MONY AMERICA VARIABLE ACCOUNT A, 485BPOS, 1995-04-27

MONY AMERICA VARIABLE ACCOUNT A
485BPOS, 1995-04-27

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<PAGE> 1

REGISTRATION NOS. 33-20696
811-5166

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM N-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /

AMENDMENT NO. / /

POST-EFFECTIVE AMENDMENT NO. 13 /X/

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /X/

AMENDMENT NO. 13

(Check appropriate box or boxes.)

MONY AMERICA VARIABLE ACCOUNT A
(Exact Name of the Registrant)

MONY LIFE INSURANCE COMPANY OF AMERICA
(Name of Depositor)

1740 BROADWAY
NEW YORK, NEW YORK 10019
(Address of Depositor's Principal Executive Offices)(Zip Code)

DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE (212) 708-2000

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

EDWARD P. BANK
VICE PRESIDENT AND DEPUTY GENERAL COUNSEL

THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK
1740 BROADWAY
NEW YORK, NEW YORK 10019
(Name and Address of Agent for Service)

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:

It is proposed that this filing will become effective on May 1, 1995 pursuant to
paragraph (b) of Rule 485.

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

The Registrant has registered an indefinite amount of securities pursuant
to Rule 24f-2 under the Investment Company Act of 1940. The Rule 24f-2 Notice
was filed on February 24, 1995.
<PAGE> 2

CROSS REFERENCE SHEET
------------------------

(required by Rule 495)

PART A

<TABLE>
<CAPTION>
ITEM NO. LOCATION
- -------- -----------------------------------------
<S> <C> <C>
1. Cover page............................... Cover Page
2. Definitions.............................. Definitions
3. Synopsis................................. Synopsis
4. Condensed Financial Information.......... Condensed Financial Information
5. General Description of Registrant,
Depositor, and Portfolio Companies....... MONY Life Insurance of America; MONY
America Variable Account A; The Fund
6. Deductions and Expenses.................. Charges and Deductions
7. General Description of Variable Annuity
Contracts................................ Payment and Allocation of Premiums; Other
Provisions
8. Annuity Period........................... Annuity Provisions
9. Death Benefit............................ Death Benefit; Annuity Provisions
10. Purchases and Contract Value............. Payment and Allocation of Premiums
11. Redemptions.............................. Surrenders
12. Taxes Federal............................ Tax Status
13. Legal Proceedings........................ Legal Proceedings
14. Table of Contents of Statement of
Additional Information................... Table of Contents of Statement of
Additional Information
PART B
15. Cover Page............................... Cover Page
16. Table of Contents........................ Table of Contents
17. General Information and History.......... MONY Life Insurance Company of America
18. Services................................. Not Applicable
19. Purchases of Securities Being Offered.... Not Applicable
20. Underwriters............................. Prospectus -- MONY Life Insurance Company
of America
21. Calculation of Performance Data.......... Performance Data
22. Annuity Payments......................... Not Applicable
23. Financial Statements..................... Financial Statements
</TABLE>

PART C

Information related to the following Items is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.

<TABLE>
<S> <C>
24. Financial Statements and Exhibits........
25. Directors and Officers of the
Depositor................................
26. Persons Controlled by or Under Common
Control with the Depositor or
Registrant...............................
27. Number of Contractowners.................
28. Indemnification..........................
29. Principal Underwriters...................
30. Location of Accounts and Records.........
31. Management Services......................
32. Undertakings.............................
</TABLE>
<PAGE> 3

PROSPECTUS
DATED MAY 1, 1995

INDIVIDUAL FLEXIBLE PAYMENT VARIABLE ANNUITY CONTRACTS

ISSUED BY

MONY AMERICA VARIABLE ACCOUNT A
MONY LIFE INSURANCE COMPANY OF AMERICA

The Individual Flexible Payment Variable Annuity Contracts (the
"Contracts") described in this Prospectus provide for accumulation of cash value
on a variable basis and payment of annuity benefits. The Contracts are designed
for use by individuals in retirement plans that may or may not qualify for
special federal income tax treatment. The types of pension plans that may
purchase the Contracts are retirement plans which receive favorable tax
treatment under Sections 401, 403, 408, or 457 of the Internal Revenue Code.
(See "Definitions -- Qualified Plans" at page 2.)

At the election of the Contractholder, purchase payments for the Contracts
will be allocated to either (i) a segregated investment account of MONY Life
Insurance Company of America (the "Company"), which account has been designated
MONY America Variable Account A (the "Variable Account"), or (ii) the Guaranteed
Interest Account, which is a part of the Company's General Account or to both as
the Contractholder may determine. The Variable Account invests in shares of
Quest for Value Accumulation Trust at their net asset value. (See "The Fund" at
page 10.) Upon the issuance of the Contract, purchase payments for the Contracts
will be allocated to the Money Market Subaccount of the Variable Account and
will be held there pending expiration of the Free Look Period. After expiration
of the Free Look Period, the Cash Value of the Contract will automatically be
transferred to one or more of the Subaccounts of the Variable Account in
accordance with the instructions of the Contractholder. (See "PAYMENT AND
ALLOCATION OF PREMIUMS" at page 12.) Contractholders bear the complete
investment risk for all amounts allocated to the Variable Account. This
Prospectus generally describes only the variable features of the Contract. (For
a summary of the Guaranteed Interest Account, see "Guaranteed Interest Account"
at page 9.) This Prospectus sets forth the basic information that a prospective
purchaser should know before investing. Please keep this Prospectus for future
reference.

A Statement of Additional Information dated May 1, 1995, incorporated
herein by reference, and containing additional information about the Contracts,
has been filed with the Securities and Exchange Commission. The Statement of
Additional Information is available from the Company without charge upon written
request to the address shown on the request form on page 33 of this Prospectus
or by telephoning 1-800-487-6669. The Table of Contents of the Statement of
Additional Information can be found on page 33 of this Prospectus.

This Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy the Contracts in any jurisdiction in which such may not be
lawfully made.

------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
COMMISSION, OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE. THIS PROSPECTUS IS VALID
ONLY WHEN ACCOMPANIED (OR PRECEDED) BY A CURRENT
PROSPECTUS FOR QUEST FOR VALUE ACCUMULATION TRUST.
------------------------

MONY LIFE INSURANCE COMPANY OF AMERICA
1740 BROADWAY
NEW YORK, NEW YORK 10019
1-800-487-6669
<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Definitions........................................................................... 1
Synopsis.............................................................................. 3
Condensed Financial Information....................................................... 9
The Company and the Variable Account.................................................. 10
MONY Life Insurance Company of America.............................................. 10
MONY America Variable Account A..................................................... 10
The Fund............................................................................ 10
Guaranteed Interest Account........................................................... 12
Payment and Allocation of Premiums.................................................... 12
Issuance of the Contract............................................................ 12
Free Look Privilege................................................................. 13
Allocation of Premiums and Cash Value............................................... 14
Termination of the Contract......................................................... 17
Surrenders............................................................................ 17
Death Benefit......................................................................... 18
Death Benefit Provided by the Contract.............................................. 18
Election and Effective Date of Election............................................. 18
Payment of Death Benefit............................................................ 19
Charges and Deductions................................................................ 19
Deductions from Payments............................................................ 19
Charges Against Cash Value.......................................................... 19
Mortality and Expense Risk Charge................................................... 21
Taxes............................................................................... 22
Investment Advisory Fee............................................................. 22
Annuity Provisions.................................................................... 22
Annuity Commencement Date........................................................... 22
Election and Change of Settlement Option............................................ 23
Settlement Options.................................................................. 23
Frequency of Annuity Payments....................................................... 24
Additional Provisions............................................................... 24
Other Provisions...................................................................... 24
Ownership........................................................................... 24
Provision Required by Section 72(s) of the Code..................................... 25
Provision Required by Section 401 (a)(9) of the Code................................ 25
Contingent Annuitant................................................................ 25
Assignment.......................................................................... 26
Change of Beneficiary............................................................... 26
Substitution of Securities.......................................................... 26
Modification of the Contracts....................................................... 27
Change in Operation of Variable Accounts............................................ 27
Voting Rights......................................................................... 27
Distribution of the Contracts......................................................... 28
Federal Tax Status.................................................................... 28
Introduction........................................................................ 28
Tax Treatment of the Company........................................................ 29
Taxation of Annuities in General.................................................... 29
Annuity Contracts Governed by Section 403(b) of the Code............................ 30
Retirement Plans.................................................................... 30
Performance Data...................................................................... 31
Additional Information................................................................ 32
Legal Proceedings..................................................................... 32
Financial Statements.................................................................. 32
Table of Contents of Statement of Additional Information.............................. 33
Calculation of Surrender Charge....................................................... A-1
</TABLE>

i
<PAGE> 5

DEFINITIONS

ANNUITANT -- The person upon whose continuation of life any annuity payment
depends.

ANNUITY COMMENCEMENT DATE -- The date on which annuity payments are to
commence.

BENEFICIARY -- The party entitled to receive benefits payable at the death
of the Annuitant or (if applicable) the Contingent Annuitant.

CASH VALUE -- The dollar value as of any Valuation Date of all amounts
accumulated under the Contract.

COMPANY -- MONY Life Insurance Company of America.

CONTINGENT ANNUITANT -- The party designated by the Contractholder to
become the Annuitant, subject to certain conditions, on the death of the
Annuitant.

CONTRACT -- The Flexible Payment Variable Annuity Contract offered by the
Company and described in this Prospectus.

CONTRACT ANNIVERSARY -- An anniversary of the Contract Date of the
Contract.

CONTRACTHOLDER -- The person so designated in the application. If a
Contract has been absolutely assigned, the assignee becomes the Contractholder.
A collateral assignee is not the Contractholder.

CONTRACT DATE -- The date shown as the Contract Date in the Contract.

CONTRACT YEAR -- Any period of twelve (12) months commencing with the
Contract Date and each Contract Anniversary thereafter.

FREE LOOK PERIOD -- A period which follows the application for the Contract
and its issuance to the Contractholder. The period runs to the date which is 10
days (or longer in certain states) after the Contractholder receives the
Contract. (The Free Look Period is referred to in the Contract as the "Right to
Return Contract" period.) During the Free Look Period, the Contractholder may
cancel the Contract and receive a refund.

FUND -- Quest for Value Accumulation Trust, a Massachusetts business trust,
formerly Quest Asset Building Trust, a Massachusetts business trust.

GUARANTEED FREE SURRENDER AMOUNT --

For Non-Qualified Contracts -- An amount, up to 10 percent of the
Contract's Cash Value on the date the first partial surrender request is
received during a Contract Year, that may be surrendered without the imposition
of a Surrender Charge. For the purposes of the Guaranteed Free Surrender Amount
only, Non-Qualified Contracts include Contracts issued for IRAs and SEP-IRAs.

For Qualified Contracts -- An amount, up to the greater of $10,000 (but not
more than the Contract's Cash Value) or 10 percent of the Contract's Cash Value
on the date the first partial surrender request is received during a Contract
Year, that may be surrendered without the imposition of a Surrender Charge. For
the purposes of the Guaranteed Free Surrender Amount only, Qualified Contracts
exclude Contracts issued for IRAs and SEP-IRAs.

GUARANTEED INTEREST ACCOUNT -- A part of the Company's general account, the
Guaranteed Interest Account pays interest at a rate declared by the Company,
which the Company guarantees will not be less than 4%. For Contracts issued on
or after May 1, 1994 (on or after such later date as approval required in
certain states is obtained), the rate declared by the Company is guaranteed to
be not less than 3.5%.

HOME OFFICE -- The Company's administrative office at 1740 Broadway, New
York, N.Y. 10019. "Home Office" also includes the Company's Operations Center at
1 MONY Plaza, Syracuse, N.Y. 13202.

NET PURCHASE PAYMENT -- An amount equal to a Purchase Payment, less any
deduction for premium or similar taxes.

1
<PAGE> 6

NON-QUALIFIED CONTRACTS -- Contracts issued under Non-Qualified Plans.

NON-QUALIFIED PLANS -- Retirement Plans that do not receive favorable tax
treatment under Sections 401, 403, 408, or 457 of the Internal Revenue Code.

OPERATIONS CENTER -- The administrative office of the Company located at 1
MONY Plaza, Syracuse, New York 13202.

PORTFOLIO -- A separate investment portfolio of the Fund.

PURCHASE PAYMENT (PAYMENT) -- An amount paid to the Company by the
Contractholder or on the Contractholder's behalf as consideration for the
benefits provided by the Contract.

QUALIFIED CONTRACTS -- Contracts issued under Qualified Plans.

QUALIFIED PLANS -- Retirement plans that receive favorable tax treatment
under Sections 401, 403, 408, or 457 of the Internal Revenue Code.

SUBACCOUNT -- A subdivision of the Variable Account. Each Subaccount
invests exclusively in the shares of a corresponding Portfolio of the Fund.

