All requests received on the same Valuation Date will be considered a single
transfer request.  Each transfer must meet the minimum requirement of $500 or
the entire Cash Value in a Division, whichever is smaller.  Where a single
transfer request calls for more than one transfer, and not all of the
transfers would meet the minimum requirements, General American will make
those transfers that do meet the requirements.  Transfers resulting from
Policy Loans will not be counted for purposes of the limitations on the
amount or frequency of transfers allowed in each Policy Month or Policy Year.

Although General American currently intends to continue to permit transfers
for the foreseeable future, the Policy provides that General American may at
any time revoke, modify, or limit the transfer privilege, including the
minimum amount transferable, the maximum General Account allocation percent,
and the frequency of such transfers.

                          Portfolio Rebalancing

Over time, the funds in the General Account and the Divisions of the Separate
Account will accumulate at different rates as a result of different
investment returns.  The Owner may direct that from time to time we
automatically restore the balance of the Cash Value in the General Account
and in the Divisions of the Separate Account to the percentages determined in
advance.  There are two methods of rebalancing available - periodic and
variance.

Periodic Rebalancing. Under this option the Owner elects a frequency
(monthly, quarterly, semiannually or annually), measured from the Policy
Anniversary.  On each date elected, we will rebalance the funds by generating
transfers to reallocate the funds according to the investment percentages
elected.

Variance Rebalancing.  Under this option the Owner elects a specific
allocation percentage for the General Account and each Division of the
Separate Account.  For each such account, the allocation percentage (if not
zero) must be a whole percentage and must not be less than five percent (5%).
The

                                    18
<PAGE> 21
Owner also elects a maximum variance percentage (5%, 10%, 15%, or 20% only),
and can exclude specific funds from being rebalanced.  On each Monthly
Anniversary we will review the current fund balances to determine whether any
fund balance is outside of the variance range (either above or below) as a
percentage of the specified allocation percentage for that fund.  If any fund
is outside of the variance range, we will generate transfers to rebalance all
of the specified funds back to the predetermined percentages.

Owners should consider that portfolio rebalancing entails the transfer of
Cash Value from better performing portfolios to lesser performing portfolios.

Transfers resulting from portfolio rebalancing will not be counted against
the total number of transfers allowed in a Policy Year before a charge is
applied.

The Owner may elect either form of portfolio rebalancing by specifying it on
the policy application, or may elect it later for an in-force Policy, or may
cancel it, by submitting a change form acceptable to General American under
its administrative rules.

Only one form of portfolio rebalancing may be elected at any one time, and
portfolio rebalancing may not be used in conjunction with dollar cost
averaging (see below).

General American reserves the right to suspend portfolio rebalancing at any
time on any class of Policies on a nondiscriminatory basis, or to charge an
administrative fee for election changes in excess of a specified number in a
Policy Year in accordance with its administrative rules.

                          Dollar Cost Averaging

The Owner may direct the Company to transfer amounts on a monthly basis from
the Money Market Fund to any other Division of the Separate Account.  This
service is intended to allow the Owner to utilize "dollar cost averaging"
("DCA"), a long-term investment technique which provides for regular, level
investments over time.  The Company makes no guarantee that DCA will result
in a profit or protect against loss.

The following rules and restrictions apply to DCA transfers:

      (1)  The minimum DCA transfer amount is $100.

      (2)  A written election of the DCA service, on a form provided by the
      Company, must be completed by the Owner and on file with the Company in
      order to begin DCA transfers.

      (3)  In the written election of the DCA service, the Owner indicates
      how DCA transfers are to be allocated among the Divisions of the
      Separate Account.  For any Division chosen to receive DCA transfers,
      the minimum percentage that may be allocated to a Division is 5% of the
      DCA transfer amount, and fractional percentages may not be used.

      (4)  DCA transfers can only be made from the Money Market Fund, and DCA
      transfers will not be allowed to the General Account.

      (5)  The DCA transfers will not count against the Policy's normal
      transfer restrictions.  (See Policy Rights -- Transfers.)

      (6)  The DCA transfer percentages may  differ from the allocation
      percentages the Owner specifies for the allocation of Net Premiums.
      (See Payment and Allocation of Premiums -- Allocation of Net Premiums
      and Cash Values.)

      (7)  Once elected, DCA transfers from the Money Market Fund will be
      processed monthly until either the value in the Money Market Fund is
      completely depleted or the Owner instructs the Company in writing to
      cancel the DCA service.

      (8)  Transfers as a result of a Policy Loan or repayment, or in
      exercise of the conversion privilege, are not subject to the DCA rules
      and restrictions.  The DCA service terminates at the time the
      conversion privilege is exercised, when any outstanding amount in any
      Division of the Separate Account is immediately transferred to the
      General Account.  (See Policy Rights - Loans, and Policy Rights -
      Conversion Privilege.)

      (9)  DCA transfers will not be made until the Right to Examine Policy
      period has expired (See Policy Rights - Right to Examine Policy).

The Company reserves the right to assess a processing fee for the DCA
service.  The Company reserves the right to discontinue offering DCA upon 30
days' written notice to Owners.  However, any such discontinuation will not
affect DCA services already commenced.  The Company reserves the right to
impose a minimum total Cash Value, less outstanding Indebtedness, in order to
qualify for DCA service.  Also, the Company reserves the right to change the
minimum necessary Cash Value and the minimum required DCA transfer amount.

Transfers made under Dollar Cost Averaging do not count against the total of
twelve requested transfers

                                    19
<PAGE> 22
or partial withdrawals allowed without charge in a Policy Year.

                         Right to Examine Policy

The Owner may cancel a Policy within 20 days after receiving it (30 days if
the Owner is a resident of California and is age 60 or older) or within 45
days after the application was signed, whichever is later.  If a Policy is
canceled within this time period, a refund will be paid.  Where required by
state law, the refund will equal all premiums paid under the Policy.  Where
required by state law, General American will refund an amount equal to the
greater of premiums paid or (1) plus (2) where (1) is the difference between
the premiums paid, including any policy fees or other charges, and the
amounts allocated to the Separate Account under the Policy and (2) is the
value of the amounts allocated to the Separate Account under the Policy on
the date the returned Policy is received by General American or its agent.

To cancel the Policy, the Owner should mail or deliver the Policy to either
General American or the agent who sold it.  A refund of premiums paid by
check may be delayed until the Owner's check has cleared the  bank upon which
it was drawn.  (See General Matters - Postponement of Payments from the
Separate Account.)

A request for an increase in Face Amount (see Policy Benefits - Death
Benefit) may also be canceled.  The request for cancellation must be made
within the later of 20 days from the date the Owner received the new Policy
specifications page for the increase, or 45 days after the application for
the increase was signed.

                    Death Benefit at Attained Age 100

If the Insured is living and the Policy is in force when the Insured reaches
Attained Age 100, the death benefit will be equal to 101% of the Cash Value
of the Policy unless the Lifetime Coverage Rider is in effect.  (See
Additional Insurance Benefits.)  At that point, no further premium payments
will be required or accepted, and no further monthly deductions will be taken
to cover the cost of insurance.

                       PAYMENT AND ALLOCATION OF
                                PREMIUMS

                          Issuance of a Policy

Individuals wishing to purchase a Policy must complete an application and
submit it to an authorized registered agent of General American or to General
American's Home Office.  A Policy will generally be issued to Insureds of
Issue Ages 0 through 85 for regularly underwritten contracts, and to Insureds
of Issue Ages 20 through 70 for Policies issued in qualified pension plans,
for guaranteed issue contracts and, should they become available in the
future, for simplified issue contracts.  General American may, in its sole
discretion, issue Policies to individuals falling outside of those Issue
Ages.  Acceptance of an application is subject to General American's
underwriting rules and General American reserves the right to reject an
application for any reason.

The Issue Date is determined by General American in accordance with its
standard underwriting procedures for variable life insurance policies.  The
Issue Date is used to determine Policy Anniversaries, Policy Years, and
Policy Months.  Insurance coverages under a Policy will not take effect until
the Policy has been delivered and the initial premium has been paid prior to
the Insured's death and prior to any change in health as shown in the
application.

                                Premiums

The initial premium is due on the Issue Date, and may be paid to an
authorized registered agent of General American or to General American at its
Home Office.  General American currently requires that the initial premium
for a Policy be at least equal to one-twelfth (1/12) of the Minimum Premium
for the Policy.  The Minimum Premium is the amount specified for each Policy
based on the requested initial Face Amount and the charges under the Policy
which vary according to the Issue Age, sex, underwriting risk class, and
smoker status of the Insured.  (See Charges and Deductions.)  For policies
issued as a result of a term conversion from certain General American term
policies, the Company requires the Owner to pay an initial premium, which
combined with conversion credits given, if any, will equal one full "Minimum
Premium" for the Policy.

Following the initial premium, subject to the limitations described below,
premiums may be paid in any amount and at any interval.  Premiums after the
first premium payment must be paid to General American at its Home Office.
An Owner may establish a schedule of planned premiums which will be billed by
the Company at regular intervals.  Failure to pay planned premiums, however,
will not itself cause the Policy to lapse.  (See Policy Lapse and
Reinstatement.) Premium receipts will be furnished upon request.

An Owner may make unscheduled premium payments at any time in any amount, or
skip planned premium payments, subject to the minimum and maximum premium
limitations described below.

                                    20
<PAGE> 23

If a Policy is in the intended Owner's possession but the initial premium has
not been paid, the Policy is not in force.  The intended Owner is deemed to
have the Policy for inspection only.

Premium Limitations.  Every premium payment must be at least $10.  In no
event may the total of all premiums paid in any Policy Year exceed the
current maximum premium limitations for that Policy Year.  Maximum premium
limits for the Policy Year will be shown in an Owner's annual report.

In general, for policies issued with Death Benefit Option A or Death Benefit
Option B, the maximum premium limit for a Policy Year is the largest amount
of premium that can be paid in that Policy Year such that the sum of the
premiums paid under the Policy will not at any time exceed the guideline
premium limitations needed to comply with the tax definition of life
insurance.  For policies issued with Death Benefit Option C, the company
reserves the right to impose other restrictions upon the amount of premium
that may be paid into the Policy.  If at any time a premium is paid which
would result in total premiums exceeding the current maximum premium
limitations, the Company will only accept that portion of the premium which
will make total premiums equal the maximum.  Any part of the premium in
excess of that amount will be returned or applied as otherwise agreed, and no
further premiums will be accepted until allowed under the current maximum
premium limitations.

In addition to the foregoing tax definitional limits on premiums, for
purposes of determining whether distributions (including loans) are a return
of income first, the Company monitors the Policy to detect whether the "seven
pay limit" has been exceeded.  If the seven pay limit is exceeded, the Policy
becomes a "Modified Endowment".  The Company has adopted administrative steps
designed to notify an Owner when it is believed that a premium payment will
cause a Policy to become a modified endowment contract.  The Owner will be
given a limited amount of time to request that the premium be reversed in
order to avoid the Policy's being classified as a modified endowment
contract.  (See Federal Tax Matters.)

If the Company receives a premium payment which would cause the death benefit
to increase by an amount that exceeds the Net Premium portion of the payment,
then the Company reserves the right to (1) refuse that premium payment, or
(2) require additional evidence of insurability before it accepts the
premium.

                Allocation of Net Premiums and Cash Value

Allocation of Net Premiums.  In the application for a Policy, the Owner
indicates how Net Premiums are to be allocated among the Divisions of the
Separate Account, to the General Account (if available), or both.  For each
Division chosen, the minimum percentage that may be allocated to a Division
is 5% of the Net Premium, and fractional percentages may not be used.
Certain other restrictions apply to allocations made to the General Account
(see General Account).  For policies issued with an allowable percentage to
the General Account of more than 5%, the minimum percentage is 5%, and
fractional percentages may not be used.

The allocation for future Net Premiums may be changed without charge at any
time by providing notice to the Company.  Any change in allocation will take
effect immediately upon receipt by the Company of written notice.  No charge
is imposed for changing the allocations of future premiums.  The initial
allocation will be shown on the application which is attached to the Policy.
The Company may at any time modify the maximum percentage of future Net
Premiums that may be allocated to the General Account.

During the period from the Issue Date to the end of the Right to Examine
Policy Period (See Policy Rights - Right to Examine Policy), Net Premiums
will automatically be allocated to the Division that invests in the Money
Market Fund of Capital Company.  When this period expires, the Policy's Cash
Value in that Division will be transferred to the Divisions of the Separate
Account and to the General Account (if available) in accordance with the
allocation requested in the application for the Policy, or any allocation
instructions received subsequent to receipt of the application.  Net Premiums
received after the Right to Examine Policy Period will be allocated according
to the allocation instructions most recently received by the Company unless
otherwise instructed for that particular premium receipt.

The Policy's Cash Value may also be transferred between Divisions of the
Separate Account, and, if the General Account is available under the Policy,
between those Divisions and the General Account.  (See Policy Rights -
Transfers.)

The value of amounts allocated to Divisions of the Separate Account will vary
with the investment performance of the chosen Divisions and the Owner bears
the entire investment risk.  This will affect the Policy's Cash Value, and
may affect the death benefit as well.  Owners should periodically review
their allocations of Net Premiums and the Policy's Cash Value in light of
market conditions and their overall financial planning requirements.

                                    21
<PAGE> 24

                     Policy Lapse and Reinstatement

Lapse.  Unlike conventional whole life insurance policies, the failure to
make a premium payment following the initial premium will not itself cause a
Policy to lapse.  If, during the first five Policy Years, the sum of all
premiums paid on the Policy, reduced by any partial withdrawals and any
outstanding loan balance, is greater than or equal to the sum of the No Lapse
Monthly Premiums for the elapsed months since the Issue Date, the Policy will
not lapse as a result of the Cash Value less any loans, loan interest due,
and any surrender charge being insufficient to pay the monthly deduction.
Lapse will occur (except as described above) when the Cash Surrender Value is
insufficient to cover the monthly deduction, and a grace period expires
without a sufficient payment being made.

The grace period, which is 62 days, begins on the Monthly Anniversary on
which the Cash Surrender Value becomes insufficient to meet the next monthly
deduction.  The Company will notify the Owner at the beginning of the grace
period by mail addressed to the last known address on file with the Company.
The notice to the Owner will indicate the amount of additional premium that
must be paid.  The amount of the premium required to keep the Policy in force
will be the amount to cover the outstanding monthly deductions and premium
expense charges.  (See Charges and Deductions - Monthly Deduction.) If the
Company does not receive the required amount within the grace period, the
Policy will lapse and terminate without Cash Value.

If the Insured dies during the grace period, any overdue monthly deductions
will be deducted from the death benefit otherwise payable.

Reinstatement.  The Owner may reinstate a lapsed Policy by written
application any time within five years after the date of lapse and before the
Insured's Attained Age 100.  Reinstatement is subject to the following
conditions:

      1.    Evidence of the insurability of the Insured satisfactory to the
      Company (including evidence of insurability of any person covered by a
      rider to reinstate the rider).

      2.    Payment of a premium that, after the deduction of premium expense
      charges, is large enough to cover: (a) the monthly deductions due at
      the time of lapse, and (b) two times the monthly deduction due at the
      time of reinstatement.

      3.    Payment or reinstatement of any Indebtedness.  Any Indebtedness
      reinstated will cause Cash Value of an equal amount also to be
      reinstated.  Any loan interest due and unpaid on the Policy Anniversary
      prior to reinstatement must be repaid at the time of reinstatement.
      Any loan paid at the time of reinstatement will cause an increase in
      Cash Value equal to the amount to be reinstated.

The Policy cannot be reinstated if it has been surrendered.

The amount of Cash Value on the date of reinstatement will be equal to the
amount of any Policy Loan reinstated, increased by the Net Premiums paid at
reinstatement, any Policy Loan paid at the time of reinstatement, and the
amount of any surrender charge paid at the time of lapse.

The Insured must be alive on the date the Company approves  the application
for reinstatement.  If the Insured is not then alive, such approval is void
and of no effect.

The effective date of reinstatement will be the date the Company approves the
application for reinstatement.  There will be a full monthly deduction for
the Policy Month which includes that date.  (See Charges and
Deductions-Monthly Deduction.)

The surrender charge in effect at the time of reinstatement will equal the
surrender charge in effect at the time of lapse.

                         CHARGES AND DEDUCTIONS

Charges will be deducted in connection with the Policy to compensate the
Company for providing the insurance benefits set forth in the Policy and any
additional benefits added by rider, administering the Policies, incurring
expenses in distributing the Policies, and assuming certain risks in
connection with the Policy.

                         Premium Expense Charges

Prior to allocation of Net Premiums, premium payments will be reduced by
premium expense charges consisting of a sales charge and a charge for premium
taxes.  The premium payment less the premium expense charge equals the Net
Premium.

Sales Charge.  A sales charge will be deducted from each premium payment to
partially compensate the Company for expenses incurred in distributing the
Policy and any additional benefits provided by riders.  The Company currently
intends to deduct a sales charge determined according to the following
schedule:

                                    22
<PAGE> 25
<TABLE>
<S>                           <C>
      Policy Year 1           15% of premium up to Target
                               5% of premium above Target
      Policy Years 2-10        5% of all premium paid
      Policy Years 11+         2% of all premium paid
</TABLE>

   
For policies issued in the state of Oregon, the amounts shown above are
increased by 2%.  Consistent with the requirements of the Texas non-forfeiture
laws, the guaranteed sales charge varies for policies issued in Texas.  As of
the date of this prospectus, the current sales charge for Texas policies is
the same as shown above.
    

The expenses covered by the sales charge include agent sales commissions, the
cost of printing Prospectuses and sales literature, and any advertising
costs.  Where Policies are issued to Insureds with higher mortality risks or
to Insureds who have selected additional insurance benefits, a portion of the
amount deducted for sales charge is used to pay distribution expenses and
other costs associated with these additional coverages.  No increase in this
sales charge will occur that would result in an increase in the sales charge
percentage deducted in any previous Policy year.

A Contingent Deferred Sales Charge is also imposed under certain
circumstances for expenses incurred in distributing the Policies.  That
charge is discussed below.

To the extent that sales expenses are not recovered from the sales charge and
the surrender charge, those expenses may be recovered from other sources,
including the mortality and expense risk charge described below.

Premium Taxes.  Various states or other governing jurisdictions and their
subdivisions impose a tax on premiums received by insurance companies.
Premium taxes vary by jurisdiction.  A deduction equal to the amount of the
actual premium tax (if any) is taken from each premium payment for these
taxes.  The deduction allows the Company to pass through the amount of the
taxes imposed on the policy by the state or other governing jurisdiction and
any subdivisions thereof.  State premium taxes currently range from 0% to
3.5% (4% in Puerto Rico), with an average of approximately 2.1%.

Federal Tax Charge.  This charge is designed to pass through the equivalent
of the federal tax consequences applicable to the policy.  The charge is
currently 1.3% of premium paid, and is guaranteed not to increase except to
the extent of any increases in the federal tax

                            Monthly Deduction

Charges will be deducted monthly from the Cash Value of each Policy ("the
monthly deduction") to compensate the Company for (a) certain administrative
costs; (b) the cost of insurance; and (c) the cost of optional benefits added
by rider.  The monthly deduction will be taken on the Investment Start Date
and on each Monthly Anniversary.  It will be allocated among the General
Account and each Division of the Separate Account in the same proportion that
a Policy's Cash Value in the General Account and the  Policy's Cash Value in
each Division bear to the total Cash Value of the Policy, less the Cash Value
in the Loan Account, on the date the deduction is taken.  Because portions of
the monthly deduction, such as the cost of insurance, can vary from month to
month, the monthly deduction itself can vary in amount from month to month.

   
Selection and Issue Expense Charge.  During the first ten Policy Years, and
during the first ten Policy Years following an increase in Face Amount, the
Company generally assesses a monthly charge to cover the costs associated
with the underwriting and issue of the policy or the increase.  The monthly
charge per $1,000 of face amount ranges from approximately 4 cents to 65
cents, and varies by issue age, risk class, and (except on unisex Policies)
sex of the Insured.  The duration of the guaranteed charges varies for
policies issued in Texas to ensure compliance with the Texas non-forfeiture
laws. On a current basis, as of the date of this prospectus, the duration is
the same as described above.
    

Monthly Administrative Charge.  The Company has responsibility for the
administration of the Policies and the Separate Account.  Administrative
expenses include premium billing and collection, record keeping, processing
death benefit claims, cash surrenders, partial withdrawals, Policy changes,
and reporting and overhead costs, processing applications, and establishing
Policy records.  As reimbursement for administrative expenses related to the
maintenance of each Policy and the Separate Account, the Company assesses a
monthly administration charge from each Policy.  This charge is generally $25
per month in the first Policy Year, and $6 per month for all Policy Years
thereafter, and is guaranteed not to increase while the Policy is in force.

The Company may administer the Policy itself, or may purchase administrative
services from such sources (including affiliates) as may be available.  Such
services will be acquired on a basis which, in the Company's sole discretion,
affords the best services at the lowest cost.  The Company reserves the right
to select a company to provide services which the Company deems, in its sole
discretion, is the best able to perform such services in a satisfactory
manner even though the costs for such services may be higher than would
prevail elsewhere.

Cost of Insurance.  The cost of insurance is deducted on each Monthly
Anniversary for the following

                                    23
<PAGE> 26
Policy Month.  Because the cost of insurance depends upon a number of
variables, the cost will vary for each Policy Month.  The cost of insurance
is determined separately for the initial Face Amount and for any subsequent
increases in Face Amount.  The Company will determine the cost of insurance
charge by multiplying the applicable cost of insurance rate or rates by the
net amount at risk (defined below) for each Policy Month.

The cost of insurance rates are determined at the beginning of each Policy
Year for the initial Face Amount and each increase in Face Amount.  The rates
will be based on the Attained Age, duration, rate class, and (except for
unisex Policies) sex of the Insured at issue or the date of an increase in
Face Amount.  (See Unisex Requirements Under Montana Law.)  The cost of
insurance rates generally increase as the Insured's Attained Age increases.
The rate class of an Insured also will affect the cost of insurance rate.
For the initial Face Amount, the Company will use the rate class on the Issue
Date.  For each increase in Face Amount, other than one caused by a change in
the death benefit option, the Company will use the rate class applicable to
that increase.  If the death benefit equals a percentage of Cash Value, an
increase in Cash Value will cause an automatic increase in the death benefit.
The rate class for such increase will be the same as that used for the most
recent increase that required proof of insurability.

The Company currently places Insureds into a preferred rate class, a standard
rate class, or into rate classes involving a higher mortality risk.  The
degree of underwriting imposed may vary from full underwriting, to simplified
issue underwriting, to guaranteed issue underwriting.

Actual cost of insurance rates may change, and the actual monthly cost of
insurance rates will be determined by the Company based on its expectations
as to future mortality experience.  However, the actual cost of insurance
rates will not be greater than the guaranteed cost of insurance rates set
forth in the Policy.  For fully underwritten, guaranteed issue and simplified
issue Policies which are not in a substandard risk class, the guaranteed cost
of insurance rates are equal to 100% of the rates set forth in the
male/female smoker/non-smoker 1980 CSO Mortality Tables (1980 CSO Tables NA
and SA and 1980 CSO Tables NG and SG for sex distinct; 1980 CSO Tables NB and
SB for unisex policies issued in qualified pension plans; 1980 CSO Tables NA
and SA for unisex policies issued in compliance with Montana law), for the
age nearest birthday.  Higher rates apply if the Insured is determined to be
in a substandard risk class.

In two otherwise identical Policies, an Insured in the preferred rate class
will have a lower cost of insurance than an Insured in a rate class involving
higher mortality risk.  Each rate class is also divided into two categories:
smokers and nonsmokers.  Nonsmoker Insureds will generally incur a lower cost
of insurance than similarly situated Insureds who smoke.  (Insureds under
Attained Age 20 are automatically assigned to the non-smoker rate class.)
Policies issued with simplified underwriting or guaranteed issue will in
general incur a higher cost of insurance than fully underwritten Policies.
Guaranteed issue Policies will in general incur the highest current or actual
cost of insurance rates.

The net amount at risk for a Policy Month is (a) the death benefit at the
beginning of the Policy Month divided by 1.0032737 (which reduces the net
amount at risk, solely for purposes of computing the cost of insurance, by
taking into account assumed monthly earnings at an annual rate of 4%), less
(b) the Cash Value at the beginning of the Policy Month.  If there is an
increase in the Face Amount, a net amount at risk will be calculated
separately for the initial Face Amount and for each increase in Face Amount.
If Death Benefit Option A or Death Option C is in effect, for purposes of
determining the net amounts at risk for the initial Face Amount and for each
increase in Face Amount, Cash Value will first be considered a part of the
initial Face Amount.  If the Cash Value is greater than the initial Face
Amount, the excess Cash Value will then be considered a part of each increase
in order, starting with the first increase.  If Death Benefit Option B is in
effect, the net amount at risk will be determined separately for the initial
Face Amount and for each increase in Face Amount.  In calculating the cost of
insurance charges, the cost of insurance rate for a Face Amount is applied to
the net amount at risk for that Face Amount.

Additional Insurance Benefits.  The monthly deduction will include charges
for any additional benefits provided by rider.  (See General Matters -
Additional Insurance Benefits.)

                Contingent Deferred Sales Charge ("CDSC")

For a period of up to ten years after the Issue Date, and for a period of up
to ten years following an increase in the Face Amount, the Company will
impose a CDSC upon surrender or lapse of the Policy, upon a partial
withdrawal, or upon a Pro-Rata Surrender.  The amount of the charge assessed
will depend upon a number of factors, including the type of event (a full
surrender, lapse, or partial withdrawal), the amount of any premium payments
made under the Policy prior to the event, and the number of Policy Years
having elapsed since the Policy was issued.

                                    24
<PAGE> 27

The Contingent Deferred Sales Charge compensates the Company for expenses
relating to the distribution of the Policy, including agents' commissions,
advertising, and the printing of the Prospectus and sales literature.

Calculation of Charge.  If a Policy is surrendered, the charge will not
exceed the Contingent Deferred Sales Charge Percentage multiplied by the
annual Target Premium attributable to the base policy or to the increase in
Face Amount.

The Contingent Deferred Sales Charge Percentage is shown in the following
table.

<TABLE>
                Contingent Deferred Sales Charge
                        Percentage Table
<CAPTION>
        If surrender or lapse      The percentage of the
       occurs in the last month        annual Target
           of Policy Year:          Premium payable is:
<S>                                 <C>
             1 through 5                   45%
                  6                        40%
                  7                        30%
                  8                        20%
                  9                        10%
            10 and later                    0%
</TABLE>

In addition, the percentages are reduced equally for each Policy Month during
the years shown.  For example, during the seventh year, the percentage is
reduced equally each month from 40% at the end of the sixth Year to 30% at
the end of the seventh Year.  This table may be modified if required by law
or regulation of the governing jurisdiction.

Charge Assessed Upon Partial Withdrawals or Pro-Rata Surrender.  The amount
of the Contingent Deferred Sales Charge deducted upon a partial withdrawal or
Pro-Rata Surrender will equal a fraction of the charge that would be deducted
if the Policy were surrendered at that time.  The fraction will be determined
by dividing the amount of the withdrawal of cash by the Cash Value before the
withdrawal and multiplying the result by the charge.  Immediately after a
withdrawal, the Policy's remaining surrender charge will equal the amount of
the surrender charge immediately before the withdrawal less the amount
deducted in connection with the withdrawal.

Transaction Charges.  There are no transaction charges for processing the
first twelve transfers or partial withdrawals in a policy year.  There is a
charge of $25 for each transfer or partial withdrawal in excess of twelve.

Adjustment of Charges.  The Policy is available for purchase by individuals,
corporations, and other institutions.  For certain individuals and certain
corporate or other group or sponsored arrangements purchasing one or more
Policies, General American may waive or adjust the amount of the Sales
Charge, Contingent Deferred Sales Charge, monthly administrative charge, or
other charges where the expenses associated with the sale of the Policy or
Policies or the underwriting or other administrative costs associated with
the Policy or Policies warrant an adjustment.

Sales, underwriting, or other administrative expenses may be reduced for
reasons such as expected economies resulting from a corporate purchase or a
group or sponsored arrangement; from the amount of the initial premium
payment or payments; or from the amount of projected premium payments.
General American will determine in its discretion if, and in what amount, an
adjustment is appropriate.  The Company may modify its criteria for
qualification for adjustment of charges as experience is gained, subject to
the limitation that such adjustments will not be unfairly discriminatory
against the interests of any Owner.

                        Separate Account Charges

Mortality and Expense Risk Charge.  General American will deduct a daily
charge from the Separate Account.  The amount of the deduction is determined
as a percentage of the average net assets of each Division of the Separate
Account.  The daily deduction percentages, and the equivalent effective
annual rate, are:
<TABLE>
<CAPTION>
            Policy Years        Daily Charge              Annual
                                   Factor               Equivalent
<S>                           <C>                     <C>
                1-10              .0015027%                 0.55%
               11-20              .0012301%                 0.45%
                21+               .0009572%                 0.35%
</TABLE>

This deduction is guaranteed not to increase while the Policy is in force.
General American may realize a profit from this charge.

The mortality risk assumed by General American is that Insureds may die
sooner than anticipated and that therefore General American will pay an
aggregate amount of death benefits greater than anticipated.  The expense
risk assumed is that expenses incurred in issuing and administering the
Policy will exceed the amounts realized from the administrative charges
assessed against the Policy.

Fund Expenses.  The value of the net assets of the Separate Account will
reflect the investment advisory fee and other expenses incurred by the
underlying investment companies.  A summary of the annual Fund operating
expenses is provided on page 4 of this prospectus.  See the prospectuses for
the respective Funds for a description of investment advisory fees and other
expenses.

                                    25
<PAGE> 28

Taxes.  No charges are currently made to the Separate Account for Federal,
state, or local taxes that the Company incurs which may be attributable to
such Separate Account or to the Policy.  The Company may make such a charge
for any such taxes or economic burden resulting from the application of the
tax laws that it determines to be properly attributable to the Separate
Account or to the Policy.  (See Federal Tax Matters.)

                                DIVIDENDS

The Policy is issued both as a participating Policy, which provides the Owner
an ownership interest in General American Mutual Holding Company, the parent
company of General American Life Insurance Company and as a non-participating
Policy, which provides no ownership interest in General American Mutual
Holding Company or General American Life Insurance Company.  However, we do
not anticipate that the Policy will share in the divisible surplus of the
Company in the form of a dividend.

                           THE GENERAL ACCOUNT

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

Note:  The General Account is not available in the State of Texas.

                           General Description

The General Account consists of all assets owned by General American other
than those in the Separate Account and other separate accounts.  Subject to
applicable law, General American has sole discretion over the investment of
the assets of the General Account.

At issue, General American will determine the maximum percentage of the
non-borrowed Cash Value that may be allocated, either initially or by transfer,
to the General Account.  The ability to allocate Net Premiums or to transfer
Cash Value to the General Account may not be made available, in the Company's
discretion, under certain Policies.  Further, the option may be limited with
respect to some Policies.  The Company may, from time to time, adjust the
extent  to which premiums or Cash Value may be allocated to the General
Account (the "maximum allocation percentage").  Such adjustments may not be
uniform as to all Policies.  General American may at any time modify the
General Account maximum allocation percent.  Subject to this maximum, an
Owner may elect to allocate Net Premiums to the General Account, the Separate
Account, or both.  Subject to this maximum, the Owner may also transfer Cash
Value from the Divisions of the Separate Account to the General Account, or
from the General Account to the Divisions of the Separate Account.  The
allocation of Net Premiums or the transfer of Cash Value to the General
Account does not entitle an Owner to share in the investment experience of
the General Account.  Instead, General American guarantees that Cash Value
allocated to the General Account will accrue interest at a rate of at least
4%, compounded annually, independent of the actual investment experience of
the General Account.

   
The Loan Account is part of the General Account.
    

                               The Policy

This Prospectus describes a flexible premium variable life insurance policy.
This Prospectus is generally intended to serve as a disclosure document only
for the aspects of the Policy relating to the Separate Account.  For complete
details regarding the General Account, see the Policy itself.

                        General Account Benefits

If the Owner allocates all Net Premiums only to the General Account and makes
no transfers, partial withdrawals, Pro-Rata Surrenders, or Policy Loans, the
entire investment risk will be borne by General American, and General
American guarantees that it will pay at least a minimum specified death
benefit.  The Owner may select Death Benefit Option A, B or C under the
Policy and may change the Policy's Face Amount subject to satisfactory
evidence of insurability.

                       General Account Cash Value

Net Premiums allocated to the General Account are credited to the Cash Value.
General American bears the full investment risk for these amounts and
guarantees that interest will be credited to each Owner's Cash Value in the
General Account at a rate of no less than 4% per year, compounded annually.
General American may, AT ITS SOLE DISCRETION, credit a higher rate of
interest,

                                    26
<PAGE> 29
although it is not obligated to credit interest in excess of 4% per year, and
might not do so.  ANY INTEREST CREDITED ON THE POLICY'S CASH VALUE IN THE
GENERAL ACCOUNT IN EXCESS OF THE GUARANTEED MINIMUM RATE OF 4% PER YEAR WILL
BE DETERMINED IN THE SOLE DISCRETION OF GENERAL AMERICAN.  THE POLICY OWNER
ASSUMES THE RISK THAT INTEREST CREDITED MAY NOT EXCEED THE GUARANTEED MINIMUM
RATE OF 4% PER YEAR.  If excess interest is credited, a different rate of
interest may be applied to the Cash Value in the Loan Account.  The Cash
Value in the General Account will be calculated on each Monthly Anniversary
of the Policy.