SUCCESSOR CONTRACTHOLDER -- The living person who, at the death of the
Contractholder, becomes the new Contractholder.

SURRENDER CHARGE -- A contingent deferred sales charge that may be applied
against amounts surrendered. (See "Charges Against Cash Value -- Surrender
Charge" at page 19.)

SURRENDER VALUE -- The Contract's Cash Value, less (1) any applicable
Surrender Charge and (2) any applicable Annual Contract Charge.

UNIT -- The measure by which the Contract's interest in each Subaccount is
determined.

VALUATION DATE -- Each day that the New York Stock Exchange is open for
trading or any other day on which there is sufficient trading in the securities
of a Portfolio of the Fund to affect materially the value of the Units of the
corresponding Subaccount.

VARIABLE ACCOUNT -- A separate investment account of the Company,
designated as MONY America Variable Account A, into which Net Purchase Payments
will be allocated.

2
<PAGE> 7

SYNOPSIS

THE CONTRACTS

The Individual Flexible Payment Variable Annuity Contracts (the
"Contracts") described in this Prospectus provide for the accumulation of values
on a variable basis or a guaranteed interest basis or a combination of both and
the payment of annuity benefits. The Contracts are designed for use in
connection with personal retirement plans, some of which (the "Qualified Plans")
may qualify for federal income tax advantages available under Sections 401, 403,
408, and 457 of the Internal Revenue Code (the "Code").

Effective January 1, 1989, the Contracts offered by this Prospectus have
been withdrawn from sale in all states in connection with Qualified Plans which
intend to qualify for federal income tax advantages available under Section
403(b) of the Code.

THE VARIABLE ACCOUNT

Net Purchase Payments for the Contracts will be allocated at the
Contractholder's option to Subaccounts, made available therefor in accordance
with the terms of the Contracts, of a segregated investment account of MONY Life
Insurance Company of America (the "Company"), which account has been designated
MONY America Variable Account A (the "Variable Account") or to the Guaranteed
Interest Account, which is a part of the Company's general account and consists
of all the Company's assets other than assets allocated to segregated investment
accounts of the Company, including the Variable Account. The Subaccounts of the
Variable Account invest in shares of the Quest for Value Accumulation Trust (the
"Fund") at their net asset value. (See "The Fund" at page 10.) Contractholders
bear the entire investment risk for all amounts allocated to the Variable
Account. Net Purchase Payments allocated to the Guaranteed Interest Account will
be credited with interest at rates guaranteed by the Company for specified
periods. (See "Guaranteed Interest Account" at page 11.)

PURCHASE PAYMENTS

For Non-Qualified Plans and individual retirement accounts and annuities
purchased by individuals under Section 408 of the Code (other than Simplified
Employee Pensions), the minimum initial Purchase Payment for the Contract is
$2,000, except that, on and after May 1, 1992, the minimum initial Purchase
Payment for individuals is $600 if Purchase Payments are made through automatic
checking account withdrawals. For H.R. 10 plans, certain corporate or
association retirement plans, Simplified Employee Pensions under Section 408 of
the Code, and annuity purchase plans sponsored by certain tax-exempt
organizations, governmental entities, or public school systems, the minimum
initial Purchase Payment is $600. Additional Purchase Payments of at least $100
may be made at any time. Different limits apply where certain automatic payment
plans are used. (See "Issuance of the Contract" at page 12.) The Company may
change any of these requirements in the future.

DEDUCTIONS FROM PURCHASE PAYMENTS

Deductions may be made from Purchase Payments for premium or similar taxes.
Currently, the Company makes no such deduction, but may do so with respect to
future payments. The amount of the deduction will vary from state to state, but
will generally range from 0 percent to 3.5 percent of Payments. Residents of the
Commonwealth of Pennsylvania should be aware that a tax on Purchase Payments has
been adopted; however, the Company currently is assuming responsibility for
payment of this tax. In the event that the Company will begin to make deductions
for such tax from Purchase Payments, it will give notice to each affected
Contractholder.

FREE LOOK PRIVILEGE

Within 10 days (or longer in certain states) of the day the Contract is
delivered to the Contractholder, it may be returned to the Company or to the
agent through whom it was purchased. When the Contract is received by the
Company, it will be voided as if it had never been in force. Except for
Contracts entered into in

3
<PAGE> 8

the Commonwealth of Pennsylvania, the amount to be refunded is equal to the
greater of: (i) all Purchase Payments; and (ii) Cash Value of the Contract (as
of the date the returned Contract is received at the Home Office or, if returned
by mail, upon being postmarked, properly addressed, and postage prepaid) plus
any deductions from Purchase Payments for taxes applicable to annuity
considerations that may have been deducted, mortality and expense risk charges
deducted in determining the Unit value of the Variable Account, and asset
charges deducted in determining the share value of the Fund. For Contracts
entered into in the Commonwealth of Pennsylvania, the amount to be refunded is
described in clause (ii) of the immediately preceding sentence.

SURRENDER CHARGE

A contingent deferred sales charge (called a "Surrender Charge") will be
imposed upon requests for surrenders or commencement of annuity benefits where
the amount requested exceeds the amount of Net Purchase Payments prior to the
Contract Year when the surrender or commencement of annuity benefits is
requested and during the seven preceding Contract Years.

The Surrender Charge, which otherwise would have been deducted, will not be
deducted to the extent necessary to permit the Contractholder to obtain, for
Qualified Contracts (other than Contracts issued for IRA and SEP-IRA) an amount
up to the greater of $10,000 (but not more than the Contract's Cash Value) or 10
percent of the Contract's Cash Value on the date the first partial surrender
request is received during a Contract Year; and for Non-Qualified Contracts (and
Contracts issued for IRA and SEP-IRA), an amount up to 10% of the Cash Value of
the Contract on the date the first partial surrender request is received during
a Contract Year. The Company reserves the right to limit the number of partial
surrenders under this provision to 12 during any Contract Year. In addition, the
Contract details certain other circumstances under which a surrender charge will
not be imposed. The Surrender Charge is intended to reimburse the Company for
expenses incurred that are related to sales of the Contract. In no event will
the aggregate Surrender Charge exceed 7 percent of the total Purchase Payments
made in the Contract Year of the surrender and during the 7 preceding Contract
Years. (See "Charges Against Cash Value -- Surrender Charge" at page 19.)

MORTALITY AND EXPENSE RISK CHARGE

A Mortality and Expense Risk Charge is deducted daily from the net assets
of the Variable Account for mortality and expense risks assumed by the Company.
This daily charge is equal to a charge on an annual basis of 1.25 percent of the
net assets of the Variable Account. (See "Mortality and Expense Risk Charge" at
page 21.)

TRANSFER CHARGE

Contract value may be transferred without charge as many as 4 times in any
Contract Year. For any additional transfer during a Contract Year, a transfer
charge is not currently imposed, but the Company has reserved the right to
impose a charge for each transfer in excess of 4, which will not exceed $25 per
transfer. If imposed, the transfer charge will be deducted from the Contract's
Cash Value. (See "Charges Against Cash Value -- Transfer Charge" at page 21.)

ANNUAL CONTRACT CHARGE

On each Contract Anniversary prior to the Annuity Commencement Date, on the
Annuity Commencement Date, and on full surrender of the Contract, the Company
deducts an Annual Contract Charge from the Cash Value, to reimburse the Company
for administrative expenses relating to the maintenance of the Contract. The
charge is currently $30, but the Company may in the future change the amount of
the charge. The charge will never, however, exceed $50. (See "Charges Against
Cash Value -- Annual Contract Charge" at page 21.)

4
<PAGE> 9

DEATH BENEFIT

In the event of death of the Annuitant (and the Contingent Annuitant, if
one has been named) prior to the Annuity Commencement Date, the Company will pay
a death benefit to the Beneficiary. If death of the Annuitant occurs after the
Annuity Commencement Date, no death benefit will be payable except as may be
payable under the settlement option selected. (See "DEATH BENEFIT" at page 18.)

TAX UPON SURRENDER

Amounts withdrawn may be subject to income tax. In addition, a penalty tax
may be payable pursuant to the Internal Revenue Code on withdrawal of amounts
accumulated under any annuity contract. (See "FEDERAL TAX STATUS" at page 28.)

THE SUBSTITUTION

After September 16, 1994, purchase payments made by ValueMaster
Contractholders allocated to the Subaccounts are used to purchase shares of
corresponding portfolios of the Quest for Value Accumulation Trust, a
Massachusetts business trust, which was established as the Quest Asset Builder
Trust ("Quest for Value Accumulation Trust"). The present name was adopted on
September 16, 1994. On September 16, 1994, the shares of the portfolio company
previously purchased with ValueMaster Contractholder purchase payments (which is
now named the Enterprise Accumulation Trust) were redeemed in kind and the
assets received were used to purchase shares of the Quest for Value Accumulation
Trust (the "Substitution"). (See "The Fund" at page 10 and "The Substitution" at
page 5 of the accompanying prospectus for the Quest for Value Accumulation
Trust.) Quest for Value Advisors, the investment advisor to the Quest for Value
Accumulation Trust, has agreed to continue to waive payment of that part or all
of its investment management fee which would cause the expenses of any portfolio
of the Quest for Value Accumulation Trust to exceed 1.00% of that portfolio's
assets.

5
<PAGE> 10

MONY LIFE INSURANCE COMPANY OF AMERICA

MONY AMERICA VARIABLE ACCOUNT A

TABLE OF FEES FOR THE YEAR ENDED DECEMBER 31, 1994

CONTRACTOWNER TRANSACTION EXPENSES:

<TABLE>
<S> <C>
Maximum Deferred Sales Load (Surrender Charge) (as a percentage of amount
surrendered.).................................................................. 7%*
ANNUAL CONTRACT CHARGE.............................................................. $30
TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES:
Mortality and Expense Risk Fees................................................... 1.25%**
</TABLE>

ANNUAL EXPENSES OF QUEST FOR VALUE ACCUMULATION TRUST:

QUEST FOR VALUE ACCUMULATION TRUST

ANNUAL EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1994
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
MONEY
EQUITY SMALL CAP BOND MANAGED MARKET
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Expenses...................................... .12% .14% .50% .06% .60%
Management Fees............................... .60% .60% .50% .60% .40%
--- --- --- --- ---
Total Quest for Value Accumulation Trust
Annual Expenses............................. .72% .74% 1.00% .66% 1.00%
=== === ==== === ====
</TABLE>

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

* The Surrender Charge percentage, which reduces to zero as shown in the table
below, is determined by the number of Contract Anniversaries since a
purchase payment was received.

SURRENDER CHARGE PERCENTAGE TABLE

<TABLE>
<CAPTION>
# OF CONTRACT SURRENDER
ANNIVERSARIES SINCE CHARGE
PURCHASE PAYMENT RECEIVED PERCENTAGE
- ------------------------- ----------
<S> <C>
0............................................................... 7%
1............................................................... 7
2............................................................... 6
3............................................................... 6
4............................................................... 5
5............................................................... 4
6............................................................... 3
7............................................................... 2
8 (or more)..................................................... 0
</TABLE>

The Surrender Charge may be reduced under certain circumstances which
include reduction in order to guarantee that certain amounts may be received
free of surrender charge. See "Charges against Cash Value -- Guaranteed Free
Surrender Amount" at page 20.

** The Mortality and Expense Risk charge is deducted at a daily rate equivalent
to an annual rate of 1.25 percent from the value of the net assets of the
Separate Account.

6
<PAGE> 11

The purpose of the table on page 6 is to assist the Contractholder in
understanding the various costs and expenses that the Contractholder will bear,
directly or indirectly. The table reflects the expenses of the separate account
as well as of Quest for Value Accumulation Trust. The expenses borne by the
Separate Account are explained under the caption "CHARGES AND DEDUCTIONS" at
page 19 of this Prospectus. The estimated expenses borne by Quest for Value
Accumulation Trust assume that the management fee waivers currently in effect
will continue throughout the period shown and are explained under the caption
"Management of Fund" at page 17 of the accompanying prospectus for Quest for
Value Accumulation Trust. The table does not reflect income taxes or penalty
taxes which may become payable under the Internal Revenue Code or premium or
other taxes which may become payable under state or local laws.