General American guarantees that, on each Valuation Date, the Cash Value in
the General Account will be the amount of the Net Premiums allocated or Cash
Value transferred to the General Account, plus interest at the rate of 4% per
year, plus any excess interest which General American credits and any amounts
transferred into the General Account, less the sum of all Policy charges
allocable to the General Account and any amounts deducted from the General
Account in connection with partial withdrawals, Pro-Rata Surrenders,
surrender charges or transfers to the Separate Account.

       Transfers, Surrenders, Partial Withdrawals and Policy Loans

After the first Policy Year, a portion of Cash Value may be withdrawn from
the General Account or transferred from the General Account to the Separate
Account. A partial withdrawal, net of any applicable surrender charges, and
any transfer must be at least $500 or, the Policy's entire Cash Value in the
General Account if less than $500.  No amount may be withdrawn from the
General Account that would result in there being insufficient Cash Value to
meet any surrender charges that would be payable immediately following the
withdrawal upon the surrender of the remaining Cash Value of the Policy.  The
total amount of transfers and withdrawals in a Policy Year may not exceed a
Maximum Amount equal to the greater of (a) 25% of a Policy's Cash Surrender
Value in the General Account at the beginning of the Policy Year, or (b) the
previous Policy Year's Maximum Amount (not to exceed the total Cash Surrender
Value of the Policy).

Transfers to the General Account are limited by the maximum allocation
percentage (described below) in effect for a Policy at the time a transfer
request is made.

Policy Loans may also be made from the Policy's Cash Value in the General
Account.

Loans and withdrawals from the General Account may have Federal income tax
consequences.  (See Federal Tax Matters.)

There is no transaction charge for the first twelve partial withdrawals or
requested transfers in a Policy Year.  General American will impose a charge of
$25 for each partial withdrawal or requested transfer in excess of twelve in a
Policy Year.  General American may revoke or modify the privilege of
transferring amounts to or from the General Account at any time.  Partial
withdrawals and Pro-Rata Surrenders will result in the imposition of the
applicable surrender charge.

Transfers, surrenders, partial withdrawals and Pro-Rata Surrenders payable
from the General Account and the payment of Policy Loans allocated to the
General Account may, subject to certain limitations, be delayed for up to six
months.  However, if payment is deferred for 30 days or more, General
American will pay interest at the rate of 2.5% per year for the period of the
deferment.  Amounts from the General Account used to pay premiums on policies
with General American will not be delayed.

                             GENERAL MATTERS

           Postponement of Payments from the Separate Account

The Company usually pays amounts payable on partial withdrawal, Pro-Rata
Surrender, surrender, or Policy Loan allocated to the Separate Account
Divisions within seven days after written notice is received.  Payment of any
amount payable from the Divisions of the Separate Account upon surrender,
partial withdrawals, Pro-Rata Surrender, or death of Insured, as well as
payments of a Policy Loan and transfers, may be postponed whenever: (1) the
New York Stock Exchange is closed other than customary weekend and holiday
closings, or trading on the New York Stock Exchange is restricted as
determined by the SEC; (2) the SEC by order permits postponement for the
protection of Owners; or (3) an emergency exists, as determined by the SEC,
as a result of which disposal of securities is not reasonably practicable or
it is not reasonably practicable to determine the value of the Separate
Account's net assets.  The Company may defer payment of the portion of any
Policy Loan from the General Account for not more than six months.

Payments under the Policy of any amounts derived from premiums paid by check
may be delayed until the Owner's check has cleared the bank upon which it
was drawn.

                                    27
<PAGE> 30

                              The Contract

The Policy, the attached application, any riders, endorsements, any
application for an increase in Face Amount, and any application for
reinstatement constitute the entire contract.  All statements made by the
Insured in the application and any supplemental applications can be used to
contest a claim or the validity of the Policy.  Any change to the Policy must
be in writing and approved by the President, a Vice President, or the
Secretary of the Company.  No agent has the authority to alter or modify any
of the terms, conditions, or agreements of the Policy or to waive any of its
provisions.

                            Control of Policy

The Insured is the Owner of the Policy unless another person or entity is
shown as the Owner in the application.  Ownership may be changed, however, as
described below.  The Owner is entitled to all rights provided by the Policy.
Any person whose rights of ownership depend upon some future event does not
possess any present rights of ownership.  If there is more than one Owner at
a given time, all Owners must exercise the rights of ownership by joint
action.  If the Owner dies, and the Owner is not the Insured, the Owner's
interest in the Policy becomes the property of his or her estate unless
otherwise provided.  Unless otherwise provided, the Policy is jointly owned
by all Owners named in the Policy or by the survivors of those joint Owners.
Unless otherwise stated in the Policy, the final Owner is the estate of the
last joint Owner to die.  The Company may rely on the written request of any
trustee of a trust which is the Owner of the Policy, and the Company is not
responsible for the proper administration of any such trust.

                               Beneficiary

The Beneficiary(ies) is (are) the person(s) specified in the application or
by later designation.  Unless otherwise stated in the Policy, the Beneficiary
has no rights in a Policy before the death of the Insured.  If there is more
than one Beneficiary at the death of the Insured, each Beneficiary will
receive equal payments unless otherwise provided by the Owner.  If no
Beneficiary is living at the death of the Insured, the proceeds will be
payable to the Owner or, if the Owner is not living, to the Owner's estate.

The Company permits the designation of various types of trusts as
Beneficiary(ies), including trusts for minor beneficiaries, trusts under a
will, and trusts under a separate written agreement.  An Owner is also
permitted to designate several types of beneficiaries, including business
beneficiaries.

                     Change of Owner or Beneficiary

The Owner may change the ownership and/or Beneficiary designation by written
request in a form acceptable to the Company at any time during the Insured's
lifetime subject to any restrictions stated in the Policy and this
Prospectus.  The Company may require that the Policy be returned for
endorsement of any change.  If acceptable to us, the change will take effect
as of the date the request is signed, whether or not the Insured is living
when the request is received at the Company's Home Office.  The Company is
not  liable for any payment made or action taken before the Company received
the written request for change.  If the Owner is also a Beneficiary of the
Policy at the time of the Insured's death, the Owner may, within sixty days
of the Insured's death, designate another person to receive the Policy
proceeds.  Any change will be subject to any assignment of the Policy or any
other legal restrictions.

                             Policy Changes

The Company reserves the right to limit the number of changes to a Policy to
one per Policy Year and to restrict changes in the first Policy Year.
Currently, only one change is permitted during any Policy Year and no change
may be made during the first Policy Year.  For this purpose, changes include
increases or decreases in Face Amount and changes in the death benefit
option.  No change will be permitted, if as a result, the Policy would fail
to satisfy the definition of life insurance in Section 7702 of the Internal
Revenue Code or any applicable successor provision.

                        Conformity with Statutes

If any provision in a Policy is in conflict with the laws of the state
governing the Policy, the provision will be deemed to be amended to conform
to such laws.  In addition, the Company reserves the right to change the
Policy if it determines that a change is necessary to cause this Policy to
comply with, or give the Owner the benefit of any Federal or state statute,
rule, or regulation, including, but not limited to, requirements of the
Internal Revenue Code, or its regulations or published rulings.

                           Claims of Creditors

To the extent permitted by law, neither the Policy nor any payment under it
will be subject to the claims of creditors or to any legal process.

                            Incontestability

The Policy is incontestable after it has been in force for two years from the
Issue Date during the lifetime of the Insured.  An increase in Face Amount or
addition of a rider after the Issue Date is

                                    28
<PAGE> 31
incontestable after such increase or addition has been in force for two years
from its effective date during the lifetime of the Insured.  Any
reinstatement of a Policy is incontestable only after it has been in force
during the lifetime of the Insured for two years after the effective date of
the reinstatement.

                               Assignment

The Company will be bound by an assignment of a Policy only if: (a) the
assignment is in writing; (b) the original assignment instrument or a
certified copy thereof is filed with the Company at its Home Office; and (c)
the Company returns an acknowledged copy of the assignment instrument to the
Owner.  The Company is not responsible for determining the validity of any
assignment.  Payment of Policy proceeds is subject to the rights of any
assignee of record.  If a claim is based on an assignment, the Company may
require proof of the interest of the claimant.  A valid assignment will take
precedence over the claim of any Beneficiary.

                                 Suicide

Suicide within two years of the Issue Date is not covered by the Policy.  If
the Insured dies by suicide, while sane or insane, within two years from the
Issue Date (or within the maximum period permitted by the laws of the state
in which the Policy was delivered, if less than two years), the amount
payable will be limited to premiums paid, less any partial withdrawals and
outstanding Indebtedness subject to certain limitations, if the Insured,
while sane or insane, dies by suicide within two years after the effective
date of an increase in Face Amount, the death benefit for that increase will
be limited to the amount of the monthly deductions for the increase.

If the Insured is a Missouri citizen when the Policy is issued, this
provision does not apply on the Issue Date of the Policy, or on the effective
date of any increase in Face Amount, unless the Insured intended suicide when
the Policy, or the increase in Face Amount, was applied for.

               Misstatement of Age or Sex and Corrections

If the age or sex (except in unisex Policies, see Unisex Requirements Under
Montana Law) of the Insured has been misstated in the application, the amount
of the death benefit will be that which the most recent cost of insurance
charge would have purchased for the correct age and sex.

Any payment or Policy changes made by the Company in good faith, relying on
its records or evidence supplied with respect to such payment, will fully
discharge the Company's duty.  The Company reserves the right to correct any
errors in the Policy.

                      Additional Insurance Benefits

Subject to certain requirements, one or more of the following additional
insurance benefits may be added to a Policy by rider.  The descriptions below
are intended to be general; the terms of the Policy riders providing the
additional benefits may vary from state to state, and the Policy should be
consulted.  The cost of any additional insurance benefits which require
additional charges will be deducted as part of the monthly deduction from the
Policy's Cash Value.  (See Charges and Deductions - Monthly Deduction.)
Certain restrictions may apply and are described in the applicable rider.  An
insurance agent authorized to sell the Policy can describe these extra
benefits further.  Samples of the provisions are available from General
American upon written request.

Waiver of Monthly Deduction Rider.  Provides for the waiver of the monthly
deductions while the Insured is totally disabled, subject to certain
limitations described in the rider.  The Insured must have become disabled
after age 5 and before age 65.

Waiver of Specified Premium Rider.  Provides for crediting the Policy's Cash
Value with a specified monthly premium while the Insured is totally disabled.
The monthly premium selected at issue is not guaranteed to keep the Policy in
force.  The Insured must have become disabled after age 5 and before age 65.

Adjustable Benefit Term Rider.  This rider allows an employer who is the
Owner to provide adjustable term insurance to comply with the terms of an
associated employee benefit plan.  The increase in coverage occurs on each
Policy Anniversary.

Anniversary Partial Withdrawal Rider.  This rider allows the owner to
withdraw up to 15% of the Policy's Cash Surrender Value on any Policy
Anniversary without reducing the Face Amount.  A Contingent Deferred Sales
Charge will still apply.

Guaranteed Survivor Purchase Option (GSPO-Plus).  This rider grants the
policy Owner or the Insured's Beneficiary the option to purchase, upon the
death of the Insured, on the 10th anniversary of the rider, and on the rider
anniversary nearest the Designated Life's 65th birthday, a specified amount
of additional insurance coverage on the Designated Life (or Lives) without
furnishing evidence of insurability.

Supplemental Coverage Term Rider.  This rider provides level term insurance
on the life of the Insured under the base policy.  It can be added only

                                    29
<PAGE> 32
at issue.  It cannot be increased or added to an existing Policy.

Preliminary Term Insurance.  This rider provides preliminary term insurance
from the date of hire of a new employee until the plan anniversary when a
corporate-sponsored Policy is issued.  The rider provides level term
insurance equal to the initial face amount of the Policy and all attached
riders.

Accelerated Benefit Rider.  This rider provides a benefit to the Owner if the
Insured becomes terminally ill and is not expected to live more then twelve
months.  The Owner may receive 25%, 50% or 75% (but no more than $250,000) of
the eligible proceeds in a lump sum.  "Eligible proceeds" means the death
benefit that would have been payable had the insured died on the date the
rider is exercised.

Children's Insurance Rider.  This rider allows the Policy Owner to add term
insurance coverage on his or her children.

Secondary Guarantee Rider.  This rider guarantees that if, during the
secondary guarantee period, the sum of all premiums paid on the Policy,
reduced by any partial withdrawals and any outstanding loan balance, is
greater than or equal to the sum of the secondary guarantee premiums required
since the Issue Date, the Policy will not lapse as a result of a Cash Value
less any loans, loans interest due, and any surrender charge being
insufficient to pay the monthly deduction.

The secondary guarantee period is the lesser of twenty Policy Years, or the
number of Policy Years until the Insured reaches Attained Age 70.  For
Policies issued after Attained Age 60, the secondary guarantee period is ten
Policy Years.

Lifetime Coverage Rider.  This rider provides the continuation of the
Policy's face amount beyond age 100, provided the policy remains in force to
age 100 with a positive cash surrender value.  If the Policy is in force
after the Insured's Attained Age 100, the death benefit will be the greater
of the face amount or 101% of the Cash Value.

                           Records and Reports

The Company will maintain all records relating to the Separate Account and
will mail to the Owner once each Policy Year, at the last known address of
record, a report which shows the current Policy values, premiums paid,
deductions made since the last report, and any outstanding Policy Loans.  The
Owner will also be sent a periodic report for each Fund.  Receipt of premium
payments, transfers, partial withdrawals, Pro-Rata Surrenders, Policy Loans,
loan repayments, changes in death benefit options, increases or decreases in
Face Amount, surrenders and reinstatements will be confirmed promptly
following each transaction.

An Owner may request in writing a projection of illustrated future Cash
Surrender Values and death benefits.  This projection will be furnished by
the Company for a nominal fee which will not exceed $25.

                      DISTRIBUTION OF THE POLICIES

The Policy will be sold by individuals who, in addition to being licensed as
life insurance agents for the Company, are also registered representatives of
Walnut Street Securities, Inc.  ("Walnut Street"), the principal underwriter
of the Policy, or of broker-dealers who have entered into written sales
agreements with Walnut Street.  Walnut Street was incorporated under the laws
of Missouri in 1984 and is a wholly-owned subsidiary of General American
Holding Company, which is, in turn,  a wholly-owned subsidiary of the
Company.  Walnut Street is registered with the SEC under the Securities
Exchange Act of 1934 as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc.  No director or officer of Walnut
Street owns any units in the Separate Account.

Writing agents will receive commissions based on a commission schedule and
rules.  Currently, agent first-year commissions equal 50% of target premiums
and 2.25% of excess premium paid in Policy Year 1.  In renewal years, the
agent commissions vary from 1.0% to 2.0% of premiums paid in Policy Years 2
and later, depending on the agent's contract type.  An additional service
fee, determined as a percentage of the Policy's unloaned Cash Value, is also
paid.  The percentage varies by Policy Year from 0% to 0.20% of average
monthly unloaned assets.  Reductions may be possible under the circumstances
outlined in the section entitled Adjustment of Charges.  General Agents
receive compensation which may be in part based on the level of agent
commissions in their agencies.

As principal underwriter for the Policies, Walnut Street receives commission
income.  Walnut Street receives an administrative fee of 2% of premium from
sales of the Policies.

The general agent commission schedules and rules differ for different types
of agency contracts.

General American may use other distribution channels to sell the
non-participating version of the Policy.

                                    30
<PAGE> 33

                           FEDERAL TAX MATTERS

                              Introduction

The following summary provides a general description of the Federal income
tax considerations associated with the Policy and does not purport to be
complete or to cover all situations.  This discussion is not intended as tax
advice.  Counsel or other competent tax Advisers should be consulted for more
complete information.  This discussion is based upon General American's
understanding of the present Federal income tax laws as they are currently
interpreted by the Internal Revenue Service.  No representation is made as to
the likelihood of continuation of the present Federal income tax laws or of
the current interpretations by the Internal Revenue Service.

                        Tax Status of the Policy

Section 7702 of the Internal Revenue Code of 1986, as amended (the "Code")
includes a definition of a life insurance contract for Federal tax purposes.
The Secretary of the Treasury (the "Treasury") issued proposed regulations
which specify what will be considered reasonable mortality charges under
Section 7702.  Guidance as to how Section 7702 is to be applied is, however,
limited.  If a Policy were determined not to be a life insurance contract for
purposes of Section 7702, such Policy would not provide most of the tax
advantages normally provided by a life insurance policy.

With respect to a Policy issued on a basis of a standard premium class or on
a guaranteed or simplified issue basis, while there is some uncertainty due
to the limited guidance under Section 7702, the Company believes that such a
Policy should meet the Section 7702 definition of a life insurance contract.
However, with respect to a Policy issued on a substandard basis (i.e., a
premium class involving higher than standard mortality risk), it is not clear
whether such a Policy would satisfy Section 7702, particularly if the Owner
pays the full amount of premiums permitted under the Policy.

If it is subsequently determined that a Policy does not satisfy Section 7702,
the Company will take whatever steps are appropriate and necessary to attempt
to cause such a Policy to comply with Section 7702, including possibly
refunding any premiums paid that exceed the limitations allowable under
Section 7702 (together with interest or other earnings on any such premiums
refunded as required by law).  For these reasons, the Company reserves the
right to modify the Policy as necessary to attempt to qualify it as a life
insurance contract under Section 7702.

Section 817(h) of the Code authorizes the Treasury to set standards by
regulation or otherwise for the investments of the Separate Account to be
"adequately diversified" in order for the Policy to be treated as a life
insurance contract for Federal tax purposes.  The Separate Account, intends
to comply with the diversification requirements prescribed by the Treasury in
Regulation Section 1.817-5, which affect how assets may be invested.
Although General American does not control the Funds, it has entered into
agreements, which require these investment companies to be operated in
compliance with the requirements prescribed by the Treasury.

The IRS has stated in published rulings that a variable contract owner will
be considered the owner of separate account assets, for federal income tax
purposes, if the contract owner possesses incidents of ownership in those
assets, such as the ability to exercise investment control over the assets.
If that were to be determined to be the case, income and gains from the
separate account assets would be includible in the variable contract owner's
gross income.  The Treasury Department has also announced, in connection with
the issuance of regulations concerning diversification, that those
regulations "do not provide guidance concerning the circumstances in which
investor control of the investments of a segregated asset account may cause
the investor (i.e., the Owner), rather than the insurance company, to be
treated as the owner of the assets in the account."  This announcement also
stated that guidance would be issued by way of regulations or rulings on the
"extent to which policyholders may direct their investments to particular
subaccounts without being treated as owners of the underlying assets."

The ownership rights under the Policy are different in certain respects from
those described by the IRS in rulings in which it was determined that policy
owners were not owners of separate account assets.  For example, the Owner
has additional flexibility in allocating Premium payments and Policy Values.
These differences could result in an Owner being treated as the owner of a
pro rata portion of the assets of the Separate Account.  In addition, the
Company does not know what standards will be set forth, if any, in the
regulations or rulings which the Treasury Department has stated it expects to
issue.  The Company therefore reserves the right to modify the Policy as
necessary to attempt to prevent an Owner from being considered the owner of a
pro rata share of the assets of the Separate Account.

The following discussion assumes that the Policy will qualify as a life
insurance contract for Federal income tax purposes.

                                    31
<PAGE> 34

1.    Tax Treatment of Policy Benefits.  In general, the Company believes
that the proceeds and Cash Value increases of a Policy should be treated in a
manner consistent with a fixed-benefit life insurance policy for Federal
income tax purposes.  Thus, the death benefit under the Policy should be
excludable from the gross income of the Beneficiary under Section 101(a)(1)
of the Code, unless a transfer for value (generally a sale of the policy) has
occurred.

Many changes or transactions involving a Policy may have tax consequences,
depending on the circumstances.  Such changes include, but are not limited
to, the exchange of the Policy, a change of the Policy's Face Amount, a
Policy Loan, an additional premium payment, a Policy lapse with an
outstanding Policy Loan, a partial withdrawal, or a surrender of the Policy.
In addition, Federal estate and state and local estate, inheritance, and
other tax consequences of ownership or receipt of Policy proceeds depend upon
the circumstances of each Owner or Beneficiary.  A competent tax adviser
should be consulted for further information.

A Policy may also be used in various arrangements, including non-qualified
deferred compensation or salary continuation plans, split dollar insurance
plans, executive bonus plans, retiree medical benefit plans and others.  The
tax consequences of such plans may vary depending on the particular facts and
circumstances of each individual arrangement.  Therefore, if you are
contemplating the use of a Policy in any arrangement the value of which
depends in part on its tax consequences, you should be sure to consult a
qualified tax adviser regarding the tax attributes of the particular
arrangement.

Generally, the Owner will not be deemed to be in constructive receipt of the
Policy's Cash Value, including increments thereof, under the Policy until
there is a distribution.  The tax consequences of distributions from, and
Policy Loans taken from or secured by, a Policy depend upon whether the
Policy is classified as a "modified endowment contract".  However, upon a
complete surrender or lapse of any Policy, if the amount received plus the
amount of outstanding Indebtedness exceeds the total investment in the
Policy, the excess will generally be treated as ordinary income subject to
tax.

2.    Modified Endowment Contracts.  A policy may be treated as a modified
endowment contract depending upon the amount of premiums paid in relation to
the death benefit provided under such Policy.  The premium limitation rules
for determining whether a Policy is a modified endowment contract are
extremely complex.  In general, however, a Policy will be a modified
endowment contract if the accumulated premiums paid at any time during the
first seven Policy Years exceed the sum of the net level premiums which would
have been paid on or before such time if the Policy provided for paid-up
future benefits after the payment of seven level annual premiums.

In addition, if a Policy is "materially changed" it may cause such Policy to
be treated as a modified endowment contract.  The material change rules for
determining whether a Policy is a modified endowment contract are also
extremely complex.  In general, however, the determination of whether a
Policy will be a modified endowment contract after a material change
generally depends upon the relationship among the death benefit at the time
of such change, the Cash Value at the time of the change and the additional
premiums paid in the seven Policy Years starting with the date on which the
material change occurs.

Moreover, a life insurance contract received in exchange for a life insurance
contract classified as a modified endowment contract will also be treated as
a modified endowment contract.  A reduction in a Policy's benefits may also
cause such Policy to become a modified endowment contract.

Due to the Policy's flexibility, classification of a Policy as a modified
endowment contract will depend upon the circumstances of each Policy.  The
Company has, however, adopted administrative steps designed to protect an
Owner against the possibility that the Policy might become a modified
endowment contract.  The Company believes the safeguards are adequate for
most situations, but it cannot provide complete assurance that a Policy will
not be classified as a modified endowment contract.  At the time a premium is
credited which would cause the Policy to become a modified endowment
contract, the Company will notify the Owner that unless a refund of the
excess premium is requested by the Owner, the Policy will become a modified
endowment contract.  The Owner will have 30 days after receiving such
notification to request the refund.  The excess premium paid will be returned
to the Owner upon receipt by the Company of the refund request.  The amount
to be refunded will be deducted from the Policy Cash Value in the Divisions
of the Separate Account and in the General Account in the same proportion as
the premium payment was allocated to such Divisions.

Accordingly, a prospective Owner should contact a competent tax adviser
before purchasing a Policy to determine the circumstances under which the
Policy would be a modified endowment contract.  In addition, an Owner should
contact a competent tax adviser before paying any additional premiums or
making any other change to, including an exchange of, a Policy to determine
whether such premium or change would cause the Policy (or the new Policy in

                                    32
<PAGE> 35
the case of an exchange) to be treated as a modified endowment contract.

3.    Distributions from Policies Classified as Modified Endowment Contract.
Policies classified as modified endowment contracts will be subject to the
following tax rules: First, all distributions, including distributions upon
surrender, from such a Policy are treated as ordinary income subject to tax
up to the amount equal to the excess (if any) of the Cash Value immediately
before the distribution over the investment in the Policy (described below)
at such time.  Second, Policy Loans taken from, or secured by, such a Policy,
as well as due but unpaid interest thereon, are treated as distributions from
such a Policy and taxed accordingly.  Third, a 10 percent additional income
tax is imposed on the portion of any distribution from, or Policy Loan taken
from or secured by, such a Policy that (a) is included in income, except
where the distribution or Policy Loan is made on or after the Owner attains
age 59 1/2, (b) is attributable to the Owner's becoming disabled, or (c) is
part of a series of substantially equal periodic payments for the life (or
life expectancy) of the Owner or the joint lives (or joint life expectancies)
of the Owner and the Owner's Beneficiary.

4.    Distributions From Policies Not Classified as Modified Endowment
Contract.  Distributions from  Policies not classified as a modified
endowment contracts are generally treated as first recovering the investment
in the Policy (described below) and then, only after the return of all such
investment in the Policy, as distributing taxable income.  An exception to
this general rule occurs in the case of a decrease in the Policy's death
benefit (possibly including a partial withdrawal) or any other change that
reduces benefits under the Policy in the first 15 years after the Policy is
issued and that results in cash distribution to the Owner in order for the
Policy to continue complying with the Section 7702 definitional limits.  Such
a cash distribution will be taxed in whole or in part as ordinary income (to
the extent of any gain in the Policy) under rules prescribed in Section 7702.

Policy Loans from, or secured by, a Policy that is not a modified endowment
contract are not treated as distributions.  Instead, such loans are treated
as indebtedness of the Owner.

Upon a complete surrender or lapse of a Policy that is not a modified
endowment contract, if the amount received plus the amount of indebtedness
exceeds the total investment in the Policy, the excess will generally be
treated as ordinary income subject to tax.

Neither distributions (including distributions upon surrender or lapse) nor
Policy Loans from, or secured by, a Policy that is not a modified endowment
contract are subject to the 10 percent additional income tax.

If a Policy which is not a modified endowment contract subsequently becomes a
modified endowment contract, then any distribution made from the Policy
within two years prior to the date of such change in status may become
taxable.

5.    Policy Loan Interest.  Generally, interest paid on any loan under a
life insurance Policy owned by an individual is not deductible.  In addition,
interest on any loan under a life insurance Policy owned by a business
taxpayer on the life of any individual who is an officer of or is financially
interested in the business carried on by that taxpayer is deductible only
under certain very limited circumstances.  An Owner should consult a
competent tax adviser before deducting any loan interest.

6.    Interest Expense on Unrelated Indebtedness.  Under provisions added to
the Code in 1997 for policies issued after June 8, 1997, if a business
taxpayer owns or is the beneficiary of a Policy on the life of any individual
who is not an officer, director, employee, or 20 percent owner of the
business, and the taxpayer also has debt unrelated to the Policy, a portion
of the taxpayer's unrelated interest expense deductions may be lost.  No
business taxpayer should purchase, exchange, or increase the death benefit
under a Policy on the life of any individual who is not an officer, director,
employee, or 20 percent owner of the business without first consulting a
competent tax Adviser.

7.    Investment in the Policy.  Investment in the Policy means (i) the
aggregate amount of any premiums or other consideration paid for a Policy,
minus (ii) the aggregate amount received under the Policy which is excluded
from gross income of the Owner (except that the amount of any Policy Loan
from, or secured by, a Policy that is a modified endowment contract, to the
extent such amount is excluded from gross income, will be disregarded), plus
(iii) the amount of any Policy Loan from, or secured by, a Policy that is a
modified endowment contract to the extent that such amount is included in the
gross income of the Owner.

8.    Multiple Policies.  All modified endowment contracts that are issued by
the Company (or its affiliates) to the same Owner during any calendar year
are treated as one modified endowment contract for purposes of determining
the amount includible in gross income under Section 72(e) of the Code.

9.    Possible Charge for Taxes.  At the present time, the Company makes no
charge to the Separate Account for any Federal, state, or local taxes (as
opposed to Premium Tax Charges which are

                                    33
<PAGE> 36
deducted from premium payments) that it incurs which may be attributable to
such Separate Account or to the Policies.  The Company, however, reserves the
right in the future to make a charge for any such tax or other economic
burden resulting from the application of the tax laws that it determines to
be properly attributable to the Separate Account or to the Policies.

10. Possible Changes in Taxation.  As of the date of this Prospectus, the
President's budget for fiscal year 1999 contains a number of proposals that
would adversely affect the Federal income tax treatment of life insurance
contracts.  Of particular importance to owners of variable life insurance
contracts such as the Policy are two proposals under which, if adopted: (1)
the inside buildup of variable life insurance contracts like the Policy would
be taxed whenever cash values were reallocated among the available investment
options, for example, if the Periodic and Variance Rebalancing options
available under the Policy were used, and (2) it would no longer be possible
to exchange a variable life insurance contract tax free under Code section
1035.  Moreover, it is always possible that any changes in the tax treatment
of life insurance contracts could be effective prior to the date of any new
legislation.

                  UNISEX REQUIREMENTS UNDER MONTANA LAW

The State of Montana generally prohibits the use of actuarial tables that
distinguish between men and women in determining premiums and Policy benefits
for policies issued on the lives of their residents.  Therefore, all Policies
offered by this Prospectus to insure residents of Montana will have premiums
and benefits which are based on actuarial tables that do not differentiate on
the basis of sex.

              SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

General American holds the assets of the Separate Account in a custodial
account in its name at the Bank of New York.  The Company maintains records
of all purchases and redemptions of applicable Fund shares by each of the
Divisions.  Additional protection for the assets of the Separate Account is
afforded by a blanket fidelity bond issued by Lloyd's Underwriters in the
amount of five million dollars, covering all officers and employees of the
Company who have access to the assets of the Separate Account.

                              VOTING RIGHTS

Based on its understanding of current applicable legal requirements, the
Company will vote the shares of the Funds held in the Separate Account at
regular and special shareholder meetings of the mutual funds in accordance
with the instructions received from persons having voting interests in the
corresponding Divisions of the Separate Account.  If, however, the 1940 Act
or any regulation thereunder should be amended or if the present
interpretation thereof should change, and as a result the Company determines
that it is permitted to vote shares of the Fund in its own right, it may
elect to do so.  No voting privileges apply to the Policies with respect to
Cash Value removed from the Separate Account as a result of a Policy Loan.

The number of votes which an Owner has the right to instruct will be
calculated separately for each Division.  Voting rights reflect the dollar
value of the total number of units of each Division of the Separate Account
credited to the Owner at the record date, rather than the number of units
alone.  Fractional shares will be counted.  The number of votes of the Fund
which the Owner has the right to instruct will be determined as of the date
coincident with the date established by that Fund for determining
shareholders eligible.  Voting instructions will be solicited by written
communications prior to such meeting in accordance with procedures
established by the mutual funds.

The company will vote shares of a Fund for which no timely instructions are
received in proportion to the voting instructions which are received with
respect to that Fund.  The Company will also vote any shares of the Funds
which are not attributable to Policies in the same proportion.

Each person having a voting interest in a Division will receive any proxy
material, reports, and other materials relating to the appropriate Fund.

Disregard of Voting Instructions.  The Company may, when required by state
insurance regulatory authorities, disregard voting instructions if the
instructions require that the shares be voted so as to cause a change in the
subclassification or investment objective of the Fund or to approve or
disapprove an investment Advisory contract for a Fund.  In addition, the
Company itself may disregard voting instructions in favor of changes
initiated by an Owner in the investment policy or the investment adviser or
sub-adviser of a Fund if the Company reasonably disapproves of such changes.
A proposed change would be disapproved only if the proposed change is
contrary to state law or prohibited by state regulatory authorities, or the
Company determined that the change would have an adverse effect on its
General Account in that the proposed investment policy for a Fund may result
in overly speculative or unsound investments.  If the Company  disregards
voting instructions, a summary of that action and the

                                    34
<PAGE> 37
reasons for such action will be included in the next annual report to Owners.

                     STATE REGULATION OF THE COMPANY

The Company, a stock life insurance company organized under the laws of
Missouri, and the Separate Account are subject to regulation by the Missouri
Department of Insurance.  An annual statement is filed with the Director of
Insurance on or before March 1st of each year covering the operations and
reporting on the financial condition of the Company as of December 31 of the
preceding year.  Periodically, the Director of Insurance examines the
liabilities and reserves of the Company and the Separate Account and
certifies their adequacy, and a full examination of the Company's operations
is conducted by the National Association of Insurance Commissioners at least
once every three years.

In addition, the Company is subject to the insurance laws and regulations of
other states within which it is licensed or may become licensed to operate.
Generally, the insurance departments of other states apply the laws of the
state of domicile in determining permissible investments.

                                    35
<PAGE> 38

<TABLE>

                                     MANAGEMENT OF THE COMPANY

<CAPTION>
                                              PRINCIPAL OCCUPATION (s)
       NAME                                  DURING PAST FIVE YEARS<F*>
       ----                                  --------------------------

PRINCIPAL OFFICERS<F**>
- -----------------------
<C>                           <S>
Richard A. Liddy              Chairman, President and CEO, 1/95-present; Chairman of the Executive
                              Committee, 5/92-present.  Formerly President and CEO, 5/92-1/95.