EXAMPLE

If you surrender your Contract at the end of the time periods shown below,
you would pay the following expenses (estimated as described in the footnotes to
the Table of Fees) on a $1,000 investment, assuming a 5% annual return on
assets:

<TABLE>
<CAPTION>
AFTER AFTER
SUBACCOUNT 1 YEAR 3 YEARS
- -------------------------------------------------------------------------- ------ -------
<S> <C> <C>
Equity.................................................................... $ 83 $ 117
Small Cap................................................................. $ 83 $ 117
Managed................................................................... $ 83 $ 115
Bond...................................................................... $ 86 $ 125
Money Market.............................................................. $ 86 $ 125
</TABLE>

If you annuitize at the end of the time periods shown below, you would pay
the following expenses on (estimated as described in the footnotes to the Table
of Fees) a $1,000 investment, assuming 5% annual return on assets:

If you do not surrender your Contract at the end of the time periods shown
below, you would pay the following expenses (estimated as described in the
footnotes to the Table of Fees) on a $1,000 investment, assuming 5% annual
return on assets:

<TABLE>
<CAPTION>
AFTER AFTER
SUBACCOUNT 1 YEAR 3 YEARS
- -------------------------------------------------------------------------- ------ -------
<S> <C> <C>
Equity.................................................................... $ 21 $ 63
Small Cap................................................................. $ 21 $ 64
Managed................................................................... $ 20 $ 62
Bond...................................................................... $ 23 $ 72
Money Market.............................................................. $ 23 $ 72
</TABLE>

7
<PAGE> 12

The examples above should not be considered a representation of past or
future expenses, and actual expenses may be greater or lesser than those shown.
All Variable Account expenses as well as portfolio company (Quest for Value
Accumulation Trust) expenses, net of fee waivers, are reflected in the examples.
Not reflected in the examples which assume surrender at the end of each time
period are income taxes and penalty taxes which may become payable under the
Internal Revenue Code or premium or other taxes which may be imposed under state
or local laws. The examples shown above reflect the operations of MONY America
Variable Account A prior to the Substitution. (See "The Substitution" at page 5
and "The Fund" at page 10 of the accompanying prospectus for the Quest for Value
Accumulation Trust.)

8
<PAGE> 13

CONDENSED FINANCIAL INFORMATION

MONY LIFE INSURANCE COMPANY OF AMERICA

MONY AMERICA VARIABLE ACCOUNT A

ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>
UNIT VALUE
--------------------------- UNITS OUTSTANDING
SUBACCOUNT INCEPTION DEC. 31, 1994 DEC. 31, 1994
- ----------------------------------------------------- --------- ------------- -----------------
<S> <C> <C> <C>
Equity............................................... $ 20.15 $ 19.59 129,693
Small Cap............................................ 21.73 21.51 197,050
Managed.............................................. 14.21 14.11 198,239
Bond................................................. 25.45 24.23 1,449,807
Money Market......................................... 12.47 12.58 234,062
</TABLE>

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

Variable Account A commenced operations on November 25, 1987. The
Subaccounts shown above became available for allocation on September 16, 1994.

9
<PAGE> 14

THE COMPANY AND THE VARIABLE ACCOUNT

MONY LIFE INSURANCE COMPANY OF AMERICA

MONY Life Insurance Company of America (the "Company") is a stock life
insurance company organized in the state of Arizona. The Company is currently
licensed to sell life insurance and annuities in 49 states (not including New
York), the District of Columbia, the U. S. Virgin Islands, and Puerto Rico. The
Company is the corporate successor of VICO Credit Life Insurance Company,
incorporated in Arizona on March 6, 1969. The Company's financial statements may
be found in the Statement of Additional Information.

The Company is a wholly owned subsidiary of The Mutual Life Insurance
Company of New York ("MONY"), a mutual life insurance company organized under
the laws of the state of New York in 1842. The principal offices of both MONY
and the Company are at 1740 Broadway, New York, New York 10019. MONY Securities
Corp., a wholly-owned subsidiary of MONY, is the principal underwriter for the
Contracts described in this Prospectus. The Company may purchase certain
administrative services from MONY under a services agreement, to enable the
Company to administer the Contracts.

MONY AMERICA VARIABLE ACCOUNT A

The Company established MONY America Variable Account A (the "Variable
Account") on March 27, 1987, under Arizona law as a separate investment account.
The Variable Account holds assets that are segregated from all of the Company's
other assets and at present is used only to support individual flexible payment
variable annuity contracts.

The Company is the legal holder of the assets in the Variable Account and
will at all times maintain assets in the Variable Account with a total market
value at least equal to the contract liabilities for the Variable Account. The
obligations under the Contracts are obligations of the Company. Income, gains,
and losses, whether or not realized, from assets allocated to the Variable
Account, are, in accordance with the Contracts, credited to or charged against
the Variable Account without regard to other income, gains, or losses of the
Company. The assets in the Variable Account may not be charged with liabilities
which arise from any other business the Company conducts. The Variable Account's
assets may include accumulations of the charges the Company makes against
Contracts participating in the Variable Account. From time to time, any such
additional assets may be transferred in cash to the Company's General Account.

The Variable Account is registered with the Securities and Exchange
Commission ("SEC") under the Investment Company Act of 1940 ("1940 Act") as a
unit investment trust, which is a type of investment company. This does not
involve any supervision by the SEC of the management or investment policies or
practices of the Variable Account. For state law purposes, the Variable Account
is treated as a part or division of the Company. There are currently 11
Subaccounts within the Variable Account, however, not all Subaccounts are
available to the Contractholder.

THE FUND

The Quest for Value Accumulation Trust was established as the Quest Asset
Builder Trust, and the present name was adopted on September 16, 1994. The Quest
for Value Accumulation Trust was established for the purpose of offering its
shares to MONY America for allocation to Subaccounts of MONY America Variable
Account A in accordance with instructions received from ValueMaster
Contractholders concerning the allocation of their purchase payments and to the
separate accounts of other insurance companies for allocation in accordance with
the instructions of their variable annuity and variable life insurance
contractholders. (See "The Substitution" at page 5 of the accompanying
prospectus for The Quest for Value Accumulation Trust.)

At the close of business on September 16, 1994, the shares of the portfolio
company previously purchased with ValueMaster Contractholder purchase payments
(which is now named Enterprise Accumulation Trust) were redeemed through an
in-kind redemption, and the securities and cash received was used to purchase
shares of the Quest for Value Accumulation Trust. The Enterprise Accumulation
Trust was established on

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March 1, 1988 as the Quest for Value Accumulation Trust, and its name was
changed to Enterprise Accumulation Trust on September 16, 1994. Under its former
name, its shares were offered to MONY America for purchase with ValueMaster
Contractholder purchase payments allocated to MONY America Variable Account A
until the close of business on September 16, 1994.

After September 16, 1994, each Subaccount of the Variable Account will
invest only in the shares of a corresponding Portfolio of the Quest for Value
Accumulation Trust (the "Fund"). The Fund is registered with the SEC under the
1940 Act as an open-end diversified management investment company. This
registration does not involve supervision by the SEC of the management or
investment practices or policies of the Fund. Shares of the Fund are also sold
to MONY Variable Account A, a separate account of MONY that was established to
fund contracts similar to the Contracts described in this Prospectus. Shares of
the Fund may in the future be sold to other separate accounts, and the Fund may
in the future create new Portfolios. In addition, the Company may make available
additional Subaccounts with differing or similar investment objectives. The Fund
may withdraw from sale any or all of the respective Portfolios in accordance
with applicable law.

The Board of Trustees of the Fund has undertaken to monitor the Fund for
the existence of any material irreconcilable conflict between the interests of
variable annuity contractholders and variable life insurance contractholders and
shall report any such conflict to the boards of the Company and MONY. The Board
of Directors of the Company and the Board of Trustees of MONY have agreed to be
responsible for reporting any potential or existing conflicts to the Trustees of
the Fund and, at its own cost, to remedy such conflict up to and including
establishing a new registered management investment company and segregating the
assets underlying the variable annuity contracts and the variable life insurance
contracts.

The Variable Account will purchase and redeem shares from the Fund at net
asset value. Shares will be redeemed to the extent necessary for the Company to
collect charges under the Contracts, to pay Surrender Value upon full surrenders
of the Contracts, to fund partial surrenders, to provide benefits under the
Contracts, and to transfer assets from one Subaccount to another or between one
or more Subaccounts of the Variable Account and the Guaranteed Interest Account
as requested by Contractholders. Any dividend or capital gain distribution
received from a Portfolio of the Fund will be reinvested immediately at net
asset value in shares of that Portfolio and retained as assets of the
corresponding Subaccount.

The Quest for Value Accumulation Trust receives investment advice with
respect to each of its Portfolios from Quest for Value Advisors. Quest for Value
Advisors is a subsidiary of Oppenheimer Capital, which is a subsidiary of
Oppenheimer Financial Corp.

The investment objectives of the Portfolios currently available to
Contractholders through corresponding Subaccounts of the Variable Account are
set forth in the accompanying prospectus for the Fund and are described briefly
below. There is no assurance that these objectives will be met.

The investment objectives of each Portfolio are fundamental and may not be
changed without the approval of the holders of a majority of the outstanding
shares of the Portfolio affected (which, for the Fund, means the lesser of (1)
67 percent of the Portfolio shares represented at a meeting at which more than
50 percent of the outstanding Portfolio shares are represented or (2) more than
50 percent of the outstanding Portfolio shares).

Each Contractholder should periodically consider the allocation among the
Subaccounts and the Guaranteed Interest Account in light of current market
conditions and the investment risks attendant to investing in each of the Fund's
various Portfolios. A full description of the Fund, its investment objectives,
policies and restrictions, its expenses, the risks attendant to investing in the
Fund's Portfolios, and other aspects of its operation is contained in the
accompanying prospectus for the Fund, which should be read together with this
Prospectus.

The investment objectives of each of the Portfolios of the Fund are as
follows:

Equity Portfolio: Long term capital appreciation through investment in a
diversified portfolio of primarily equity securities selected on the basis of a
value-oriented approach to investing.

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Small Cap Portfolio: Capital appreciation through investment in a
diversified portfolio of primarily equity securities of companies with market
capitalizations of under $1 billion.

Managed Portfolio: Growth of capital over time through investment in a
portfolio consisting of common stocks, bonds, and cash equivalents, the
percentages of which will vary over time based on the investment manager's
assessments of relative investment values.

Bond Portfolio: High returns and protection of capital through investment
in a diversified portfolio of bonds and other fixed-income obligations.

Money Market Portfolio: Maximum current income consistent with stability
of principal by investing in a portfolio of high quality money market
instruments.

GUARANTEED INTEREST ACCOUNT

The Guaranteed Interest Account is a part of the Company's General Account
and consists of all the Company's assets other than assets allocated to
segregated investment accounts of the Company, including the Variable Account.

Crediting of Interest. Net Purchase Payments allocated by a Contractholder
to the Guaranteed Interest Account will be credited with interest at the rate
declared by the Company which the Company guarantees will not be less than 4%
(0.010746%, compounded daily). For Contracts issued on or after May 1, 1994 (or
on or after such later date as approval required in certain states is obtained),
the rate declared by the Company will not be less than 3.5% (0.009426%
compounded daily). Each interest rate declared by the Company will be applicable
for all Net Purchase Payments received or transfers from the Variable Account
completed within the period during which it is effective. Initial Net Purchase
Payments allocated to the Guaranteed Interest Account will be credited with
interest at the rate in effect for the date on which the Contract is issued (and
the funds transferred into the Money Market Subaccount) from and after the date
on which the Free Look Privilege expires on all funds transferred from the Money
Market Subaccount to the Guaranteed Interest Account. Amounts withdrawn from the
Guaranteed Interest Account as a result of a transfer, partial surrender, or any
charge imposed in accordance with the Contract, will be deemed to be withdrawals
of amounts (and any interest credited thereon) most recently credited to the
Guaranteed Interest Account.

Prior to the expiration of the period for which a particular interest rate
was guaranteed, the Company will declare a renewal interest rate to be effective
for such succeeding period as the Company shall determine.

Descriptions of the Guaranteed Interest Account are included in this
Prospectus for the convenience of the purchaser. The Guaranteed Interest Account
and the general account of the Company are not registered under the Securities
Act of 1933 or the Investment Company Act of 1940. Accordingly, neither the
general account of the Company nor the Guaranteed Interest Account are generally
subject to the provisions of these Acts; however, disclosures regarding the
Guaranteed Interest Account and the general account of the Company may be
subject to certain generally applicable provisions of the federal securities
laws relating to the accuracy and completeness of statements made in
prospectuses. The staff of the Securities and Exchange Commission has not
reviewed the disclosures in this Prospectus which relate to the Guaranteed
Interest Account and the general account of the Company.

PAYMENT AND ALLOCATION OF PREMIUMS

ISSUANCE OF THE CONTRACT

Individuals wishing to purchase a Contract must complete an application and
personally deliver it to a licensed agent of the Company who is also a
registered representative of MONY Securities Corp. ("MSC"), a wholly-owned
subsidiary of the Company, which is the principal underwriter for the Contracts,
or a registered broker-dealer which has been authorized by MSC to sell the
Contract. Except where certain automatic payment plans (i.e., government
allotment, payroll deduction, or automatic checking account withdrawal plans)
are used, the minimum initial Purchase Payment for the Contract is currently
$2,000 for Non-Qualified Plans, $2,000 for individual retirement accounts and
annuities purchased by individuals under

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Section 408 of the Code (other than Simplified Employee Pensions), and $600 for
H.R. 10 plans (self-employed individuals' retirement plans under Section 401 or
403(c) of the Code), Simplified Employee Pensions under Section 408 of the Code,
and annuity purchase plans sponsored by certain tax-exempt organizations,
governmental entities, or public school systems under Section 403(b) of the Code
("Tax Sheltered Annuities") and deferred compensation plans under Section 457 of
the Code. These minimum initial Payments must be paid with the application for
the Contract. Additional Payments may be made at any time in the minimum amount
of $100. For certain automatic payment plans, however, the minimum additional
payment is $50.