Robert J. Banstetter, Sr.     Vice President, General Counsel and Secretary, 2/91-present.

John W. Barber                Vice President and Controller, 12/84-present.

O'Neil P. Boudreaux           Vice President-Sales and Marketing, 10/96-present.  Formerly Vice
                              President-Group Field Accounts, 4/87-10/96.

Kevin C. Eichner              Executive Vice President of General American, Chairman of GenMark,
                              Chairman of Walnut Street Securities, 10/97-Present.  President and CEO,
                              Collaborative Strategies, 1983-Present.

E. Thomas Hughes              Corporate Actuary and Treasurer, 10/94-present.  Formerly Executive
                              Vice President-Group Pensions, 3/90-10/94

Michael P. Ingrassia          Vice President-Group Executive Accounts, 3/92-present.

Warren J. Winer               Executive Vice President-Group Life and Health, 8/95-present.  Formerly
                              Managing Director, William M.  Mercer, Inc., 7/93-8/95; President and
                              Chief Operating Officer, W.  F.  Corroon, 1986-7/93.

Bernard H. Wolzenski          Executive Vice President-Individual Insurance, 10/91-present.

A. Greig Woodring             President and Chief Executive Officer, Reinsurance Group of America,
                              12/92-present.

<FN>
<F*> All positions listed are with General American unless otherwise  indicated.

<F**>The prinicpal business address of Messrs. Banstetter, Hughes, and Liddy is
     General American Life Insurance Company, 700 Market Street, St. Louis,
     Missouri 63101. The principal business address for Messrs. Barber, Boudreaux,
     Ingrassia, Winer and Wolzenski is 13045 Tesson Ferry Road, St. Louis, Missouri
     63128. The principal business address for Mr. Woodring is 660 Mason Ridge
     Center Drive, Suite 300, St. Louis, Missouri 63141. The principal business
     address for Mr. Eichner is 670 Mason Ridge Center Drive, Suite 100, St. Louis,
     Missouri 63141.


                                    36
<PAGE> 39


<CAPTION>
                                                     PRINCIPAL OCCUPATIONS (s)
            NAME                                     DURING PAST FIVE YEARS<F*>
            ----                                     --------------------------
DIRECTORS
- ---------
<C>                                    <S>
August A. Busch III                    Chairman of the Board and President, Anheuser-Busch Companies, Inc.
Anheuser-Busch Companies, Inc.         (beer business).
One Busch Place
St. Louis, Missouri 63118

William E. Cornelius                   Retired Chairman and Chief Executive Officer, Union Electric Company
Union Electric Company                 (electric utility business).
P.O.  Box 149
St. Louis, Missouri 63166

John C. Danforth                       Partner, Bryan Cave (law firm). Formerly, U. S. Senator, State of Missouri.
Bryan Cave
One Metropolitan Square,
Suite 3600
St. Louis, Missouri 63102

Bernard A. Edison                      Past President, Edison Brothers Stores, Inc.  (retail specialty stores)
Edison Brothers Stores, Inc.
P.O. Box 14020
St. Louis, Missouri 63178

Richard A. Liddy                       Chairman, President and CEO, General American
General American Life Insurance Co.
700 Market Street
St. Louis, MO 63101

William E. Maritz                      Chairman and Chief Executive Officer, Maritz, Inc.(motivation, travel
Maritz, Inc.                           communications, training and marketing research business).
1375 North Highway Drive
Fenton, Missouri 63099

Craig D. Schnuck                       Chairman and Chief Executive Officer, Schnuck Markets, Inc.  (retail
Schnuck Markets, Inc.                  supermarket chain).
11420 Lackland Road
P.O. Box 46928
St. Louis, Missouri  63146

William P. Stiritz                     Chairman, Chief Executive Officer and President, Agribrands International,
Agribrands International, Inc.         Inc. Formerly Chairman, Chief Executive Officer and President, Ralston Purina
9811 So. Forty Drive                   Company (pet food, batteries, and bread business); Chairman, Ralcorp Holdings,
St. Louis, Missouri 63124              Inc.  (ready-to-eat cereal, baby food, ski resorts).

Andrew C. Taylor                       Chief Executive Officer and President, Enterprise Rent-A-Car (car
Enterprise Rent-A-Car                  rental).
600 Corporate Park Drive
St. Louis, Missouri 63105



                                    37
<PAGE> 40

                                                     PRINCIPAL OCCUPATIONS (s)
            NAME                                     DURING PAST FIVE YEARS<F*>
            ----                                     --------------------------
DIRECTORS (CONTINUED)
- ---------------------

H. Edwin Trusheim                      Retired Chairman and Chief Executive Officer, General American
General American Life Insurance Co.    Life Insurance Company
P.O. Box 396
St. Louis, MO 63166

Robert L. Virgil                       Principal, Edward Jones (investments)
Edward Jones
12555 Manchester
St. Louis, Missouri  63131-3729

Virginia V. Weldon, M.D.               Director, Center for the Study of American Business, Washington
Monsanto Company                       University. Retired Senior Vice President, Public Policy, Monsanto
800 North Lindbergh                    Company (chemicals diversified industry, pharmaceuticals, life
St. Louis, Missouri  63167             science products, and food ingredients business).

Ted C. Wetterau                        President, Wetterau Associates, L.L.C.  Retired Chairman and Chief
Wetterau Associates, L.L.C.            Executive Officer, Wetterau Incorporated  (retail and wholesale
7700 Bonhomme, Suite 750               grocery, manufacturing business).
St. Louis, Missouri  63105

<FN>
<F*>All positions listed are with General American unless otherwise indicated.

</TABLE>

                                    38
<PAGE> 41

                              LEGAL MATTERS

All matters of Missouri law pertaining to the Policy, including the validity
of the Policy and General American's right to issue the Policy under Missouri
insurance law, have been passed upon by Matthew P. McCauley, Vice President
and Associate General Counsel of General American.

                            LEGAL PROCEEDINGS

There are no legal proceedings to which the Separate Account is a party or to
which the assets of the Separate Account are subject.  General American is
not involved in any litigation that is of material importance in relation to
its total assets or that relates to the Separate Account.

                                 EXPERTS

The audited financial statements of General American and the Separate Account
have been included in this Prospectus in reliance on the reports of KPMG Peat
Marwick LLP independent certified public accountants, and on the authority of
said firm as experts in accounting and auditing.

The report of KPMG Peat Marwick LLP covering the December 31, 1997 financial
statements of General American refers to the adoption of Statement of
Financial Accounting Standards No. 120, Accounting and Reporting by Mutual
Life Insurance Enterprises and by Insurance Enterprises for Certain
Long-Duration Participating Contracts.

Actuarial matters included in this Prospectus have been examined by Susan
Benjamin, FSA, MAAA,  Senior Product Actuary of General American, as stated
in the opinion filed as an exhibit to the registration statement.

                         ADDITIONAL INFORMATION

A registration statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, with respect to the
Policy offered hereby.  This Prospectus does not contain all the information
set forth in the registration statement and the amendments and exhibits to
the registration statement, to all of which reference is made for further
information concerning the Separate Account, General American and the Policy
offered hereby.  Statements contained in this Prospectus as to the contents
of the Policy and other legal instruments are summaries.  For a complete
statement of the terms thereof reference is made to such instruments as
filed.

Like all financial services providers, General American utilizes systems that
may be affected by the Year 2000 transition issues, and it relies on services
providers, including the Funds, that may also be affected.  The Company has
developed, and is in the process of implementing, a Year 2000 transition
plan, and is confirming that its services providers are also so engaged.  The
resources that are being devoted to this effort are substantial.  It is
difficult to predict with precision whether the amount of resources
ultimately devoted, or the outcome of these efforts, will have any negative
impact on the Company.  However, as of the date of this prospectus, we do not
anticipate that Policy Owners will experience negative effects on their
investment, or on the services provided in connection therewith, as a result
of Year 2000 transition implementation.  General American currently
anticipates that its systems will be Year 2000 compliant, but there can be no
assurance that the Company will be successful, or that interaction with other
service providers will not impair the Company's services at that time.

                          FINANCIAL STATEMENTS

The financial statements of General American which are included in this
Prospectus should be distinguished from the financial statements of the
Separate Account, and should be considered only as bearing on the ability of
General American to meet its obligations under the Policy.  They should not
be considered as bearing on the investment performance of the assets held in
the Separate Account.  Financial information is not provided for four of the
seventeen Divisions of the Separate Account because those Divisions have only
recently been established, and therefore no operating history exists for
those Divisions.

Interim financial statements for General American or the Separate Account are
not part of this prospectus because General American does not prepare audited
financial statements more often than annually, and believes that any incremental
benefit to prospective Policy Owners that may result from preparing and
delivering more current financial statements, though unaudited, does not
justify the additional cost that would be incurred. General American represents
that there have been no adverse changes in the financial condition or
operations of General American or the Separate Account between the end of
the most recent fiscal year and the date of this prospectus.

                                    39
<PAGE> 42

                               APPENDIX A
             Illustrations of Death Benefits and Cash Values

The following tables illustrate how the Cash Value, Cash Surrender Value, and
death benefit of a Policy change with the investment experience of a Division
of the Separate Account.  The tables show how the Cash Value, Cash Surrender
Value, and death benefit of a Policy issued to an insured of a given age and
at a given premium would vary over time if the investment return on the
assets held in each Division of the Separate Account were a uniform, gross,
after-tax annual rate of 0%, 6%, or 12%.  The tables illustrate Policies
issued in Missouri (using a 2% premium tax rate and a 1.3% federal tax
charge) to males, age 35 and 50 in a preferred nonsmoker rate class.  If the
insured falls into a smoker rate class, the Cash Values, Cash Surrender Values,
and death benefits would be lower than those shown in the tables.  In addition,
the Cash Values, Cash Surrender Values, and death benefits would be different
from those shown if the gross annual investment rates of return averaged 0%,
6%, and 12% over a period of years, but fluctuated above and below those
averages for individual Policy Years.

The Cash Value column under the "Guaranteed" heading shows the accumulated
value of the Net Premiums paid at the stated interest rate, reflecting
deduction of all policy charges described in this prospectus at the
guaranteed maximum rate.  The Cash Surrender Value column under the
"Guaranteed" heading shows the projected Cash Surrender Value of the Policy,
which is calculated by taking the Cash Value under the "Guaranteed" heading
and deducting any appropriate Contingent Deferred Sales Charge.  The Cash
value column under the "Current" heading shows the accumulated value of the
Net Premiums paid at the stated interest rate, reflecting deduction of all
policy charges as described in this prospectus at the current rate. The Cash
Surrender Value column under the "Current" heading shows the projected Cash
Surrender Value of the Policy, which is calculated by taking the Cash Value
under the "Current" heading and deducting any appropriate Contingent Deferred
Sales Charge.  The illustrations of death benefits reflect the above
assumptions.  The death benefits also vary between tables depending upon
whether Death Benefit Options A or C (Level Type) or Death Benefit Option B
(Increasing Type) are illustrated.

The amounts deducted from the Cash Value in the illustrations include the
sales charge, premium tax, federal tax charge, selection and issue expense
charge, monthly administrative charge, and cost of insurance.  These charges
are described in the prospectus under Charges and Deductions.

The amounts shown for Cash Value, Cash Surrender Value, and death benefit
reflect charges that produce an investment rate of return that is lower than
the gross return on the assets held in a Division of the Separate Account.
The charges include a charge for mortality and expense risk (equivalent to
 .55% for Policy Years 1-10, .45% for Policy Years 11-20, and .35%
thereafter), and an assumed .78% charge for the investment advisory fee and
Fund administrative expenses combined, based on the average Fund expense for
all available investment Funds.  The actual investment advisory fee
applicable to each Division is shown in the respective Prospectuses of each
Fund.  After deduction for these amounts, the illustrated gross annual
investment rates of return of 0%, 6%, and 12% correspond to approximate
initial net annual rates of -1.33%, 4.67%, and 10.67%, respectively.  The
Prospectuses for each Fund should be consulted for details about the nature
and extent of their expenses.

The hypothetical values shown in the tables do not reflect any charges for
Federal income taxes against the Separate Account (as opposed to Premium
Charges which are deducted from premium payments), since General American is
not currently making any such charges.  However, such charges may be made in
the future and, in that event, the gross annual investment rate of return of
the Divisions of the Separate Account would have to exceed 0%, 6%, and 12% by
an amount sufficient to cover the tax charges in order to produce the death
benefit and Cash Value illustration.  (See Federal Tax Matters.)

The tables illustrate the Policy values that would result based upon the
investment rates of return if premiums are paid as indicated, if all Net
Premiums are allocated to the Separate Account, if no Policy Loans have been
made.  The tables are also based on the assumptions that the Owner has not
requested an increase or decrease in the Face Amount, that no partial
withdrawals have been made, that no transfer charges were incurred, and that
no optional riders have been requested.

Upon request, General American will provide a comparable illustration based
upon the proposed Insured's age, sex, and rate class, the Face Amount or
premium requested, the proposed frequency of premium payments, and any
available riders requested.

                                    40

<PAGE> 43

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION A)                                               ANNUAL PREMIUM = $3,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%)


                                          ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                          ------------------------                  ---------------------------

  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>          <C>         <C>        <C>                  <C>         <C>        <C>
   1     35      3,000       3,150         890       1,768     250,000                 654       1,531     250,000
   2     36      3,000       6,458       3,031       3,909     250,000               2,567       3,444     250,000
   3     36      3,000       9,930       5,097       5,975     250,000               4,431       5,308     250,000
   4     37      3,000      13,577       7,116       7,994     250,000               6,245       7,123     250,000
   5     37      3,000      17,406       9,092       9,970     250,000               8,005       8,883     250,000
   6     38      3,000      21,426      11,135      11,915     250,000               9,808      10,588     250,000
   7     38      3,000      25,647      13,232      13,817     250,000              11,647      12,232     250,000
   8     39      3,000      30,080      15,291      15,681     250,000              13,426      13,816     250,000
   9     39      3,000      34,734      17,311      17,506     250,000              15,140      15,335     250,000
  10     40      3,000      39,620      19,298      19,298     250,000              16,789      16,789     250,000
  11     40      3,000      44,751      21,440      21,440     250,000              18,555      18,555     250,000
  12     41      3,000      50,139      23,554      23,554     250,000              20,244      20,244     250,000
  13     41      3,000      55,796      25,637      25,637     250,000              21,853      21,853     250,000
  14     42      3,000      61,736      27,692      27,692     250,000              23,379      23,379     250,000
  15     42      3,000      67,972      29,725      29,725     250,000              24,815      24,815     250,000
  16     43      3,000      74,521      31,689      31,689     250,000              26,157      26,157     250,000
  17     43      3,000      81,397      33,590      33,590     250,000              27,393      27,393     250,000
  18     44      3,000      88,617      35,423      35,423     250,000              28,509      28,509     250,000
  19     44      3,000      96,198      37,186      37,186     250,000              29,493      29,493     250,000
  20     45      3,000     104,158      38,876      38,876     250,000              30,328      30,328     250,000
  21     45      3,000     112,516      40,530      40,530     250,000              31,033      31,033     250,000
  22     46      3,000     121,291      42,102      42,102     250,000              31,561      31,561     250,000
  23     46      3,000     130,506      43,587      43,587     250,000              31,902      31,902     250,000
  24     47      3,000     140,181      44,977      44,977     250,000              32,042      32,042     250,000
  25     47      3,000     150,340      46,262      46,262     250,000              31,956      31,956     250,000
  26     48      3,000     161,007      47,431      47,431     250,000              31,617      31,617     250,000
  27     48      3,000     172,208      48,476      48,476     250,000              30,997      30,997     250,000
  28     49      3,000     183,968      49,387      49,387     250,000              30,054      30,054     250,000
  29     49      3,000     196,317      50,155      50,155     250,000              28,739      28,739     250,000
  30     50      3,000     209,282      50,767      50,767     250,000              26,995      26,995     250,000

</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    41
<PAGE> 44

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION A)                                               ANNUAL PREMIUM = $3,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%)


                                         ASSUMING CURRENT CHARGES                    ASSUMING GUARANTEED CHARGES
                                         ------------------------                    ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>         <C>                 <C>         <C>         <C>
   1     35      3,000       3,150       1,019       1,897     250,000                 775       1,652     250,000
   2     36      3,000       6,458       3,419       4,297     250,000               2,925       3,803     250,000
   3     36      3,000       9,930       5,884       6,762     250,000               5,153       6,030     250,000
   4     37      3,000      13,577       8,445       9,322     250,000               7,459       8,337     250,000
   5     37      3,000      17,406      11,109      11,986     250,000               9,844      10,721     250,000
   6     38      3,000      21,426      13,990      14,770     250,000              12,406      13,186     250,000
   7     38      3,000      25,647      17,084      17,669     250,000              15,144      15,729     250,000
   8     39      3,000      30,080      20,301      20,691     250,000              17,965      18,355     250,000
   9     39      3,000      34,734      23,648      23,843     250,000              20,866      21,061     250,000
  10     40      3,000      39,620      27,134      27,134     250,000              23,853      23,853     250,000
  11     40      3,000      44,751      30,978      30,978     250,000              27,134      27,134     250,000
  12     41      3,000      50,139      35,007      35,007     250,000              30,521      30,521     250,000
  13     41      3,000      55,796      39,226      39,226     250,000              34,019      34,019     250,000
  14     42      3,000      61,736      43,649      43,649     250,000              37,630      37,630     250,000
  15     42      3,000      67,972      48,289      48,289     250,000              41,355      41,355     250,000
  16     43      3,000      74,521      53,115      53,115     250,000              45,197      45,197     250,000
  17     43      3,000      81,397      58,141      58,141     250,000              49,151      49,151     250,000
  18     44      3,000      88,617      63,374      63,374     250,000              53,214      53,214     250,000
  19     44      3,000      96,198      68,824      68,824     250,000              57,382      57,382     250,000
  20     45      3,000     104,158      74,499      74,499     250,000              61,649      61,649     250,000
  21     45      3,000     112,516      80,488      80,488     250,000              66,077      66,077     250,000
  22     46      3,000     121,291      86,731      86,731     250,000              70,607      70,607     250,000
  23     46      3,000     130,506      93,241      93,241     250,000              75,245      75,245     250,000
  24     47      3,000     140,181     100,030     100,030     250,000              79,991      79,991     250,000
  25     47      3,000     150,340     107,109     107,109     250,000              84,842      84,842     250,000
  26     48      3,000     161,007     114,493     114,493     250,000              89,793      89,793     250,000
  27     48      3,000     172,208     122,198     122,198     250,000              94,843      94,843     250,000
  28     49      3,000     183,968     130,244     130,244     250,000              99,983      99,983     250,000
  29     49      3,000     196,317     138,654     138,654     250,000             105,203     105,203     250,000
  30     50      3,000     209,282     147,454     147,454     250,000             110,496     110,496     250,000

</TABLE>

CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    42
<PAGE> 45

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION A)                                               ANNUAL PREMIUM = $3,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%)


                                          ASSUMING CURRENT CHARGES                   ASSUMING GUARANTEED CHARGES
                                          ------------------------                   ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>         <C>                 <C>         <C>         <C>
   1     35      3,000       3,150       1,148       2,026     250,000                 896       1,774     250,000
   2     36      3,000       6,458       3,824       4,701     250,000               3,299       4,177     250,000
   3     36      3,000       9,930       6,736       7,614     250,000               5,935       6,813     250,000
   4     37      3,000      13,577       9,940      10,817     250,000               8,828       9,705     250,000
   5     37      3,000      17,406      13,470      14,347     250,000              12,000      12,877     250,000
   6     38      3,000      21,426      17,471      18,251     250,000              15,579      16,359     250,000
   7     38      3,000      25,647      21,972      22,557     250,000              19,592      20,177     250,000
   8     39      3,000      30,080      26,923      27,313     250,000              23,979      24,369     250,000
   9     39      3,000      34,734      32,372      32,567     250,000              28,777      28,972     250,000
  10     40      3,000      39,620      38,378      38,378     250,000              34,033      34,033     250,000
  11     40      3,000      44,751      45,240      45,240     250,000              40,026      40,026     250,000
  12     41      3,000      50,139      52,847      52,847     250,000              46,627      46,627     250,000
  13     41      3,000      55,796      61,279      61,279     250,000              53,905      53,905     250,000
  14     42      3,000      61,736      70,629      70,629     250,000              61,935      61,935     250,000
  15     42      3,000      67,972      81,003      81,003     250,000              70,800      70,800     250,000
  16     43      3,000      74,521      92,476      92,476     250,000              80,598      80,598     250,000
  17     43      3,000      81,397     105,177     105,177     250,000              91,428      91,428     250,000
  18     44      3,000      88,617     119,242     119,242     250,000             103,407     103,407     250,000
  19     44      3,000      96,198     134,826     134,826     250,000             116,671     116,671     250,000
  20     45      3,000     104,158     152,102     152,102     250,000             131,370     131,370     250,000
  21     45      3,000     112,516     171,418     171,418     257,126             147,819     147,819     250,000
  22     46      3,000     121,291     192,816     192,816     281,512             166,120     166,120     250,000
  23     46      3,000     130,506     216,500     216,500     307,430             186,480     186,480     264,801
  24     47      3,000     140,181     242,715     242,715     334,946             208,991     208,991     288,407
  25     47      3,000     150,340     271,735     271,735     364,124             233,864     233,864     313,378
  26     48      3,000     161,007     303,866     303,866     395,026             261,362     261,362     339,771
  27     48      3,000     172,208     339,414     339,414     434,450             291,702     291,702     373,378
  28     49      3,000     183,968     378,742     378,742     477,215             325,174     325,174     409,719
  29     49      3,000     196,317     422,255     422,255     523,597             362,100     362,100     449,004
  30     50      3,000     209,282     470,403     470,403     573,891             402,841     402,841     491,466

</TABLE>

CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    43
<PAGE> 46

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION B)                                               ANNUAL PREMIUM = $3,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%)


                                          ASSUMING CURRENT CHARGES                 ASSUMING GUARANTEED CHARGES
                                          ------------------------                 ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>          <C>         <C>        <C>                  <C>         <C>        <C>
   1     35      3,000       3,150         889       1,766     251,766                 650       1,528     251,528
   2     36      3,000       6,458       3,026       3,904     253,904               2,557       3,434     253,434
   3     36      3,000       9,930       5,086       5,964     255,964               4,410       5,288     255,288
   4     37      3,000      13,577       7,096       7,973     257,973               6,210       7,087     257,087
   5     37      3,000      17,406       9,060       9,937     259,937               7,951       8,828     258,828
   6     38      3,000      21,426      11,088      11,868     261,868               9,729      10,509     260,509
   7     38      3,000      25,647      13,168      13,753     263,753              11,537      12,122     262,122
   8     39      3,000      30,080      15,205      15,595     265,595              13,280      13,670     263,670
   9     39      3,000      34,734      17,201      17,396     267,396              14,950      15,145     265,145
  10     40      3,000      39,620      19,160      19,160     269,160              16,549      16,549     266,549
  11     40      3,000      44,751      21,271      21,271     271,271              18,256      18,256     268,256
  12     41      3,000      50,139      23,349      23,349     273,349              19,874      19,874     269,874
  13     41      3,000      55,796      25,393      25,393     275,393              21,401      21,401     271,401
  14     42      3,000      61,736      27,405      27,405     277,405              22,833      22,833     272,833
  15     42      3,000      67,972      29,392      29,392     279,392              24,160      24,160     274,160
  16     43      3,000      74,521      31,301      31,301     281,301              25,380      25,380     275,380
  17     43      3,000      81,397      33,136      33,136     283,136              26,475      26,475     276,475
  18     44      3,000      88,617      34,894      34,894     284,894              27,431      27,431     277,431
  19     44      3,000      96,198      36,569      36,569     286,569              28,235      28,235     278,235
  20     45      3,000     104,158      38,157      38,157     288,157              28,865      28,865     278,865
  21     45      3,000     112,516      39,692      39,692     289,692              29,337      29,337     279,337
  22     46      3,000     121,291      41,128      41,128     291,128              29,603      29,603     279,603
  23     46      3,000     130,506      42,457      42,457     292,457              29,654      29,654     279,654
  24     47      3,000     140,181      43,669      43,669     293,669              29,474      29,474     279,474
  25     47      3,000     150,340      44,750      44,750     294,750              29,036      29,036     279,036
  26     48      3,000     161,007      45,687      45,687     295,687              28,313      28,313     278,313
  27     48      3,000     172,208      46,467      46,467     296,467              27,276      27,276     277,276
  28     49      3,000     183,968      47,078      47,078     297,078              25,885      25,885     275,885
  29     49      3,000     196,317      47,508      47,508     297,508              24,091      24,091     274,091
  30     50      3,000     209,282      47,741      47,741     297,741              21,844      21,844     271,844

</TABLE>

CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    44
<PAGE> 47

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION B)                                               ANNUAL PREMIUM = $3,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%)


                                          ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                          ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>         <C>                  <C>         <C>        <C>
   1     35      3,000       3,150       1,017       1,895     251,895                 771       1,649     251,649
   2     36      3,000       6,458       3,414       4,291     254,291               2,914       3,792     253,792
   3     36      3,000       9,930       5,871       6,749     256,749               5,129       6,006     256,006
   4     37      3,000      13,577       8,420       9,298     259,298               7,417       8,294     258,294
   5     37      3,000      17,406      11,069      11,946     261,946               9,775      10,653     260,653
   6     38      3,000      21,426      13,930      14,710     264,710              12,304      13,084     263,084
   7     38      3,000      25,647      16,998      17,583     267,583              14,997      15,582     265,582
   8     39      3,000      30,080      20,182      20,572     270,572              17,761      18,151     268,151
   9     39      3,000      34,734      23,488      23,683     273,683              20,591      20,786     270,786
  10     40      3,000      39,620      26,926      26,926     276,926              23,491      23,491     273,491
  11     40      3,000      44,751      30,712      30,712     280,712              26,663      26,663     276,663
  12     41      3,000      50,139      34,673      34,673     284,673              29,917      29,917     279,917
  13     41      3,000      55,796      38,812      38,812     288,812              33,252      33,252     283,252
  14     42      3,000      61,736      43,143      43,143     293,143              36,668      36,668     286,668
  15     42      3,000      67,972      47,679      47,679     297,679              40,157      40,157     290,157
  16     43      3,000      74,521      52,378      52,378     302,378              43,717      43,717     293,717
  17     43      3,000      81,397      57,248      57,248     307,248              47,336      47,336     297,336
  18     44      3,000      88,617      62,294      62,294     312,294              50,997      50,997     300,997
  19     44      3,000      96,198      67,517      67,517     317,517              54,686      54,686     304,686
  20     45      3,000     104,158      72,921      72,921     322,921              58,384      58,384     308,384
  21     45      3,000     112,516      78,582      78,582     328,582              62,132      62,132     312,132
  22     46      3,000     121,291      84,435      84,435     334,435              65,855      65,855     315,855
  23     46      3,000     130,506      90,478      90,478     340,478              69,540      69,540     319,540
  24     47      3,000     140,181      96,711      96,711     346,711              73,167      73,167     323,167
  25     47      3,000     150,340     103,126     103,126     353,126              76,702      76,702     326,702
  26     48      3,000     161,007     109,718     109,718     359,718              80,111      80,111     330,111
  27     48      3,000     172,208     116,480     116,480     366,480              83,354      83,354     333,354
  28     49      3,000     183,968     123,406     123,406     373,406              86,378      86,378     336,378
  29     49      3,000     196,317     130,490     130,490     380,490              89,116      89,116     339,116
  30     50      3,000     209,282     137,721     137,721     387,721              91,501      91,501     341,501

</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    45
<PAGE> 48

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION B)                                               ANNUAL PREMIUM = $3,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>         <C>                 <C>         <C>         <C>
   1     35      3,000       3,150       1,147       2,024     252,024                 893       1,770     251,770
   2     36      3,000       6,458       3,818       4,695     254,695               3,287       4,165     264,165
   3     36      3,000       9,930       6,721       7,599     257,599               5,908       6,786     256,786
   4     37      3,000      13,577       9,911      10,788     260,788               8,777       9,655     259,655
   5     37      3,000      17,406      13,420      14,298     264,298              11,916      12,793     262,793
   6     38      3,000      21,426      17,394      18,174     268,174              15,447      16,227     266,227
   7     38      3,000      25,647      21,857      22,442     272,442              19,395      19,980     269,980
   8     39      3,000      30,080      26,758      27,148     277,442              23,696      24,086     274,086
   9     39      3,000      34,734      32,142      32,337     282,337              28,380      33,488     278,575
  10     40      3,000      39,620      38,066      38,066     288,066              33,488      33,488     283,488
  11     40      3,000      44,751      44,824      44,824     294,824              39,287      39,287     289,287
  12     41      3,000      50,139      52,302      52,302     302,302              45,641      45,641     295,641
  13     41      3,000      55,796      60,576      60,576     310,576              52,602      52,602     302,602
  14     42      3,000      61,736      69,734      69,734     319,734              60,231      60,231     310,231
  15     42      3,000      67,972      79,878      79,878     329,878              68,590      68,590     318,590
  16     43      3,000      74,521      91,059      91,059     341,059              77,753      77,753     327,753
  17     43      3,000      81,397     103,390     103,390     353,390              87,786      87,786     337,786
  18     44      3,000      88,617     116,990     116,990     366,990              98,766      98,766     348,766
  19     44      3,000      96,198     131,990     131,990     381,990             110,778     110,778     360,778
  20     45      3,000     104,158     148,535     148,535     398,535             123,911     123,911     373,911
  21     45      3,000     112,516     166,935     166,935     416,935             138,393     138,393     388,393
  22     46      3,000     121,291     187,248     187,248     437,248             154,236     154,236     404,236
  23     46      3,000     130,506     209,673     209,673     459,673             171,575     171,575     421,575
  24     47      3,000     140,181     234,427     234,427     484,427             190,555     190,555     440,555
  25     47      3,000     150,340     261,748     261,748     511,748             211,323     211,323     461,323
  26     48      3,000     161,007     291,900     291,900     541,900             234,042     234,042     484,042
  27     48      3,000     172,208     325,174     325,174     575,174             258,889     258,889     508,889
  28     49      3,000     183,968     361,896     361,896     611,896             286,050     286,050     536,050
  29     49      3,000     196,317     402,426     402,426     652,426             315,721     315,721     565,721
  30     50      3,000     209,282     447,159     447,159     697,159             348,118     348,118     598,118

</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    46
<PAGE> 49

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION C)                                               ANNUAL PREMIUM = $3,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>          <C>         <C>        <C>                  <C>         <C>        <C>
   1     35      3,000       3,150         890       1,768     250,000                 654       1,531     250,000
   2     36      3,000       6,458       3,031       3,909     250,000               2,567       3,444     250,000
   3     36      3,000       9,930       5,097       5,975     250,000               4,431       5,308     250,000
   4     37      3,000      13,577       7,116       7,994     250,000               6,245       7,123     250,000
   5     37      3,000      17,406       9,092       9,970     250,000               8,005       8,883     250,000
   6     38      3,000      21,426      11,135      11,915     250,000               9,808      10,588     250,000
   7     38      3,000      25,647      13,232      13,817     250,000              11,647      12,232     250,000
   8     39      3,000      30,080      15,291      15,681     250,000              13,426      13,816     250,000
   9     39      3,000      34,734      17,311      17,506     250,000              15,140      15,335     250,000
  10     40      3,000      39,620      19,298      19,298     250,000              16,789      16,789     250,000
  11     40      3,000      44,751      21,440      21,440     250,000              18,555      18,555     250,000
  12     41      3,000      50,139      23,554      23,554     250,000              20,244      20,244     250,000
  13     41      3,000      55,796      25,637      25,637     250,000              21,853      21,853     250,000
  14     42      3,000      61,736      27,692      27,692     250,000              23,379      23,379     250,000
  15     42      3,000      67,972      29,725      29,725     250,000              24,815      24,815     250,000
  16     43      3,000      74,521      31,689      31,689     250,000              26,157      26,157     250,000
  17     43      3,000      81,397      33,590      33,590     250,000              27,393      27,393     250,000
  18     44      3,000      88,617      35,423      35,423     250,000              28,509      28,509     250,000
  19     44      3,000      96,198      37,186      37,186     250,000              29,493      29,493     250,000
  20     45      3,000     104,158      38,876      38,876     250,000              30,328      30,328     250,000
  21     45      3,000     112,516      40,530      40,530     250,000              31,033      31,033     250,000
  22     46      3,000     121,291      42,102      42,102     250,000              31,561      31,561     250,000
  23     46      3,000     130,506      43,587      43,587     250,000              31,902      31,902     250,000
  24     47      3,000     140,181      44,977      44,977     250,000              32,042      32,042     250,000
  25     47      3,000     150,340      46,262      46,262     250,000              31,956      31,956     250,000
  26     48      3,000     161,007      47,431      47,431     250,000              31,617      31,617     250,000
  27     48      3,000     172,208      48,476      48,476     250,000              30,997      30,997     250,000
  28     49      3,000     183,968      49,387      49,387     250,000              30,054      30,054     250,000
  29     49      3,000     196,317      50,155      50,155     250,000              28,739      28,739     250,000
  30     50      3,000     209,282      50,767      50,767     250,000              26,995      26,995     250,000