Different rules apply for government allotment, payroll deduction, and
automatic checking account withdrawal plans. For payroll deduction and automatic
checking account withdrawal plans, Purchase Payments must be made at an
annualized rate of $600 (i.e., $600 per year, $300 semiannually, $150 for each
quarter year, or $50 per month). For government allotment plans, the minimum
Purchase Payment is $50 per month.

The Company reserves the right to revise its rules from time to time to
specify different minimum Purchase Payments.

In addition, the prior approval of the Company is required before it will
accept a Purchase Payment where, with that Payment, cumulative Purchase Payments
made under any one or more Contracts held by the Contractholder, less the amount
of any prior partial surrenders and their Surrender Charges, exceed $1,500,000.
The prior approval of the Company is also required before it will accept that
part of a payment (or transfer) which would cause amounts credited to the
Guaranteed Interest Account to exceed $250,000 on the date of payment (or
transfer).

The Company reserves the right to reject an application for any reason
permitted by law.

Net Purchase Payments received before the Contract Date will be held in the
Company's General Account and will be credited with interest at not less than
3.5 percent per annum if the Contract is issued by the Company and accepted by
the Contractholder. No interest will be paid if the Contract is not issued or if
it is declined by the Contractholder. If the application is approved and the
Contract is subsequently issued and accepted by the Contractholder, then on the
Contract Date, amounts allocable to the Contract held in the Company's General
Account will be transferred to the Money Market Subaccount of the Variable
Account. These amounts will be held in that Subaccount pending expiration of the
Free Look Period. (See "Free Look Privilege" below.) For purposes of crediting
interest on amounts held in the General Account, Purchase Payments will be
treated as received on the day of actual receipt at the Company's Operations
Center. If an application is not complete when received by the Company at its
Operations Center, and if it is not made complete within 5 days, the prospective
purchaser will be informed of the reasons for the delay and the initial Purchase
Payment will be returned in full (and the application will be declined), unless
the prospective purchaser consents to the Company's retaining the Purchase
Payment until the application is made complete.

FREE LOOK PRIVILEGE

Within 10 days, or longer in certain states, of the day the Contract is
delivered to the Contractholder (the "Free Look Period"), it may be returned to
the Company or to the agent through whom it was purchased. When the Contract is
received by the Company, it will be voided as if it had never been in force.
Except for Contracts entered into in the Commonwealth of Pennsylvania, the
amount to be refunded is equal to the greater of: (i) all Purchase Payments; and
(ii) Cash Value of the Contract (as of the date the returned Contract is
received at the Home Office or, if returned by mail, upon being postmarked,
properly addressed, and postage prepaid) plus any deductions from Purchase
Payments for taxes applicable to annuity considerations that may have been
deducted, mortality and expense risk charges deducted in determining the Unit
value of the Variable Account, and asset charges deducted in determining the
share value of the Funds. For

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Contracts entered into in the Commonwealth of Pennsylvania, the amount to be
refunded is described in clause (ii) of the immediately preceding sentence.

ALLOCATION OF PREMIUMS AND CASH VALUE

Allocation of Premiums. The Contractholder may allocate on the application
Net Purchase Payments to the Subaccount(s) of the Variable Account or to the
Guaranteed Interest Account. Any Net Purchase Payments received before the end
of the Free Look Period (and any interest thereon) will initially be allocated
to the Money Market Subaccount of the Variable Account on the later of (i) the
Contract Date and (ii) the date the Payment is received at the Company's
Operations Center. Net Purchase Payments will continue to be allocated to that
Subaccount until the Free Look Period expires and, if the allocation on the
application is incomplete or incorrect, a complete and correct allocation
notification is received by the Company. (See "Free Look Privilege" above.)
After the Free Look Period has expired and, if applicable, the correct and
complete allocation notification has been received, the Contract's Cash Value
held in the Money Market Subaccount will automatically be transferred to the
Subaccount(s) of the Variable Account or to the Guaranteed Interest Account in
accordance with the Contractholder's percentage allocation.

After the Free Look Period, Net Purchase Payments under a nonautomatic
payment plan will be allocated in accordance with the Contractholder's most
recent instructions on record with the Company, unless the Contractholder at the
time a Purchase Payment is made specifies the amount (not less than $10.00 per
Subaccount) or the percentage (not less than 10 percent of the Payment) of the
Net Purchase Payment to be allocated among the Subaccount(s). If the specific
allocation is incorrect or incomplete, then that Net Purchase Payment will be
made in accordance with the most recent correct payment allocation on record.
For automatic payment plans, Net Purchase Payments will be allocated in
accordance with the Contractholder's most recent instructions on record.

The Contractholder may change the allocation formula specified in the
initial allocation notification, or as changed in any subsequent notification,
for future Net Purchase Payments at any time without charge by sending written
notification to the Company at the Operations Center. Prior allocation
instructions may also be changed by telephone, subject to the rules of the
Company and its right to terminate telephone allocation. Any such change,
whether made in writing or by telephone, will be effective not later than 7 days
after notification is received. The Company has adopted rules relating to
changes of allocations by telephone, which, among other things, outlines
procedures to be followed which are designed, and which the Company believes are
reasonable, to prevent unauthorized instructions. If these procedures are
followed, the Company shall not be liable for, and the Contractholder will
therefore bear the entire risk of, any loss as a result of the Company's
following telephone instructions in the event that such instructions prove to be
fraudulent. A copy of the rules and the Company's form for electing telephone
allocation privileges is available from licensed agents of the Company who are
also registered representatives of MSC or a broker-dealer authorized by MSC to
offer the Contracts, or by calling 1-800-487-6669. The Company's form must be
signed and received at the Company's Syracuse Operations Center before telephone
allocation instructions will be accepted.

The minimum percentage of each Net Purchase Payment that may be allocated
to any Subaccount of the Variable Account or to the Guaranteed Interest Account
is 10 percent; all percentages must be expressed in Whole Numbers and must total
100 percent. The minimum amount of each Net Purchase Payment that may be
allocated to any Subaccount or to the Guaranteed Interest Account is $10.00.

Upon receipt of a Purchase Payment, the Net Purchase Payments allocated to
Subaccounts of the Variable Account will be credited to the designated
Subaccount(s) in the form of Units. The number of Units to be credited to a
Subaccount is determined by dividing the dollar amount allocated to the
particular Subaccount by the Unit value for the particular Subaccount for the
Valuation Date on which the Purchase Payment is received.

The Unit value for each Subaccount was established at $10 for the first
Valuation Date. The Unit value for a Subaccount for any subsequent Valuation
Date is determined by subtracting (b) from (a) and dividing the result by (c),
where

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(a) is the per share net asset value on the Valuation Date of the Fund
Portfolio in which the Subaccount invests times the number of such shares
held in the Subaccount before the purchase or redemption of any shares on
that Date.

(b) is the mortality and expense risk charge accrued as of that
Valuation Date. The daily mortality and expense risk charge is a percentage
of the Subaccount's net asset value on the previous Valuation Date. (If the
previous day was not a Valuation Date, then the daily mortality and expense
risk charge is the applicable percentage times the number of days since the
last Valuation Date times the Subaccount's net asset value on the last
Valuation Date.)

(c) is the total number of Units held in the Subaccount on the
Valuation Date before the purchase or redemption of any Units on that Date.

The Unit value for these Subaccounts may increase, decrease, or remain
constant from Valuation Date to Valuation Date, depending upon the investment
performance of the Portfolio of the Fund in which the Subaccount is invested and
any expenses and charges deducted from the Variable Account. The Contractholder
bears the entire investment risk. Contractholders should periodically review
their allocations of payments and values in light of market conditions and
overall financial planning requirements.

Net Purchase Payments to be allocated to the Guaranteed Interest Account
will be credited to that account on the date of receipt at the Operations
Center, if that date is a Valuation Date, and, if not, on the next Valuation
Date. Interest will be credited daily. In the event that allocation of a Net
Purchase Payment would cause the amounts credited to the Guaranteed Interest
Account to exceed the $250,000 limit imposed by the Company, that part of a Net
Purchase Payment allocated to the Guaranteed Interest Account which equals the
difference between $250,000 and the amount credited to the Guaranteed Interest
Account on the date the allocation is to be made will be accepted (and credited
to the Guaranteed Interest Account) but the remainder of such allocation will be
returned to the Contractholder.

Cash Value. The Contract's Cash Value will reflect the investment
performance of the selected Subaccount(s) of the Variable Account, amounts
credited to the Guaranteed Interest Account, any Net Purchase Payments, any
partial surrenders, and all charges imposed in connection with the Contract.
There is no guaranteed minimum Cash Value, except to the extent Net Purchase
Payments have been allocated to the Guaranteed Interest Account, and because a
Contract's Cash Value at any future date will be dependent on a number of
variables, it cannot be predetermined.

Determination of Cash Value. The Cash Value of the Contract is determined
on each Valuation Date. The Cash Value will be calculated first on the Contract
Date and thereafter on each Valuation Date. On the Contract Date, the Contract's
Cash Value will be the Net Purchase Payments received plus any interest credited
on those Payments. During the period when Net Purchase Payments are held in the
General Account, interest will be credited to the Contract. (See "Issuance of
the Contract" at page 12.) After allocation of the amounts in the General
Account to the Variable Account or to the Guaranteed Interest Account, on each
Valuation Date, the Contract's Cash Value will be:

(1) the aggregate of the Cash Values attributable to the Contract in
each of the Subaccounts on the Valuation Date, determined for each
Subaccount by multiplying the Subaccount's Unit value on that date by the
number of Subaccount Units allocated to the Contract; plus

(2) any amount credited to the Guaranteed Interest Account (which
shall be the aggregate of all Net Purchase Payments, plus interest
credited, if any, plus or minus amounts transferred, if any, less partial
surrenders, if any, less any charges and deductions imposed in accordance
with the Contract terms detailed in the Prospectus), plus

(3) any Net Purchase Payment received on that Valuation Date; less

(4) any partial surrender amount and its Surrender Charge made on that
Valuation Date; less

(5) any Annual Contract Charge deductible on that Valuation Date.

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In computing the Contract's Cash Value, the number of Subaccount Units
allocated to the Contract is determined after any transfers among Subaccounts
(and deduction of transfer charges) or between one or more of the Subaccounts
and the Guaranteed Interest Account, but before any other Contract transactions,
such as receipt of Net Purchase Payments and partial surrenders, on the
Valuation Date. If the Contract's Cash Value is to be calculated for a day that
is not a Valuation Date, the next following Valuation Date will be used.

Transfers. After the Free Look Period has expired, the value attributable
to the Contract may be transferred among the Subaccounts of the Variable
Account. There is no minimum amount that need be transferred. The Company will
effectuate transfers and determine all values in connection with transfers among
the Subaccounts on the date on which the transfer request is received at the
Operations Center, if that date is a Valuation Date and, if not, on the next
Valuation Date. Different provisions apply to transfers involving the Guaranteed
Interest Account. (See "Allocation of Premiums and Cash Value -- Transfers
Involving the Guaranteed Interest Account" below.) Transfers may be made by
sending a written request to the Operations Center or by telephone, subject to
the rules of the Company and its right to terminate telephone transfers. If a
written transfer request is incomplete or incorrect, no transfer will be made
and the request will be returned to the Contractholder. Telephone transfer
instructions will only be accepted if complete and correct. The Company has
adopted Guidelines relating to telephone transfers which, among other things,
outlines procedures to be followed which are designed, and which the Company
believes are reasonable, to prevent unauthorized transfers. If these procedures
are followed, the Company shall not be liable for, and the Contractholder will
therefore bear the entire risk of, any loss as a result of the Company's
following telephone instructions in the event that such instructions prove to be
fraudulent. A copy of the Guidelines and the Company's form for electing
telephone transfer privileges is available from licensed agents of the Company
who are also registered representatives of MSC or a broker-dealer authorized by
MSC to offer the Contracts, or by calling 1-800-487-6669. The Company's form
must be signed and received at the Company's Syracuse Operations Center before
telephone transfers will be accepted.