</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    47
<PAGE> 50

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION C)                                               ANNUAL PREMIUM = $3,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>         <C>                 <C>         <C>         <C>
   1     35      3,000       3,150       1,019       1,897     250,000                 775       1,652     250,000
   2     36      3,000       6,458       3,419       4,297     250,000               2,925       3,803     250,000
   3     36      3,000       9,930       5,884       6,762     250,000               5,153       6,030     250,000
   4     37      3,000      13,577       8,445       9,322     250,000               7,459       8,337     250,000
   5     37      3,000      17,406      11,109      11,986     250,000               9,844      10,721     250,000
   6     38      3,000      21,426      13,990      14,770     250,000              12,406      13,186     250,000
   7     38      3,000      25,647      17,084      17,669     250,000              15,144      15,729     250,000
   8     39      3,000      30,080      20,301      20,691     250,000              17,965      18,355     250,000
   9     39      3,000      34,734      23,648      23,843     250,000              20,866      21,061     250,000
  10     40      3,000      39,620      27,134      27,134     250,000              23,853      23,853     250,000
  11     40      3,000      44,751      30,978      30,978     250,000              27,134      27,134     250,000
  12     41      3,000      50,139      35,007      35,007     250,000              30,521      30,521     250,000
  13     41      3,000      55,796      39,226      39,226     250,000              34,019      34,019     250,000
  14     42      3,000      61,736      43,649      43,649     250,000              37,630      37,630     250,000
  15     42      3,000      67,972      48,289      48,289     250,000              41,355      41,355     250,000
  16     43      3,000      74,521      53,115      53,115     250,000              45,197      45,197     250,000
  17     43      3,000      81,397      58,141      58,141     250,000              49,151      49,151     250,000
  18     44      3,000      88,617      63,374      63,374     250,000              53,214      53,214     250,000
  19     44      3,000      96,198      68,824      68,824     250,000              57,382      57,382     250,000
  20     45      3,000     104,158      74,499      74,499     250,000              61,649      61,649     250,000
  21     45      3,000     112,516      80,488      80,488     250,000              66,077      66,077     250,000
  22     46      3,000     121,291      86,731      86,731     250,000              70,607      70,607     250,000
  23     46      3,000     130,506      93,241      93,241     250,000              75,245      75,245     250,000
  24     47      3,000     140,181     100,030     100,030     250,000              79,991      79,991     250,000
  25     47      3,000     150,340     107,109     107,109     250,000              84,842      84,842     250,000
  26     48      3,000     161,007     114,493     114,493     250,000              89,793      89,793     250,000
  27     48      3,000     172,208     122,198     122,198     250,000              94,843      94,843     250,000
  28     49      3,000     183,968     130,244     130,244     250,000              99,983      99,983     250,000
  29     49      3,000     196,317     138,653     138,653     251,046             105,203     105,203     250,000
  30     50      3,000     209,282     147,411     147,411     260,106             110,496     110,496     250,000

</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    48
<PAGE> 51

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION C)                                               ANNUAL PREMIUM = $3,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>         <C>                 <C>         <C>         <C>
   1     35      3,000       3,150       1,148       2,026     250,000                 896       1,774     250,000
   2     36      3,000       6,458       3,824       4,701     250,000               3,299       4,177     250,000
   3     36      3,000       9,930       6,736       7,614     250,000               5,935       6,813     250,000
   4     37      3,000      13,577       9,940      10,817     250,000               8,828       9,705     250,000
   5     37      3,000      17,406      13,470      14,347     250,000              12,000      12,877     250,000
   6     38      3,000      21,426      17,471      18,251     250,000              15,579      16,359     250,000
   7     38      3,000      25,647      21,972      22,557     250,000              19,592      20,177     250,000
   8     39      3,000      30,080      26,923      27,313     250,000              23,979      24,369     250,000
   9     39      3,000      34,734      32,372      32,567     250,000              28,777      28,972     250,000
  10     40      3,000      39,620      38,378      38,378     250,000              34,033      34,033     250,000
  11     40      3,000      44,751      45,240      45,240     250,000              40,026      40,026     250,000
  12     41      3,000      50,139      52,847      52,847     250,000              46,627      46,627     250,000
  13     41      3,000      55,796      61,279      61,279     250,000              53,905      53,905     250,000
  14     42      3,000      61,736      70,629      70,629     250,000              61,935      61,935     250,000
  15     42      3,000      67,972      81,003      81,003     250,000              70,800      70,800     250,000
  16     43      3,000      74,521      92,476      92,476     250,000              80,598      80,598     250,000
  17     43      3,000      81,397     105,162     105,162     269,361              91,428      91,428     250,000
  18     44      3,000      88,617     119,150     119,150     295,836             103,402     103,402     256,736
  19     44      3,000      96,198     134,568     134,568     323,999             116,545     116,545     280,605
  20     45      3,000     104,158     151,559     151,559     353,967             130,918     130,918     305,759
  21     45      3,000     112,516     170,433     170,433     386,270             146,757     146,757     332,611
  22     46      3,000     121,291     191,240     191,240     420,785             164,071     164,071     361,005
  23     46      3,000     130,506     214,170     214,170     457,702             182,989     182,989     391,066
  24     47      3,000     140,181     239,432     239,432     497,180             203,652     203,652     422,883
  25     47      3,000     150,340     267,249     267,249     539,442             226,199     226,199     456,583
  26     48      3,000     161,007     297,868     297,868     584,685             250,784     250,784     492,265
  27     48      3,000     172,208     331,559     331,559     633,211             277,570     277,570     530,103
  28     49      3,000     183,968     368,618     368,618     685,262             306,720     306,720     570,192
  29     49      3,000     196,317     409,373     409,373     741,211             338,401     338,401     612,709
  30     50      3,000     209,282     454,177     454,177     801,396             372,792     372,792     657,791

</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    49
<PAGE> 52

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION A)                                               ANNUAL PREMIUM = $6,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>          <C>         <C>        <C>                  <C>         <C>        <C>
   1     50      6,000       6,300       2,185       3,906     250,000               1,296       3,017     250,000
   2     51      6,000      12,915       6,532       8,254     250,000               4,787       6,508     250,000
   3     51      6,000      19,861      10,739      12,460     250,000               8,130       9,851     250,000
   4     52      6,000      27,154      14,817      16,538     250,000              11,315      13,036     250,000
   5     52      6,000      34,811      18,722      20,494     250,000              14,325      16,046     250,000
   6     53      6,000      42,852      22,815      24,345     250,000              17,340      18,870     250,000
   7     53      6,000      51,295      26,945      28,093     250,000              20,349      21,497     250,000
   8     54      6,000      60,159      30,981      31,746     250,000              23,154      23,919     250,000
   9     54      6,000      69,467      34,912      35,295     250,000              25,744      26,127     250,000
  10     55      6,000      79,241      38,736      38,736     250,000              28,098      28,098     250,000
  11     55      6,000      89,503      42,777      42,777     250,000              30,564      30,564     250,000
  12     56      6,000     100,278      46,685      46,685     250,000              32,752      32,752     250,000
  13     56      6,000     111,592      50,480      50,480     250,000              34,629      34,629     250,000
  14     57      6,000     123,471      54,180      54,180     250,000              36,155      36,155     250,000
  15     57      6,000     135,945      57,797      57,797     250,000              37,288      37,288     250,000
  16     58      6,000     149,042      60,991      60,991     250,000              37,988      37,988     250,000
  17     58      6,000     162,794      64,001      64,001     250,000              38,220      38,220     250,000
  18     59      6,000     177,234      66,814      66,814     250,000              37,941      37,941     250,000
  19     59      6,000     192,396      69,417      69,417     250,000              37,105      37,105     250,000
  20     60      6,000     208,316      71,794      71,794     250,000              35,647      35,647     250,000
  21     60      6,000     225,031      74,006      74,006     250,000              33,507      33,507     250,000
  22     61      6,000     242,583      75,964      75,964     250,000              30,392      30,392     250,000
  23     61      6,000     261,012      77,652      77,652     250,000              26,387      26,387     250,000
  24     62      6,000     280,363      79,051      79,051     250,000              21,157      21,157     250,000
  25     62      6,000     300,681      80,131      80,131     250,000              14,467      14,467     250,000
  26     63      6,000     322,015      80,862      80,862     250,000               6,084       6,084     250,000
  27     63      6,000     344,415      81,206      81,206     250,000                <F*>        <F*>        <F*>
  28     64      6,000     367,936      81,113      81,113     250,000                <F*>        <F*>        <F*>
  29     64      6,000     392,633      80,532      80,532     250,000                <F*>        <F*>        <F*>
  30     65      6,000     418,565      79,404      79,404     250,000                <F*>        <F*>        <F*>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.

<FN>
<F*>  UNLESS ADDITIONAL PREMIIUM IS PAID, POLICY WILL LAPSE WITHOUT VALUE

</TABLE>


                                    50
<PAGE> 53

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

<CAPTION>
POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION A)                                               ANNUAL PREMIUM = $6,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>         <C>                 <C>         <C>         <C>
   1     50      6,000       6,300       2,455       4,176     250,000               1,537       3,258     250,000
   2     51      6,000      12,915       7,346       9,068     250,000               5,492       7,213     250,000
   3     51      6,000      19,861      12,383      14,104     250,000               9,529      11,250     250,000
   4     52      6,000      27,154      17,582      19,303     250,000              13,643      15,364     250,000
   5     52      6,000      34,811      22,958      24,679     250,000              17,822      19,543     250,000
   6     53      6,000      42,852      28,729      30,259     250,000              22,249      23,779     250,000
   7     53      6,000      51,295      34,906      36,053     250,000              26,917      28,064     250,000
   8     54      6,000      60,159      41,317      42,082     250,000              31,632      32,397     250,000
   9     54      6,000      69,467      47,966      48,348     250,000              36,390      36,772     250,000
  10     55      6,000      79,241      54,861      54,861     250,000              41,175      41,175     250,000
  11     55      6,000      89,503      62,391      62,391     250,000              46,387      46,387     250,000
  12     56      6,000     100,278      70,225      70,225     250,000              51,651      51,651     250,000
  13     56      6,000     111,592      78,400      78,400     250,000              56,951      56,951     250,000
  14     57      6,000     123,471      86,953      86,953     250,000              62,263      62,263     250,000
  15     57      6,000     135,945      95,922      95,922     250,000              67,567      67,567     250,000
  16     58      6,000     149,042     105,054     105,054     250,000              72,846      72,846     250,000
  17     58      6,000     162,794     114,575     114,575     250,000              78,093      78,093     250,000
  18     59      6,000     177,234     124,510     124,510     250,000              83,298      83,298     250,000
  19     59      6,000     192,396     134,892     134,892     250,000              88,454      88,454     250,000
  20     60      6,000     208,316     145,760     145,760     250,000              93,547      93,547     250,000
  21     60      6,000     225,031     157,311     157,311     250,000              98,643      98,643     250,000
  22     61      6,000     242,583     169,471     169,471     250,000             103,527     103,527     250,000
  23     61      6,000     261,012     182,311     182,311     250,000             108,316     108,316     250,000
  24     62      6,000     280,363     195,910     195,910     250,000             112,863     112,863     250,000
  25     62      6,000     300,681     210,364     210,364     250,000             117,108     117,108     250,000
  26     63      6,000     322,015     225,787     225,787     250,000             121,015     121,015     250,000
  27     63      6,000     344,415     242,292     242,292     254,406             124,545     124,545     250,000
  28     64      6,000     367,936     259,596     259,596     272,576             127,659     127,659     250,000
  29     64      6,000     392,633     277,677     277,677     291,560             130,317     130,317     250,000
  30     65      6,000     418,565     296,560     296,560     311,388             132,447     132,447     250,000
</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.



                                    51
<PAGE> 54

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION A)                                               ANNUAL PREMIUM = $6,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>       <C>                   <C>         <C>         <C>
   1     50      6,000       6,300       2,725       4,447     250,000               1,779       3,501     250,000
   2     51      6,000      12,915       8,194       9,916     250,000               6,228       7,949     250,000
   3     51      6,000      19,861      14,162      15,884     250,000              11,049      12,770     250,000
   4     52      6,000      27,154      20,696      22,417     250,000              16,277      17,998     250,000
   5     52      6,000      34,811      27,864      29,586     250,000              21,942      23,663     250,000
   6     53      6,000      42,852      35,948      37,478     250,000              28,277      29,807     250,000
   7     53      6,000      51,295      45,028      46,176     250,000              35,329      36,476     250,000
   8     54      6,000      60,159      55,014      55,779     250,000              42,968      43,733     250,000
   9     54      6,000      69,467      66,000      66,382     250,000              51,261      51,644     250,000
  10     55      6,000      79,241      78,097      78,097     250,000              60,278      60,278     250,000
  11     55      6,000      89,503      91,867      91,867     250,000              70,559      70,559     250,000
  12     56      6,000     100,278     107,115     107,115     250,000              81,856      81,856     250,000
  13     56      6,000     111,592     124,038     124,038     250,000              94,296      94,296     250,000
  14     57      6,000     123,471     142,850     142,850     250,000             108,027     108,027     250,000
  15     57      6,000     135,945     163,789     163,789     250,000             123,232     123,232     250,000
  16     58      6,000     149,042     186,971     186,971     250,000             140,138     140,138     250,000
  17     58      6,000     162,794     212,828     212,828     253,265             159,028     159,028     250,000
  18     59      6,000     177,234     241,492     241,492     284,960             180,242     180,242     250,000
  19     59      6,000     192,396     273,157     273,157     319,593             204,201     204,201     250,000
  20     60      6,000     208,316     308,135     308,135     357,436             231,207     231,207     268,201
  21     60      6,000     225,031     347,084     347,084     399,147             261,196     261,196     300,375
  22     61      6,000     242,583     390,209     390,209     440,937             294,312     294,312     332,572
  23     61      6,000     261,012     437,984     437,984     486,163             330,966     330,966     367,373
  24     62      6,000     280,363     490,944     490,944     535,129             371,569     371,569     405,010
  25     62      6,000     300,681     549,697     549,697     588,176             416,629     416,629     445,793
  26     63      6,000     322,015     614,936     614,936     645,683             466,759     466,759     490,097
  27     63      6,000     344,415     687,100     687,100     721,454             522,011     522,011     548,112
  28     64      6,000     367,936     766,900     766,900     805,245             582,879     582,879     612,023
  29     64      6,000     392,633     855,123     855,123     897,879             649,899     649,899     682,394
  30     65      6,000     418,565     952,629     952,629   1,000,260             723,651     723,651     759,834
</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    52
<PAGE> 55

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION B)                                               ANNUAL PREMIUM = $6,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>          <C>         <C>        <C>                  <C>         <C>        <C>
   1     50      6,000       6,300       2,179       3,901     253,901               1,276       2,997     252,997
   2     51      6,000      12,915       6,512       8,233     258,233               4,728       6,449     256,449
   3     51      6,000      19,861      10,691      12,412     262,412               8,008       9,729     259,729
   4     52      6,000      27,154      14,727      16,448     266,448              11,103      12,825     262,825
   5     52      6,000      34,811      18,624      20,346     270,346              13,995      15,716     265,716
   6     53      6,000      42,852      22,592      24,122     274,122              16,858      18,388     268,388
   7     53      6,000      51,295      26,627      27,774     277,774              19,677      20,825     270,825
   8     54      6,000      60,159      30,548      31,313     281,313              22,251      23,016     273,016
   9     54      6,000      69,467      34,342      34,724     284,724              24,566      24,948     274,948
  10     55      6,000      79,241      38,001      38,001     288,001              26,595      26,595     276,595
  11     55      6,000      89,503      41,836      41,836     291,836              28,676      28,676     278,676
  12     56      6,000     100,278      45,497      45,497     295,497              30,409      30,409     280,409
  13     56      6,000     111,592      49,004      49,004     299,004              31,754      31,754     281,754
  14     57      6,000     123,471      52,377      52,377     302,377              32,665      32,665     282,665
  15     57      6,000     135,945      55,631      55,631     305,631              33,092      33,092     283,092
  16     58      6,000     149,042      58,309      58,309     308,309              32,992      32,992     282,992
  17     58      6,000     162,794      60,722      60,722     310,722              32,332      32,332     282,332
  18     59      6,000     177,234      62,846      62,846     312,846              31,071      31,071     281,071
  19     59      6,000     192,396      64,658      64,658     314,658              29,172      29,172     279,172
  20     60      6,000     208,316      66,132      66,132     316,132              26,584      26,584     276,584
  21     60      6,000     225,031      67,310      67,310     317,310              23,251      23,251     273,251
  22     61      6,000     242,583      68,096      68,096     318,096              18,895      18,895     268,895
  23     61      6,000     261,012      68,467      68,467     318,467              13,684      13,684     263,684
  24     62      6,000     280,363      68,391      68,391     318,391               7,323       7,323     257,323
  25     62      6,000     300,681      67,827      67,827     317,827                <F*>        <F*>        <F*>
  26     63      6,000     322,015      66,735      66,735     316,735                <F*>        <F*>        <F*>
  27     63      6,000     344,415      65,062      65,062     315,062                <F*>        <F*>        <F*>
  28     64      6,000     367,936      62,750      62,750     312,750                <F*>        <F*>        <F*>
  29     64      6,000     392,633      59,740      59,740     309,740                <F*>        <F*>        <F*>
  30     65      6,000     418,565      55,974      55,974     305,974                <F*>        <F*>        <F*>

CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.