A transfer charge will not be imposed on the first 4 transfers made during
any Contract Year. (See "Charges Against Cash Value -- Transfer Charge" at page
21.) For any additional transfers during a Contract Year, a transfer charge is
not currently imposed, but the Company has reserved the right to impose a charge
for each transfer in excess of 4, which will not exceed $25 per transfer. If
imposed, the transfer charge will be deducted from the Subaccount(s) or the
Guaranteed Interest Account from which the amounts are transferred. This charge
is in addition to the amount transferred. If, however, there is insufficient
Cash Value in a Subaccount or in the Guaranteed Interest Account to provide for
its proportionate share of the charge, then the entire charge will be allocated
in the same manner as the Annual Contract Charge. (See "Charges Against Cash
Value -- Annual Contract Charge" at page 21.) All transfers included in a single
request are treated as one transfer transaction. A transfer resulting from the
first reallocation of Cash Value at the expiration of the Free Look Period will
not be subject to a transfer charge, nor will it be counted against the 4
transfers allowed in each Contract Year without charge. Under present law,
transfers are not taxable transactions.

Transfers Involving the Guaranteed Interest Account. Transfers to or from
the Guaranteed Interest Account are subject to the following limitations. The
prior approval of the Company is required before it will accept that part of a
transfer which would cause amounts credited to the Guaranteed Interest Account
to exceed $250,000. The portion of any transfer which cannot be made because of
such limitation will be allocated back to the Subaccounts designated in that
transfer as the Subaccounts from which amounts were to be transferred in the
proportion that the amount requested by the Contractholder to be transferred
from each Subaccount bears to the total amount transferred. Transfers from
amounts credited to the Guaranteed Interest Account to one or more Subaccounts
may be made once during each Contract Year, and the amount which may be
transferred is limited to the greater of (i) 25% of the amounts credited to the
Guaranteed Interest Account of the Contractholder on the date the transfer would
take effect or (ii) $5,000. Transfer of amounts from the Guaranteed Interest
Account to one or more Subaccounts will be effective only on an anniversary of
the Contract Date or on a Valuation Date not more than 30 days thereafter.
Requests received not more than 10 days before the anniversary of the Contract
Date will be executed on the anniversary of the Contract Date.

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Requests received within 30 days after the anniversary of the Contract date will
be executed on the Valuation Date which coincides with or next follows the date
the request is received. Requests received more than 10 days before or 30 days
after the anniversary of the Contract Date will be returned to the
Contractholder.

TERMINATION OF THE CONTRACT

The Contract will remain in force until the earlier of (1) the date the
Contract is surrendered in full, (2) the Annuity Commencement Date, (3) the
Contract Anniversary on which, after deduction for any Annual Contract Charge
then due, no Cash Value remains in the Contract, and (4) the date the Death
Benefit is payable under the Contract.

SURRENDERS

At any time on or before the Annuity Commencement Date and during the
lifetime of the Annuitant, the Contractholder may elect to make a surrender of
all or part of the Contract's value. Any such election shall specify the amount
of the surrender and will be effective on the date a proper request is received
by the Company at its Operations Center.

The amount of the surrender may be equal to the Contract's Surrender Value,
which is its Cash Value less (1) any applicable Surrender Charge and (2) (for a
full surrender) any Annual Contract Charge. The Surrender may also be for a
lesser amount (a "partial surrender") of at least $100. If a partial surrender
is requested, and that surrender would leave a Cash Value of less than $1,000,
then that partial surrender will be treated and processed as a full surrender,
and the entire Surrender Value will be paid to the Contractholder. For a partial
surrender, any Surrender Charge will be in addition to the amount requested by
the Contractholder.

A surrender will result in the cancellation of Units and the withdrawal of
amounts credited to the Guaranteed Interest Account, in accordance with the
directions of the Contractholder, with an aggregate value equal to the dollar
amount of the surrender plus, if applicable, the Annual Contract Charge and any
Surrender Charge. For a partial surrender, the Company will cancel Units of the
particular Subaccounts and withdraw amounts from the Guaranteed Interest Account
in accordance with the allocation specified by the Contractholder in written
notice to the Company at its Operations Center at the time the request for the
partial surrender is received; provided, however, that allocations by a
Contractholder against the Guaranteed Interest Account will be limited (the "GIA
Allocation Limitation") to that amount which bears the same proportion to the
total amount being surrendered as the amount credited to the Guaranteed Interest
Account of the Contractholder bears to the total of (i) all amounts credited to
the Guaranteed Interest Account of the Contractholder and (ii) the aggregate
value of Units held in all Subaccounts of the Contractholder, unless there is no
Cash Value in any Subaccount at the time the transfer request is received.
Allocations may be by either amount or percentage. Allocations by amount require
that at least $25 be allocated against the Guaranteed Interest Account or any
Subaccount designated by the Contractholder. Allocations by percentage must be
in whole percentages (totalling 100 percent), and at least 10 percent of the
partial surrender must be allocated to any Subaccount designated by the
Contractholder. If there is insufficient Cash Value in the Contractholder's
Guaranteed Interest Account or a Subaccount to provide for the requested
allocation against it, or if the GIA Allocation Limitation is exceeded, or the
request is incorrect, the request will not be accepted. If an allocation is not
requested, then the entire amount of the partial surrender will be allocated
against the Guaranteed Interest Account and each Subaccount in the same
proportion that the Contract's Cash Value held in the Guaranteed Interest
Account and each Subaccount bears to the Contract's Cash Value.

Any Surrender Charge will be allocated against the Guaranteed Interest
Account and each Subaccount in the same proportion that the amount of a partial
surrender allocated against the Guaranteed Interest Account and each Subaccount
bears to the total amount of the partial surrender. In the event that an
allocation of the partial surrender is not made, or there is insufficient cash
value in the Guaranteed Interest Account or any Subaccount to provide for its
proportionate share of the Surrender Charge, then the entire Surrender Charge
will be allocated against the Guaranteed Interest Account and each Subaccount in
the

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same proportion that the Cash Value held in the Guaranteed Interest Account and
each Subaccount (after allocation of the partial surrender amount) bears to the
Contract's Cash Value.

Any cash surrender amount will be paid within seven (7) days from the date
the election becomes effective, except as the Company may be permitted to
postpone such payment in accordance with the Investment Company Act of 1940.
Postponement is currently permissible only (1) for any period (a) during which
the New York Stock Exchange is closed other than customary weekend and holiday
closings, or (b) during which trading on the New York Stock Exchange is
restricted as determined by the Securities and Exchange Commission, (2) for any
period during which an emergency exists as a result of which (a) disposal of
securities held by the Fund is not reasonably practicable, or (b) it is not
reasonably practicable to determine the value of the net assets of the Fund, or
(3) for such other periods as the Securities and Exchange Commission may by
order permit for the protection of Contractholders. Any cash surrender involving
payment from amounts credited to the Guaranteed Interest Account may, to the
extent amounts are paid from the Guaranteed Interest Account, be postponed, at
the option of the Company, for up to 6 months from the date the request for a
surrender or proof of death is received by the Company. The Contractholder may
elect to have the amount of a surrender settled under one of the Settlement
Options of the Contract. (See "Annuity Provisions" at page 22.)

Since the Contracts offered by this Prospectus may be issued in connection
with retirement plans that meet the requirements of certain sections of the
Internal Revenue Code, reference should be made to the terms of the particular
retirement plan for any limitations or restrictions on cash surrenders.

Surrenders of certain Qualified Contracts are restricted not only by the
terms of the particular plan pursuant to which such Qualified Contract is
issued. Without such restrictions on surrender, the Contracts would be subject
to treatment under the Internal Revenue Code as annuity contracts rather than
contracts governed by Section 403(b). (See "FEDERAL TAX STATUS" at page 28.)

The tax consequences of a cash surrender should be carefully considered
(see "FEDERAL TAX STATUS" at page 28.)

DEATH BENEFIT

DEATH BENEFIT PROVIDED BY THE CONTRACT

In the event of the death of the Annuitant (and the Contingent Annuitant,
if one has been named) (see "Contingent Annuitant" at page 25) prior to the
Annuity Commencement Date, the Company will pay a Death Benefit to the
Beneficiary. The amount of the Death Benefit will be the greater of (a) the Cash
Value on the date of the Annuitant's death, and (b) the Purchase Payment paid,
less any partial surrenders and their Surrender Charges. If the death of the
Annuitant occurs on or after the Annuity Commencement Date, no Death Benefit
will be payable except as may be provided under the Settlement Option elected.

ELECTION AND EFFECTIVE DATE OF ELECTION

During the lifetime of the Annuitant and prior to the Annuity Commencement
Date, the Contractholder may elect to have the Death Benefit of the Contract
applied under one or more Settlement Options to effect an annuity for the
Beneficiary as payee after the death of the Annuitant. (See "Settlement Options"
at page 23.) If no election of a Settlement Option for the Death Benefit is in
effect on the date when proceeds become payable, the Beneficiary may elect (a)
to receive the Death Benefit in the form of a cash payment; or (b) to have Death
Benefit applied under one of the Settlement Options. (See "Settlement Options"
at page 23.) If an election by the payee is not received by the Company within
thirty (30) days following the date proceeds become payable, the payee will be
deemed to have elected a cash payment. Either election described above may be
made by filing with the Company a written election in such form as the Company
may require. Any proper election of a method of settlement of the Death Benefit
by the Contractholder will become effective on the date it is signed, but any
election will be subject to any payment made or action taken by the Company
before receipt of the notice at the Company's Operations Center.

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<PAGE> 23

Reference should be made to the terms of any applicable retirement plan and
any applicable legislation for any limitations or restrictions on the election
of a method of settlement and payment of the Death Benefit.

PAYMENT OF DEATH BENEFIT

If the Death Benefit is to be paid in cash to the Beneficiary, payment will
be made within seven (7) days of the date the election becomes effective or is
deemed to become effective and due proof of death is received, except as the
Company may be permitted to postpone such payment in accordance with the
Investment Company Act of 1940. If the Death Benefit is to be paid in one sum to
the Successor Beneficiary, or to the estate of the deceased Annuitant, payment
will be made within seven (7) days of the date due proof of the death of the
Annuitant and the Beneficiary is received by the Company. Interest at a rate
determined by the Company will be paid on any Death Benefit paid in one sum,
from the date of the Annuitant's (or Contingent Annuitant's, if applicable)
death to the date of payment. The interest rate will not be less than 2 3/4
percent annually.

CHARGES AND DEDUCTIONS

Charges may be assessed under the Contracts as follows:

DEDUCTIONS FROM PAYMENTS

A deduction may be made from each Purchase Payment for premium or similar
taxes prior to allocation of any Net Purchase Payment among the Subaccounts of
the Variable Account. Currently, the Company does not make such a deduction, but
may do so in the future. The Company will provide the Contractholder with
written notice of its intention to make deductions for premium or other taxes.
Any such deduction will apply only to Purchase Payments made after notice has
been sent by the Company. The amount of the deduction will vary from locality to
locality, but will generally range from 0 percent to 3.5 percent of Purchase
Payments. Residents of the Commonwealth of Pennsylvania should be aware that a
tax on Purchase Payments has been adopted; however, the Company currently is
assuming responsibility for payment of this tax. In the event that the Company
will begin to make deductions for such tax from future Purchase Payments, it
will give notice to each affected Contractholder.

CHARGES AGAINST CASH VALUE

Surrender Charge. The Contract imposes a contingent deferred sales charge,
called a "Surrender Charge," on full and partial surrenders and on the Annuity
Commencement Date. The Surrender Charge, which will never exceed 7 percent of
total Purchase Payments, is intended to reimburse the Company for expenses
incurred in distributing the Contract. To the extent such charge is insufficient
to cover all distribution costs, the Company will make up the difference using
funds from its General Account, which may contain funds deducted from the
Variable Account to cover mortality and expense risks borne by the Company. (See
"Mortality and Expense Risk Charge" at page 21.)

If all or a portion of the Contract's Surrender Value (see "Surrenders" at
page 17) is surrendered or if the Surrender Value is received at maturity on the
Annuity Commencement Date, a Surrender Charge will be calculated at the time of
surrender and will be deducted from the Cash Value. A Surrender Charge will not
be imposed against Cash Value surrendered in a Contract Year up to an amount
equal to Net Purchase Payments made by the Contractholder prior to the Contract
Year of the surrender and the preceding 7 Contract Years. In addition, the
Surrender Charge, which otherwise would have been deducted, will not be deducted
to the extent necessary to permit the Contractholder to obtain an amount equal
to the Guaranteed Free Surrender Amount ("Guaranteed Free Surrender Amount").
(See "Guaranteed Free Surrender Amount" at page 20.) No Surrender Charge will be
imposed if the surrender is a full surrender and the following conditions are
met: (i) the Annuitant is age 59 1/2 or older on the date of the full surrender;
(ii) the Contract has been in force for at least 10 Contract Years; and (iii)
one or more Purchase Payments were remitted during each of at least 7 of the 10
Contract Years immediately preceding the date of surrender. Except in certain
states, no Surrender Charge will be imposed if the Contract is surrendered after
the third Contract Year and the surrender

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<PAGE> 24

proceeds are paid under either Settlement Option 3 or Settlement Option 3A. (See
"Settlement Options" at page 23.) In no event will the aggregate Surrender
Charge exceed 7 percent of the total Purchase Payments made in the Year of the
surrender and during the 7 preceding Contract Years.

For a partial surrender, the Surrender Charge will be deducted from any
remaining Contract Value, if sufficient; otherwise, it will be deducted from the
amount surrendered. Any Surrender Charge will be allocated against the
Guaranteed Interest Account and each Subaccount of the Variable Account in the
same proportion that the amount of the partial surrender allocated against the
Guaranteed Interest Account and each Subaccount bears to the total amount of the
partial surrender. But, if there is insufficient cash value in the Guaranteed
Interest Account or any Subaccount to provide for its proportionate share of the
charge, then the entire charge will be allocated against the Guaranteed Interest
Account and each Subaccount in the same proportion that the Cash Value held in
the Guaranteed Interest Account and each Subaccount bears to the Cash Value in
the Guaranteed Interest Account and all Subaccounts.

No Surrender Charge will be deducted from Death Benefits. (See "DEATH
BENEFIT" at page 18.)

For purposes of determining the Surrender Charge, surrenders will be
attributed to payments on a first-in, first-out basis. Contractholders should
note that this is different from the allocation method that is used for
determining tax obligations. (See "Federal Tax Status" at page 28.)

Amount of Surrender Charge. The amount of the Surrender Charge is
determined as follows:

Step 1. Allocate Purchase Payments on a first-in, first-out basis to the
amount surrendered (any Purchase Payments previously allocated to
calculate a surrender charge are unavailable for allocation to
calculate any future surrender charges); and

Step 2. Multiply each such allocated Purchase Payment by the appropriate
surrender charge percentage determined on the basis of the table
below:

SURRENDER CHARGE PERCENTAGE TABLE

<TABLE>
<CAPTION>
# OF CONTRACT SURRENDER
ANNIVERSARIES SINCE CHARGE
PURCHASE PAYMENT RECEIVED PERCENTAGE
- ------------------------- ----------
<S> <C>
0...................................................................... 7%
1...................................................................... 7
2...................................................................... 6
3...................................................................... 6
4...................................................................... 5
5...................................................................... 4
6...................................................................... 3
7...................................................................... 2
8 (or more)............................................................ 0
</TABLE>

Step 3. Add the products of each multiplication in Step 2 above.

Guaranteed Free Surrender Amount. The Surrender Charge may be reduced by
using the Guaranteed Free Surrender Amount provided for in the Contract. For
Non-Qualified Contracts (and Contracts issued for IRA and SEP-IRA) in certain
states which have granted approval, the Guaranteed Free Surrender Amount
provides that an amount up to 10% of the Contract's Cash Value (on the date the
first partial surrender request is received) may be surrendered without
application of a surrender charge. For Qualified Contracts (other than Contracts
issued for IRA and SEP-IRA) in certain states which have granted approval, the
Guaranteed Free Surrender Amount provides that the greater of $10,000 (but not
more than the Contract's Cash Value) or 10% of the Contract's Cash Value (on the
date the first partial surrender request is received during a Contract Year) may
be surrendered without application of surrender charge. (See a registered
representative of MSC or of a broker-dealer authorized by MSC to offer the
Contract who is also a licensed

20
<PAGE> 25

agent of the Company for which states have granted approval.) In those states
where approval has not been granted, the Guaranteed Free Surrender Amount
provides that an amount up to 10% of the Contract's Cash Value (on the date the
partial surrender request is received) may be surrendered without application of
a surrender charge, provided no prior partial surrender was made during that
Contract Year. The Company reserves the right to limit the number of partial
surrenders available under the Guaranteed Free Surrender Amount to 12 per
Contract Year. Since Purchase Payments are allocated on a first-in, first-out
basis, the free surrender amount will not reduce surrender charges to the extent
that any Cash Value in that amount is equal to Purchase Payments received 8 or
more Contract Anniversaries ago.

For illustrations of how the Surrender Charge is calculated, see Appendix A
beginning on page A-1 of this Prospectus.

Annual Contract Charge. The Company has primary responsibility for the
administration of the Contract and the Variable Account. Ordinary administrative
expenses expected to be incurred include premium collection, recordkeeping,
processing death benefit claims and surrenders, preparing and mailing reports,
and overhead costs. In addition, the Company expects to incur certain additional
administrative expenses in connection with the issuance of the Contract,
including the review of applications and the establishment of Contract records.

The Company intends to administer the Contract itself through an
arrangement whereby the Company may purchase some administrative services from
MONY and such other sources as may be available.

An Annual Contract Charge will be deducted from the Contract's Cash Value
to help cover administrative expenses. Currently, the amount of the charge is
$30, but it may be increased to as much as $50 on 30 days' written notice to the
Contractholder. The charge will be deducted on (a) each Contract Anniversary
prior to the Annuity Commencement Date, (b) the Annuity Commencement Date, and
(c) the date of full surrender (if that date is not a Contract Anniversary). The
amount of the charge will be allocated against the Guaranteed Interest Account
and each Subaccount of the Variable Account in the same proportion that the Cash
Value in the Guaranteed Interest Account and each Subaccount bears to the Cash
Value of the Contract. The Company does not expect to make any profit from the
administrative cost deductions.

Transfer Charge. The Company has reserved the right to impose a transfer
charge, which will not exceed $25, for each transfer instructed by the
Contractholder among the Subaccounts or to or from the Guaranteed Interest
Account and one or more of the Subaccounts in excess of 4 transfers in a
Contract Year, to compensate the Company for the costs of effectuating the
transfer. Currently, the Company does not do so. The Company does not expect to
make a profit from the transfer charge. This charge will be deducted from the
Contract's Cash Value held in the Subaccount(s) from which the transfer is made,
or from the Guaranteed Interest Account if a transfer is made therefrom, and
will be allocated against these Subaccount(s) or the Guaranteed Interest Account
in the same proportion as the amounts transferred. If there is insufficient
value in a Subaccount or the Guaranteed Interest Account to provide for that
Subaccount's or the Guaranteed Interest Account's proportionate share of the
charge, then the entire charge will be allocated in the same manner as the
Annual Contract Charge. (See "Charges Against Cash Value -- Annual Contract
Charge" above.)

MORTALITY AND EXPENSE RISK CHARGE

A daily charge will be deducted from the value of the net assets of the
Variable Account to compensate the Company for mortality and expense risks
assumed in connection with the Contract. This daily charge from the Variable
Account will be at the rate of 0.003425 percent (equivalent to an annual rate of
1.25 percent) of the average daily net assets of the Variable Account. Of the
1.25 percent charge, .80 percent is for assuming mortality risks, and .45
percent is for assuming expense risks. The daily charge will be deducted from
the net asset value of the Variable Account, and therefore the Subaccounts, on
each Valuation Date. These charges will not be deducted from the Guaranteed
Interest Account. Where the previous day (or days) was not a Valuation Date, the
deduction on the Valuation Date will be 0.003425 percent multiplied by the
number of days since the last Valuation Date.

21
<PAGE> 26

The Company believes that this level of charge is within the range of
industry practice for comparable individual flexible payment variable annuity
contracts.

The mortality risk assumed by the Company is that Annuitants may live for a
longer time than projected, and that an aggregate amount of annuity benefits
greater than that projected will accordingly be payable. In making this
projection, the Company has used the mortality rates from the 1983 Table "a"
(discrete functions without projections for future mortality), with 3 percent
interest. The expense risk assumed is that expenses incurred in issuing and
administering the Contracts will exceed the administrative charges provided in
the Contracts.

The Company does not expect to make a profit from the mortality and expense
risk charge. Should, however, the amount of the charge exceed the amount needed,
the excess will be retained by the Company in its general account. Should the
amount of the charge be inadequate, the Company will pay the difference out of
its general account.

TAXES

Currently, no charge will be made against the Variable Account for federal
income taxes. The Company may, however, make such a charge in the future if
income or gains within the Variable Account will incur any federal income tax
liability. Charges for other taxes, if any, attributable to the Variable Account
may also be made. (See "FEDERAL TAX STATUS" at page 28.)

INVESTMENT ADVISORY FEE

Because the Variable Account purchases shares of the Fund, the net assets
of the Variable Account will reflect the investment advisory fee and other
expenses incurred by the Fund. Quest for Value Advisors, a subsidiary of
Oppenheimer Capital, as investment adviser to the Fund, will receive .60 percent
of the aggregate average daily net assets of the Equity, Small Cap, and Managed
Portfolios; .50 percent of the aggregate average daily net assets of the Bond
Portfolio; and .40 percent of the aggregate average daily net assets of the
Money Market Portfolio. The investment adviser will reimburse the Fund for the
amount, if any, by which the aggregate ordinary operating expenses of any of
these Portfolios incurred by the Fund in any calendar year in which shares are
being offered exceed the most restrictive expense limitations then in effect
under any state securities law or regulation. Currently, the most restrictive
expense limitation in effect limits expenses of each Fund Portfolio to an amount
equal to 2.5 percent of the first $30 million of average daily net assets of the
Portfolio, 2.0 percent of the next $70 million of average daily net assets of
the Portfolio, and 1.5 percent of the average daily net assets of the Portfolio
in excess of $100 million.

ANNUITY PROVISIONS

ANNUITY COMMENCEMENT DATE

Annuity payments under a Contract will begin on the Annuity Commencement
Date that is selected by the Contractholder at the time the Contract is applied
for. The Annuity Commencement Date chosen may be no earlier than the Contract
Anniversary nearest the Annuitant's 10th birthday, and no later than the
Contract Anniversary nearest the Annuitant's 95th birthday. The minimum number
of years from the Contract Date to the Annuity Commencement Date is 10. The
Annuity Commencement Date may be advanced to a date not earlier than the 10th
Contract Anniversary or deferred from time to time by the Contractholder by
written notice to the Company, provided that (1) notice of such deferral or
advance is received by the Company prior to the then current Annuity
Commencement Date, and (2) the new Annuity Commencement Date is a date which is
not later than the Contract Anniversary nearest the Annuitant's 95th birthday. A
particular retirement plan may contain other restrictions.

On the Annuity Commencement Date, the Contract's Surrender Value will be
applied to provide an annuity or any other option previously chosen by the
Contractholder and permitted by the Company. A supplementary contract will be
issued, and that contract will set forth the terms of the settlement. No

22
<PAGE> 27

payments may be requested under the Contract's surrender provisions after the
Annuity Commencement Date, and no surrender will be permitted except as may be
available under the Settlement Option elected.

For Contracts issued in connection with retirement plans, reference should
be made to the terms of the particular retirement plan for any limitations or
restrictions on the Annuity Commencement Date.

ELECTION AND CHANGE OF SETTLEMENT OPTION

During the lifetime of the Annuitant and prior to the Annuity Commencement
Date, the Contractholder may elect one or more of the Settlement Options
described below, or such other settlement option (including a lump-sum payment)
as may be agreed to by the Company. The Contractholder may also change any
election, but written notice of an election or change of election must be
received by the Company at its Operations Center prior to the Annuity
Commencement Date. If no election is in effect on the Annuity Commencement Date,
Settlement Option 3, for a Life Annuity with 10 years certain, based on the
Annuitant's life, will be deemed to have been elected.

Settlement Options may also be elected by the Contractholder or the
Beneficiary as provided in the Death Benefit and Surrender sections of this
Prospectus. (See "DEATH BENEFIT" at page 18 and "SURRENDERS" at page 17.)

Where applicable, reference should be made to the terms of a particular
retirement plan and any applicable legislation for any limitations or
restrictions on the options that may be elected.

SETTLEMENT OPTIONS

Proceeds settled under the Settlement Options listed below or otherwise
currently available will not participate in the investment experience of the
Variable Account.

Settlement Option 1 -- Interest Income: Interest on the proceeds at a rate
(not less than 2 3/4 percent per year) set by the Company each year.

Settlement Option 2 -- Income for Specified Period: Fixed monthly payments
for a specified period of time, as elected. The payments may, at the Company's
option, be increased by additional interest each year.

Settlement Option 3 -- Single Life Income: Payments for the life of the
payee and for a period certain. The period certain may be (a) 0 years, 10 years,
or 20 years, or (b) the period required for the total income payments to equal
the proceeds (refund period certain). The amount of the income will be
determined by the Company on the date the proceeds become payable.

Settlement Option 3A -- Joint Life Income: Payments during the joint
lifetime of the payee and one other person, and during the lifetime of the
survivor. The survivor's monthly income may be equal to either (a) the income
payable during the joint lifetime or (b) two-thirds of that income. If a person
for whom this option is chosen dies before the first monthly payment is made,
the survivor will receive proceeds instead under Settlement Option 3, with 10
years certain.

Settlement Option 4 -- Income of Specified Amount: Income, of an amount
chosen, for as long as the proceeds and interest last. The amount chosen to be
received as income in each year may not be less than 10 percent of the proceeds
settled. Interest will be credited annually on the amount remaining unpaid at a
rate determined annually by the Company. This rate will not be less than 2 3/4
percent per year.