<FN>

<F*>  UNLESS ADDITIONAL PREMIIUM IS PAID, POLICY WILL LAPSE WITHOUT VALUE

</TABLE>


                                    53
<PAGE> 56

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION B)                                               ANNUAL PREMIUM = $6,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>         <C>                  <C>         <C>        <C>
   1     50      6,000       6,300       2,449       4,170     254,170               1,516       3,237     253,237
   2     51      6,000      12,915       7,324       9,045     259,045               5,426       7,147     257,147
   3     51      6,000      19,861      12,328      14,049     264,049               9,388      11,109     261,109
   4     52      6,000      27,154      17,475      19,196     269,196              13,390      15,111     265,111
   5     52      6,000      34,811      22,775      24,496     274,496              17,411      19,132     269,132
   6     53      6,000      42,852      28,442      29,972     279,972              21,624      23,154     273,154
   7     53      6,000      51,295      34,480      35,628     285,628              26,009      27,157     277,157
   8     54      6,000      60,159      40,715      41,480     291,480              30,362      31,127     281,127
   9     54      6,000      69,467      47,140      47,523     297,523              34,663      35,045     285,045
  10     55      6,000      79,241      53,756      53,756     303,756              38,879      38,879     288,879
  11     55      6,000      89,503      60,921      60,921     310,921              43,378      43,378     293,378
  12     56      6,000     100,278      68,297      68,297     318,297              47,759      47,759     297,759
  13     56      6,000     111,592      75,912      75,912     325,912              51,972      51,972     301,972
  14     57      6,000     123,471      83,796      83,796     333,796              55,954      55,954     305,954
  15     57      6,000     135,945      91,978      91,978     341,978              59,639      59,639     309,639
  16     58      6,000     149,042      99,996      99,996     349,996              62,961      62,961     312,961
  17     58      6,000     162,794     108,157     108,157     358,157              65,862      65,862     315,862
  18     59      6,000     177,234     116,441     116,441     366,441              68,273      68,273     318,273
  19     59      6,000     192,396     124,825     124,825     374,825              70,126      70,126     320,126
  20     60      6,000     208,316     133,283     133,283     383,283              71,332      71,332     321,332
  21     60      6,000     225,031     141,923     141,923     391,923              71,838      71,838     321,838
  22     61      6,000     242,583     150,595     150,595     400,595              71,275      71,275     321,275
  23     61      6,000     261,012     159,269     159,269     409,269              69,752      69,752     319,752
  24     62      6,000     280,363     167,910     167,910     417,910              66,908      66,908     316,908
  25     62      6,000     300,681     176,469     176,469     426,469              62,525      62,525     312,525
  26     63      6,000     322,015     184,894     184,894     434,894              56,425      56,425     306,425
  27     63      6,000     344,415     193,119     193,119     443,119              48,427      48,427     298,427
  28     64      6,000     367,936     201,066     201,066     451,066              38,356      38,356     288,356
  29     64      6,000     392,633     208,656     208,656     458,656              26,046      26,046     276,046
  30     65      6,000     418,565     215,801     215,801     465,801              11,281      11,281     261,281
</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    54
<PAGE> 57

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION B)                                               ANNUAL PREMIUM = $6,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>       <C>                   <C>         <C>         <C>
   1     50      6,000       6,300       2,719       4,440     254,440               1,757       3,478     253,478
   2     51      6,000      12,915       8,169       9,891     259,891               6,155       7,876     257,876
   3     51      6,000      19,861      14,100      15,821     265,821              10,888      12,609     262,609
   4     52      6,000      27,154      20,569      22,291     272,291              15,976      17,697     267,697
   5     52      6,000      34,811      27,639      29,361     279,361              21,433      23,154     273,154
   6     53      6,000      42,852      35,581      37,111     287,111              27,472      29,002     279,002
   7     53      6,000      51,295      44,463      45,610     295,610              34,113      35,260     285,260
   8     54      6,000      60,159      54,181      54,946     304,946              41,195      41,960     291,960
   9     54      6,000      69,467      64,812      65,194     315,194              48,748      49,130     299,130
  10     55      6,000      79,241      76,400      76,440     326,440              56,789      56,789     306,789
  11     55      6,000      89,503      89,573      89,573     339,573              65,789      65,789     315,789
  12     56      6,000     100,278     103,985     103,985     353,985              75,416      75,416     325,416
  13     56      6,000     111,592     119,834     119,834     369,834              85,691      85,691     335,691
  14     57      6,000     123,471     137,293     137,293     387,293              96,628      96,628     346,628
  15     57      6,000     135,945     156,550     156,550     406,550             108,241     108,241     358,241
  16     58      6,000     149,042     177,312     177,312     427,312             120,551     120,551     370,551
  17     58      6,000     162,794     200,065     200,065     450,065             133,590     133,590     383,590
  18     59      6,000     177,234     224,993     224,993     474,993             147,387     147,387     397,387
  19     59      6,000     192,396     252,303     252,303     502,303             161,978     161,978     411,978
  20     60      6,000     208,316     282,220     282,220     532,220             177,384     177,384     427,384
  21     60      6,000     225,031     315,278     315,278     565,278             193,776     193,776     443,776
  22     61      6,000     242,583     351,529     351,529     601,529             210,826     210,826     460,826
  23     61      6,000     261,012     391,292     391,292     641,292             228,772     228,772     478,772
  24     62      6,000     280,363     434,910     434,910     684,910             247,389     247,389     497,389
  25     62      6,000     300,681     482,756     482,756     732,756             266,594     266,594     516,594
  26     63      6,000     322,015     535,239     535,239     785,239             286,345     286,345     536,345
  27     63      6,000     344,415     592,806     592,806     842,806             306,603     306,603     556,603
  28     64      6,000     367,936     655,940     655,940     905,940             327,340     327,340     577,340
  29     64      6,000     392,633     725,180     725,180     975,180             348,544     348,544     598,544
  30     65      6,000     418,565     801,120     801,120   1,051,120             370,157     370,157     620,157
</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    55
<PAGE> 58

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION C)                                               ANNUAL PREMIUM = $6,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>          <C>         <C>        <C>                  <C>         <C>        <C>
   1     50      6,000       6,300       2,185       3,906     250,000               1,296       3,017     250,000
   2     51      6,000      12,915       6,532       8,254     250,000               4,787       6,508     250,000
   3     51      6,000      19,861      10,739      12,460     250,000               8,130       9,851     250,000
   4     52      6,000      27,154      14,817      16,538     250,000              11,315      13,036     250,000
   5     52      6,000      34,811      18,772      20,494     250,000              14,325      16,046     250,000
   6     53      6,000      42,852      22,815      24,345     250,000              17,340      18,870     250,000
   7     53      6,000      51,295      26,945      28,093     250,000              20,349      21,497     250,000
   8     54      6,000      60,159      30,981      31,746     250,000              23,154      23,919     250,000
   9     54      6,000      69,467      34,912      35,295     250,000              25,744      26,127     250,000
  10     55      6,000      79,241      38,736      38,736     250,000              28,098      28,098     250,000
  11     55      6,000      89,503      42,777      42,777     250,000              30,564      30,564     250,000
  12     56      6,000     100,278      46,685      46,685     250,000              32,752      32,752     250,000
  13     56      6,000     111,592      50,480      50,480     250,000              34,629      34,629     250,000
  14     57      6,000     123,471      54,180      54,180     250,000              36,155      36,155     250,000
  15     57      6,000     135,945      57,797      57,797     250,000              37,288      37,288     250,000
  16     58      6,000     149,042      60,991      60,991     250,000              37,988      37,988     250,000
  17     58      6,000     162,794      64,001      64,001     250,000              38,220      38,220     250,000
  18     59      6,000     177,234      66,814      66,814     250,000              37,941      37,941     250,000
  19     59      6,000     192,396      69,417      69,417     250,000              37,105      37,105     250,000
  20     60      6,000     208,316      71,794      71,794     250,000              35,647      35,647     250,000
  21     60      6,000     225,031      74,006      74,006     250,000              33,507      33,507     250,000
  22     61      6,000     242,583      75,964      75,964     250,000              30,392      30,392     250,000
  23     61      6,000     261,012      77,652      77,652     250,000              26,387      26,387     250,000
  24     62      6,000     280,363      79,051      79,051     250,000              21,157      21,157     250,000
  25     62      6,000     300,681      80,131      80,131     250,000              14,467      14,467     250,000
  26     63      6,000     322,015      80,862      80,862     250,000               6,084       6,084     250,000
  27     63      6,000     344,415      81,206      81,206     250,000                <F*>        <F*>        <F*>
  28     64      6,000     367,936      81,113      81,113     250,000                <F*>        <F*>        <F*>
  29     64      6,000     392,633      80,532      80,532     250,000                <F*>        <F*>        <F*>
  30     65      6,000     418,565      79,404      79,404     250,000                <F*>        <F*>        <F*>

CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.

<FN>

<F*>  UNLESS ADDITIONAL PREMIIUM IS PAID, POLICY WILL LAPSE WITHOUT VALUE

</TABLE>


                                    56
<PAGE> 59

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION C)                                               ANNUAL PREMIUM = $6,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>         <C>                 <C>         <C>         <C>
   1     50      6,000       6,300       2,455       4,176     250,000               1,537       3,258     250,000
   2     51      6,000      12,915       7,346       9,068     250,000               5,492       7,213     250,000
   3     51      6,000      19,861      12,383      14,104     250,000               9,529      11,250     250,000
   4     52      6,000      27,154      17,582      19,303     250,000              13,643      15,364     250,000
   5     52      6,000      34,811      22,958      24,679     250,000              17,822      19,543     250,000
   6     53      6,000      42,852      28,729      30,259     250,000              22,249      23,779     250,000
   7     53      6,000      51,295      34,906      36,053     250,000              26,917      28,064     250,000
   8     54      6,000      60,159      41,317      42,082     250,000              31,632      32,397     250,000
   9     54      6,000      69,467      47,966      48,348     250,000              36,390      36,772     250,000
  10     55      6,000      79,241      54,861      54,861     250,000              41,175      41,175     250,000
  11     55      6,000      89,503      62,391      62,391     250,000              46,387      46,387     250,000
  12     56      6,000     100,278      70,225      70,225     250,000              51,651      51,651     250,000
  13     56      6,000     111,592      78,400      78,400     250,000              56,951      56,951     250,000
  14     57      6,000     123,471      86,953      86,953     250,000              62,263      62,263     250,000
  15     57      6,000     135,945      95,922      95,922     250,000              67,567      67,567     250,000
  16     58      6,000     149,042     105,054     105,054     250,000              72,846      72,846     250,000
  17     58      6,000     162,794     114,575     114,575     250,000              78,093      78,093     250,000
  18     59      6,000     177,234     124,510     124,510     250,000              83,298      83,298     250,000
  19     59      6,000     192,396     134,892     134,892     250,000              88,454      88,454     250,000
  20     60      6,000     208,316     145,760     145,760     250,000              93,547      93,547     250,000
  21     60      6,000     225,031     157,311     157,311     250,000              98,643      98,643     250,000
  22     61      6,000     242,583     169,455     169,455     254,013             103,527     103,527     250,000
  23     61      6,000     261,012     182,062     182,062     267,359             108,316     108,316     250,000
  24     62      6,000     280,363     195,121     195,121     280,858             112,863     112,863     250,000
  25     62      6,000     300,681     208,640     208,640     294,621             117,108     117,108     250,000
  26     63      6,000     322,015     222,629     222,629     308,697             121,015     121,015     250,000
  27     63      6,000     344,415     237,093     237,093     323,086             124,545     124,545     250,000
  28     64      6,000     367,936     252,037     252,037     337,806             127,659     127,659     250,000
  29     64      6,000     392,633     267,469     267,469     352,871             130,317     130,317     250,000
  30     65      6,000     418,565     283,396     283,396     368,245             132,447     132,447     250,000
</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


                                    57
<PAGE> 60

<TABLE>
                                        GENERAL AMERICAN LIFE INSURANCE COMPANY
                                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
<CAPTION>

POLICY FACE AMOUNT: $250,000                                         MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION C)                                               ANNUAL PREMIUM = $6,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%)


                                           ASSUMING CURRENT CHARGES                  ASSUMING GUARANTEED CHARGES
                                           ------------------------                  ---------------------------


  END                       PREMIUM      CASH                                       CASH
  OF              ANNUAL     ACCUM     SURRENDER     CASH       DEATH             SURRENDER     CASH       DEATH
 YEAR    AGE     PAYMENT      @ 5%       VALUE       VALUE     BENEFIT              VALUE       VALUE     BENEFIT
- -------------------------------------------------------------------------------------------------------------------
  <S>    <C>     <C>       <C>         <C>         <C>         <C>                 <C>         <C>         <C>
   1     50      6,000       6,300       2,725       4,447     250,000               1,779       3,501     250,000
   2     51      6,000      12,915       8,194       9,916     250,000               6,228       7,949     250,000
   3     51      6,000      19,861      14,162      15,884     250,000              11,049      12,770     250,000
   4     52      6,000      27,154      20,696      22,417     250,000              16,277      17,998     250,000
   5     52      6,000      34,811      27,864      29,586     250,000              21,942      23,663     250,000
   6     53      6,000      42,852      35,948      37,478     250,000              28,277      29,807     250,000
   7     53      6,000      51,295      45,028      46,176     250,000              35,329      36,476     250,000
   8     54      6,000      60,159      55,014      55,779     250,000              42,968      43,733     250,000
   9     54      6,000      69,467      66,000      66,382     250,000              51,261      51,644     250,000
  10     55      6,000      79,241      78,097      78,097     250,000              60,278      60,278     250,000
  11     55      6,000      89,503      91,867      91,867     250,000              70,559      70,559     250,000
  12     56      6,000     100,278     107,115     107,115     250,000              81,856      81,856     250,000
  13     56      6,000     111,592     124,038     124,038     250,000              94,296      94,296     250,000
  14     57      6,000     123,471     142,841     142,841     258,628             108,027     108,027     250,000
  15     57      6,000     135,945     163,606     163,606     288,683             123,232     123,232     250,000
  16     58      6,000     149,042     186,254     186,254     320,469             140,138     140,138     250,000
  17     58      6,000     162,794     211,126     211,126     354,480             158,878     158,878     266,757
  18     59      6,000     177,234     238,427     238,427     390,877             179,210     179,210     293,797
  19     59      6,000     192,396     268,383     268,383     429,869             201,238     201,238     322,323
  20     60      6,000     208,316     301,239     301,239     471,679             225,087     225,087     352,441
  21     60      6,000     225,031     337,568     337,568     516,985             251,102     251,102     384,562
  22     61      6,000     242,583     377,425     377,425     565,760             279,136     279,136     418,424
  23     61      6,000     261,012     421,143     421,143     618,448             309,456     309,456     454,436
  24     62      6,000     280,363     469,085     469,085     675,200             342,098     342,098     492,416
  25     62      6,000     300,681     521,637     521,637     736,603             377,177     377,177     532,611
  26     63      6,000     322,015     579,219     579,219     803,145             414,844     414,844     575,223
  27     63      6,000     344,415     642,285     642,285     875,242             455,272     455,272     620,399
  28     64      6,000     367,936     711,318     711,318     953,380             498,657     498,657     668,350
  29     64      6,000     392,633     786,850     786,850   1,038,091             545,229     545,229     719,321
  30     65      6,000     418,565     869,465     869,465   1,129,783             595,221     595,221     773,430
</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE  RESULTS.  ACTUAL
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON
A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATION MADE BY THE POLICY
OWNER AND THE INVESTMENT RESULTS OF THE FUNDS SELECTED.  THE CASH VALUE, CASH
SURRENDER VALUE  AND DEATH BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED THE RATE SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR
INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE COMPANY,
WALNUT STREET SECURITIES, THE FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS
HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED
OVER ANY PERIOD OF TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE POLICY
ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE PAID BY THE
COMPANY.


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