The Contract contains annuity payment rates for Settlement Options 3 and 3A
described in this Prospectus. The rates show, for each $1,000 applied, the
dollar amount of the monthly fixed annuity payment, when this payment is based
on minimum guaranteed interest as described in the Contract.

The annuity payment rates may vary according to the Settlement Option
elected and the age of the payee. The mortality table used in determining the
annuity payment rates for Options 3 and 3A is the 1983 Table a (discrete
functions, without projections for future mortality), with 3 1/2 percent
interest.

23
<PAGE> 28

Under Settlement Option 3, if income based on the period certain elected is
the same as the income provided by another available period or periods certain,
the Company will deem the election to have been made of the longest period
certain.

In Qualified Plans, settlement options available to Contractholders may be
restricted by the terms of the plans.

FREQUENCY OF ANNUITY PAYMENTS

Annuity payments will be paid as monthly installments unless the payee
requests quarterly, semiannual, or annual installments at the time the option is
chosen. However, if the net amount available to apply under any Settlement
Option under any circumstances is less than $1,000, the Company shall have the
right to pay such amount in one lump sum. In addition, if the payments provided
for would be less than $25, the Company shall have the right to change the
frequency of payments to such intervals as will result in payments of at least
$25.

ADDITIONAL PROVISIONS

The Company may require proof of age of the Annuitant before making any
life annuity payment provided for by the Contract. If the age of the Annuitant
has been misstated, the amount payable will be the amount that the amount
settled would have provided at the correct age. Once life income payments have
begun, any underpayments will be made up in one sum with the next annuity
payment; overpayments will be deducted from the future annuity payments until
the total is repaid.

The Contract must be returned to the Company upon any settlement. Prior to
any settlement of a death claim, due proof of the Annuitant's death must be
submitted to the Company.

Where any benefits under the Contract are contingent upon the recipient's
being alive on a given date, the Company may require proof satisfactory to it
that such condition has been met.

The Contracts described in this Prospectus contain annuity payment rates
that distinguish between men and women. On July 6, 1983, the Supreme Court held
in Arizona Governing Committee v. Norris that optional annuity benefits provided
under an employer's deferred compensation plan could not, under Title VII of the
Civil Rights Act of 1964, vary between men and women on the basis of sex.
Because of this decision, the annuity payment rates applicable to Contracts
purchased under an employment-related insurance or benefit program may in some
cases not vary on the basis of the Annuitant's sex. Unisex rates to be provided
by the Company will apply for Qualified Plans.

Employers and employee organizations should consider, in consultation with
legal counsel, the impact of Norris, and Title VII generally, and any comparable
state laws that may be applicable, on any employmentrelated plan for which a
Contract may be purchased.

OTHER PROVISIONS

OWNERSHIP

The Contractholder has all rights and may receive all benefits under the
Contract. During the lifetime of the Annuitant (and the Contingent Annuitant if
one has been named), the Contractholder shall be the person so designated in the
application, unless changed, or unless a Successor Contractholder becomes the
Contractholder. On and after the death of the Annuitant (and the Contingent
Annuitant, if applicable), the Beneficiary shall be the Contractholder.

The Contractholder may name a Successor Contractholder or a new
Contractholder at any time. If the Contractholder dies, the Successor
Contractholder, if living, becomes the Contractholder. Any request for change
must be: (1) made in writing; and (2) received at the Company. The change will
become effective as of the date the written request is signed. A new choice of
Contractholder or Successor Contractholder will not

24
<PAGE> 29

apply to any payment made or action taken by the Company prior to the time a
request for change is received. Contractholders should consult a competent tax
advisor prior to changing Contractholders.

PROVISION REQUIRED BY SECTION 72(S) OF THE CODE

If the Contractholder of a Non-Qualified Plan dies before the Annuity
Commencement Date and while the Annuitant is living, and if that
Contractholder's spouse is not the Successor Contractholder as of the date of
that Contractholder's death (as evidenced by proof satisfactory to the Company),
then the Contract will be surrendered as of the date of that death. If the
Successor Contractholder is the Beneficiary, the surrender proceeds may, at the
option of the Successor Contractholder, be paid over the life of the Successor
Contractholder. Such payments must begin no later than one year after such date
of death. If the Successor Contractholder is a surviving spouse, then the
surviving spouse will be treated as the new Contractholder of the Contract.
Under such circumstances, it shall not be necessary to surrender the Contract.
If the spouse is not the Successor Contractholder and there is no designated
beneficiary, the proceeds must be distributed within 5 years after the date of
death. However, under the terms of the Contract, if the spouse is not the
Successor Contractholder, the Contract will be surrendered as of the date of
death and the proceeds will be paid to the Beneficiary. This provision shall not
extend the term of the Contract beyond the date when death proceeds become
payable.

Further, if the Contractholder dies on or after the Annuity Commencement
Date, then any remaining portion of the proceeds will be distributed at least as
rapidly as under the method of distribution being used as of the date of the
Contractholder's death.

PROVISION REQUIRED BY SECTION 401(A)(9) OF THE CODE

The entire interest of a Qualified Plan Participant under the Contract will
be distributed to the Contractholder or his/her Designated Beneficiary either by
or beginning not later than April 1 of the calendar year following the calendar
year in which the Qualified Plan Participant attains age 70 1/2. The period over
which such distribution will be made is the life of such Participant or the
lives of such Participant and Designated Beneficiary.

Where distributions have begun in accordance with the previous paragraph
and the Participant dies before the Contractholder's entire interest has been
distributed to him/her, the remaining portion of such interest will be
distributed at least as rapidly as under the method of distribution being used
as of the date of the Participant's death. If the Participant dies before the
commencement of such distributions and there is no Designated Beneficiary, the
Contract will be surrendered as of the date of death. The surrender proceeds
must be distributed within 5 years after the date of death. But if there is a
Designated Beneficiary, the surrender proceeds may, at the option of the
Designated Beneficiary, be paid over the life of the Designated Beneficiary. In
such case, distributions will begin not later than one year after the
Participant's death. If the Designated Beneficiary is the surviving spouse of
the Participant, the date on which the distributions will begin shall not be
earlier than the date on which the Participant would have attained age 70 1/2.
If the surviving spouse dies before distributions to him/her begin, the
provisions of this paragraph shall be applied as if the surviving spouse were
the Participant. If the Plan is an IRA under Section 408 of the Code, the
surviving spouse may elect to forgo distribution and treat the IRA as his/her
own Plan.

It is the Contractholder's responsibility to assure that distribution rules
imposed by the Code will be met.

Qualified Plan contracts include those qualifying for special treatment
under Sections 401, 403, and 408 of the Code.

CONTINGENT ANNUITANT

Except where the Contract is issued in connection with a Qualified Plan, a
Contingent Annuitant may be designated by the Contractholder. Such designation
may be made once before annuitization, either (1) in the application for the
Contract, or (2) after the Contract is issued, by written notice to the Company
at its Operations Center. The Contingent Annuitant may be deleted by written
notice to the Company at its

25
<PAGE> 30

Operations Center. A designation or deletion of a Contingent Annuitant will take
effect as of the date the written election was signed. The Company, however,
must first accept and record the change at its Operations Center. The change
will be subject to any payment made by the Company or action taken by the
Company before receipt of the notice at the Company's Operations Center. The
Contingent Annuitant will be deleted from the Contract automatically by the
Company as of the Contract Anniversary nearest the Contingent Annuitant's 95th
birthday.

On the death of the Annuitant, the Contingent Annuitant will become the
Annuitant, under the following conditions:

(1) the death of the Annuitant must have occurred before the Annuity
Commencement Date;

(2) the Contingent Annuitant is living on the date of the Annuitant's
death;

(3) if the Annuitant was the Contractholder on the date of death, the
Successor Contractholder must have been the Annuitant's spouse; and

(4) if the Annuity Commencement Date is later than the Contract
Anniversary nearest the Contingent Annuitant's 95th birthday, the Annuity
Commencement Date will be automatically advanced to that Contract
Anniversary.

Effect of Contingent Annuitant's Becoming the Annuitant. If the Contingent
Annuitant becomes the Annuitant at the death of the Annuitant, in accordance
with the conditions specified above, the Death Benefit proceeds of the Contract
will be paid to the Beneficiary only on the death of the Contingent Annuitant.
If the Contingent Annuitant was the Beneficiary on the Annuitant's death, the
Beneficiary will be changed automatically to the person who was the Successor
Beneficiary on the date of death. If there was no Successor Beneficiary, then
the Contingent Annuitant's executors or administrators, unless the
Contractholder directed otherwise, will become the Beneficiary. All other rights
and benefits under the Contract will continue in effect during the lifetime of
the Contingent Annuitant as if the Contingent Annuitant were the Annuitant.

ASSIGNMENT

The Company will not be bound by any assignment until the assignment (or a
copy) is received by the Company at its Home Office. The Company is not
responsible for the validity or effect of any assignment. The Company shall not
be liable as to any payment or other settlement made by the Company before
receipt of the assignment.

If the Contract is issued pursuant to certain retirement plans, then it may
not be assigned, pledged or otherwise transferred except under such conditions
as may be allowed under applicable law.

Because an assignment may be a taxable event, a Contractholder should
consult a competent tax advisor before assigning the Contract.

CHANGE OF BENEFICIARY

So long as the Contract is in force, the Beneficiary or Successor
Beneficiary may be changed by written request to the Company at its Operations
Center in a form acceptable to the Company. The Contract need not be returned
unless requested by the Company. The change will take effect as of the date the
request is signed, whether or not the Annuitant is living when the request is
received by the Company. The Company will not, however, be liable for any
payment made or action taken before receipt and acknowledgement of the request
at its Operations Center.

SUBSTITUTION OF SECURITIES

If the shares of any Portfolio of the Fund should no longer be available
for investment by the Variable Account or, if in the judgment of the Company's
Board of Directors, further investment in shares of one or more of the
Portfolios of the Fund should become inappropriate in view of the purposes of
the Contract, the Company may substitute shares of another mutual fund for
shares of the Fund already purchased or to be

26
<PAGE> 31

purchased in the future by Purchase Payments under the Contract. A substitution
of securities in any Subaccount will take place only with prior approval of the
Securities and Exchange Commission and under such requirements as it may impose.

MODIFICATION OF THE CONTRACTS

Upon notice to the Contractholder, the Contract may be modified by the
Company, but only if such modification (1) is necessary to make the Contract or
the Variable Account comply with any law or regulation issued by a governmental
agency to which the Company is subject or (2) is necessary to assure continued
qualification of the Contract under the Internal Revenue Code or other federal
or state laws relating to retirement annuities or annuity contracts or (3) is
necessary to reflect a change in the operation of the Variable Account or the
Subaccounts or the Guaranteed Interest Account or (4) provides additional
Settlement Options or fixed accumulation options. In the event of any
modification, the Company may make appropriate endorsement in the Contract to
reflect such modification.

CHANGE IN OPERATION OF VARIABLE ACCOUNTS

At the Company's election and subject to any necessary vote by persons
having the right to give instructions with respect to the voting of shares of
the Fund held by the Subaccounts, the Variable Account may be operated as a
management company under the Investment Company Act of 1940 or it may be
deregistered under the Investment Company Act of 1940 in the event registration
is no longer required. Deregistration of the Variable Account requires an order
by the Securities and Exchange Commission. In the event of any change in the
operation of the Variable Account pursuant to this provision, the Company may
make appropriate endorsement to the Contract to reflect the change and take such
other action as may be necessary and appropriate to effect the change.

VOTING RIGHTS

All of the assets held in the Subaccounts of the Variable Account will be
invested in shares of the corresponding Portfolios of the Fund. The Company is
the legal holder of those shares and as such has the right to vote to elect the
Board of Trustees of the Fund, to vote upon certain matters that are required by
the 1940 Act to be approved or ratified by the shareholders of a mutual fund,
and to vote upon any other matter that may be voted upon at a shareholder's
meeting. To the extent required by law, the Company will vote the shares of the
Fund held in the Variable Account (whether or not attributable to
Contractholders) at shareholder meetings of the Fund in accordance with the
instructions received from Contractholders. The number of votes will be
determined as of the record date selected by the Board of Trustees of the Fund.
The Company will furnish Contractholders with the proper forms to enable them to
give it these instructions. Currently, the Company may disregard voting
instructions under the circumstances described in the following paragraph.

The Company may, if required by state insurance officials, disregard voting
instructions if those instructions would require shares to be voted to cause a
change in the subclassification or investment objectives or policies of one or
more of the Portfolios of the Fund, or to approve or disapprove an investment
adviser or principal underwriter for the Fund. In addition, the Company itself
may disregard voting instructions that would require changes in the investment
objectives or policies of any Portfolio or in an investment adviser or principal
underwriter for the Fund, if the Company reasonably disapproves those changes in
accordance with applicable federal regulations. If the Company does disregard
voting instructions, it will advise Contractholders of that action and its
reasons for the action in the next semiannual report to Contractholders.

Each Contractholder will have the equivalent of one vote per $100 of value
attributable to the Contract held in each Subaccount of the Variable Account,
with fractional votes for amounts less than $100. For voting purposes, this
value attributable to the Contract is equal to the Cash Value. These votes,
represented as votes per $100 of value in each Subaccount of the Variable
Account, are converted into a proportionate number of votes in shares of the
corresponding Portfolio of the Fund. Shares of the Fund held in each Subaccount
for

27
<PAGE> 32

which no timely instructions from Contractholders are received will be voted by
the Company in the same proportion as those shares in that Subaccount for which
instructions are received. Should applicable federal securities laws or
regulations permit, the Company may elect to vote shares of the Fund in its own
right.

The number of shares of the corresponding Portfolio of the Fund in a
Subaccount for which instructions may be given by a Contractholder is determined
by dividing the portion of the value attributable to the Contract held in that
Subaccount by the net asset value of one share in the corresponding Portfolio of
the Fund. In other words, if the value attributable to the Contract held in the
Subaccount were $540 and the net asset value of the Fund's shares of the
Portfolio held in that Subaccount were $20 per share on the record date, then
the Contractholder could issue instructions on 5.4 votes (representing votes per
$100 of value attributable to the Contract held in the Subaccount), which would
be converted into instructions on 27 shares of the Fund.

Matters on which Contractholders may give voting instructions include the
following: (1) approval of any change in the Investment Advisory Agreement and
Services Agreement, if any, for the Portfolio(s) of the Fund(s) corresponding to
the Contractholder's selected Subaccount(s); (2) any change in the fundamental
investment policies of the Portfolio(s) corresponding to the Contractholder's
selected Subaccount(s); and (3) any other matter requiring a vote of the
shareholders of the Fund. With respect to approval of the Investment Advisory
Agreement or any change in a Portfolio's fundamental investment policies,
Contractholders participating in that Portfolio will vote separately on the
matter pursuant to the requirements of Rule 18f-2 under the 1940 Act.

DISTRIBUTION OF THE CONTRACTS

MONY Securities Corp. ("MSC"), a New York corporation which is a
wholly-owned subsidiary of MONY, will act as the principal underwriter of the
Contracts, pursuant to an underwriting agreement with the Company. MSC is
registered as a broker-dealer under the Securities Exchange Act of 1934 and is a
member of the National Association of Securities Dealers. The Contracts are sold
by individuals who are registered representatives of MSC and who are also
licensed as life insurance agents for the Company. The Contracts may also be
sold through other broker-dealers authorized by MSC and applicable law to do so.
Commissions and other expenses directly related to the sale of the Contract will
not exceed 6.0 percent of Purchase Payments. Additional compensation may be paid
for persistency, sales quality, and contract size and for other services not
directly related to the sale of the Contract. Such services include the training
of personnel and the production of promotional literature.

FEDERAL TAX STATUS

INTRODUCTION

The Contracts described in this Prospectus are designed for use by
retirement plans that may or may not qualify for favorable tax treatment under
the provisions of Section 401, 403, 408(b), and 457 of the Code. The ultimate
effect of federal income taxes on the value of the Contract's Cash Value, on
annuity payments, and on the economic benefit to the Contractholder, the
Annuitant, and the Beneficiary may depend upon the type of retirement plan for
which the Contract is purchased and upon the tax and employment status of the
individual concerned.

The following discussion of the treatment of the Contracts and of the
Company under the federal income tax laws is general in nature, is based upon
the Company's understanding of current federal income tax laws, and is not
intended as tax advice. Any person contemplating the purchase of a Contract
should consult a qualified tax adviser. A more detailed description of the
treatment of the Contract under federal income tax laws is contained in the
Statement of Additional Information. THE COMPANY DOES NOT MAKE ANY GUARANTEE
REGARDING ANY TAX STATUS, FEDERAL, STATE, OR LOCAL, OF ANY CONTRACT OR ANY
TRANSACTION INVOLVING THE CONTRACTS.

28
<PAGE> 33

TAX TREATMENT OF THE COMPANY

Under existing federal income tax laws, the income of the Variable
Accounts, to the extent that it is applied to increase reserves under the
Contracts, is substantially nontaxable to the Company.

TAXATION OF ANNUITIES IN GENERAL

The Contracts offered by this Prospectus are designed for use in connection
with Qualified Plans and Non-Qualified Plans. All or a portion of the
contributions to such plans will be used to make Purchase Payments under the
Contracts. In general, contributions to Qualified Plans and income earned on
contributions to all plans are tax-deferred until distributed to plan
participants or their beneficiaries. Such tax deferral is not, however,
available for Non-Qualified Plans if the Contractholder is other than a natural
person unless the contract is held as an agent for a natural person. Annuity
payments made as retirement distributions under a Contract, except to the extent
of participant (in the case of Qualified Plans) or Contractholder (in the case
of Non-Qualified Plans) contributions, are generally taxable to the annuitant as
ordinary income. Contractholders, Annuitants, and Beneficiaries should seek
qualified advice about the tax consequences of distributions, withdrawals, and
payments under the retirement plans in connection with which the Contracts are
purchased.

The Company has been advised by Quest for Value Advisors, investment
adviser to the Trust, that the Bond Portfolio of the Trust inadvertently did not
comply with the investment diversification requirements of, and regulations
under, Internal Revenue Code Section 817(h) ("817(h) Requirements") during the
period from September 17, 1994 to February 22, 1995. Quest for Value Advisors
also has advised the Company that the bond portfolio of the trust ("Old Trust"),
the shares of which were purchased by purchase payments allocated by
Contractholders to the Bond Subaccount prior to September 17, 1994, also did not
comply with the 817(h) Requirements during the period from December 31, 1993 to
September 16, 1994 (the date on which the Substitution, discussed on page 5 of
the Prospectus, of the shares of the Bond Portfolio were substituted for shares
of the bond portfolio of the Old Trust). The result of the failure to meet the
diversification requirements ("non-diversification") is that the Company is
required to file a request with the Internal Revenue Service for a private
letter ruling that the inadvertent non-diversification will not cause the
Contracts of Contractholders who had purchase payments allocated to the Bond
Subaccount during the period from October 1, 1993 to December 31, 1994 to lose
the income tax deferral on the increase in cash values of those Contracts during
such period or otherwise fail to be considered as an annuity during such period.
The request for a private letter ruling will be filed and will involve payment
by the Company of such penalties to the Internal Revenue Service as may be
agreed upon by the Internal Revenue Service and the Company. The Company has
also been advised by Quest for Value Advisors that revised procedures have been
adopted to help assure that the portfolios will be managed in accordance with
the 817(h) Requirements in the future and that, since February 23, 1995, the
portfolios all have been in compliance with the 817(h) Requirements.

The Company will withhold and remit to the United States Government and,
where applicable, to state governments part of the taxable portion of each
distribution made under a Contract unless the Contractholder or Annuitant
provides his or her taxpayer identification number to the Company and notifies
the Company that he or she chooses not to have amounts withheld.

Under the Technical and Miscellaneous Revenue Act of 1988 ("TAMRA"), for
purposes of determining the amount includible in gross income with respect to
distributions not received as an annuity, including deemed distributions
resulting from gratuitous transfers, all annuity contracts issued by the same
company to the same Contractholder during any 12 month period, other than those
issued to qualified retirement plans, will be treated as one annuity contract.
The IRS is given power to prescribe additional rules to prevent avoidance of
this rule through serial purchases of contracts or otherwise. None of these
rules is expected to affect tax-benefitted plans.

29
<PAGE> 34

Effective January 1, 1993, distributions of plan benefits from qualified
retirement plans, other than individual retirement arrangements ("IRAs"),
generally will be subject to mandatory federal income tax withholding unless
they either are:

1. Part of a series of substantially equal periodic payments (at least
annually) for the participant's life or life expectancy, the joint lives or
life expectancies of the participant and his/her beneficiary, or a period
certain of not less than 10 years, or

2. Required by the Code upon the participant's attainment of age
70 1/2 or death.

Such withholding will apply even if the distribution is rolled over into
another qualified plan, including an IRA. The withholding can be avoided if the
participant's interest is directly transferred by the old plan to another
eligible qualified plan, including an IRA. A direct transfer to the new plan can
be made only in accordance with the terms of the old plan. If withholding is not
avoided, the amount withheld may be subject to income tax and excise tax
penalties.

Under the generation skipping transfer tax, the Company may be liable for
payment of this tax under certain circumstances. In the event that the Company
determines that such liability exists, an amount necessary to pay the generation
skipping transfer tax may be subtracted from the death benefit proceeds.

ANNUITY CONTRACTS GOVERNED BY SECTION 403(B) OF THE CODE

An annuity contract will not be treated as a Qualified Contract under
Section 403(b) of the Code unless distributions which are attributable to a
contribution made pursuant to a salary reduction agreement may be paid only: (1)
when the Contractholder attains age 59 1/2; (2) when the Contractholder
separates from the service of his employer; (3) when the Contractholder dies;
(4) when the Contractholder becomes permanently disabled within the meaning of
Section 72(m)(7) of the Code; or (5) in the case of hardship. These restrictions
generally apply to contributions made after December 31, 1988 and to any
increase in Cash Value of the Contract after December 31, 1988. Therefore
effective January 1, 1989 and thereafter, any contributions made, or increase in
Cash Value, on or after January 1, 1989 will be restricted from withdrawal
except upon attainment of age 59 1/2, separation from service, death, disability
or hardship (hardship withdrawals are to be limited to the amount of the
Contractholder's Purchase Payments). However, any Purchase Payments that reflect
employer contributions and the earnings thereon will not be restricted unless
specifically provided for by the applicable employer's plan.

RETIREMENT PLANS

The Contracts described in this Prospectus are designed for use with the
following types of retirement plans:

(1) Pension and Profit-Sharing Plans established by business employers
and certain associations, as permitted by Sections 401(a) and 401(k) of the
Code, including those purchasers who would have been covered under the
rules governing H.R. 10 (Keogh) Plans;

(2) Individual Retirement Annuities permitted by Sections 219 and
408(b) of the Code, including Simplified Employee Pensions established by
employers pursuant to Section 408(k);

(3) Tax-Sheltered Annuity Plans established by certain educational and
tax-exempt organizations under Section 403(b) of the Code (Effective
January 1, 1989, the Contracts offered by this Prospectus have been
withdrawn from sale in all states in connection with Qualified Plans which
intend to qualify for federal income tax advantages available under Section
403(b) of the Code.);

(4) Deferred compensation plans provided by certain governmental
entities under Section 457 of the Code; and

(5) Non-Qualified Plans.

The tax rules applicable to participants in such retirement plans vary
according to the type of plan and its terms and conditions. Therefore, no
attempt is made herein to provide more than general information about

30
<PAGE> 35

the use of Contracts with the various types of retirement plans. Participants in
such plans as well as Contractholders, Annuitants, and Beneficiaries are
cautioned that the rights of any person to any benefits under these plans are
subject to the terms and conditions of the plans themselves, regardless of the
terms and conditions of the Contracts. The Company will provide purchasers of
Contracts used in connection with Individual Retirement Annuities with such
supplementary information as may be required by the Internal Revenue Service or
other appropriate agency. Any person contemplating the purchase of a Contract
should consult a qualified tax adviser.

PERFORMANCE DATA

From time to time the performance of one or more of the Subaccounts may be
advertised. The performance data contained in these advertisements is based upon
historical earnings and is not indicative of future performance. The data for
each Subaccount reflects the results of the corresponding Portfolio of the Fund
and recurring charges and deductions borne by or imposed on the Portfolio and
the Subaccount. Set forth below for each Subaccount is the manner in which the
data contained in such advertisements will be calculated.

Money Market Subaccount. The performance data for this Subaccount will
reflect the "yield" and "effective yield". The "yield" of the Subaccount refers
to the income generated by an investment in the Subaccount over the seven day
period stated in the advertisement. This income is "annualized", that is, the
amount of income generated by the investment during that week is assumed to be
generated each week over a 52-week period and is shown as a percentage of the
investment. The "effective yield" is calculated similarly, but, when annualized,
the income earned by an investment in the Subaccount is assumed to be
reinvested. The "effective yield" will be slightly higher than the "yield"
because of the compounding effect of this assumed reinvestment.

Subaccounts other than the Money Market Subaccount. The performance data
for these Subaccounts will reflect the "yield" and "total return". The "yield"
of each of these Subaccounts refers to the income generated by an investment in
that Subaccount over the 30 day period stated in the advertisement and is the
result of dividing that income by the value of the Subaccount. The value of each
Subaccount is the average daily number of Units outstanding multiplied by the
Unit Value on the last day of the period. The "yield" reflects deductions for
all charges, expenses, and fees of both the Fund and the Variable Account other
than the Surrender Charge. "Total return" for each of these Subaccounts refers
to the return a Contractholder would receive during the period indicated if a
$1,000 Purchase Payment was made the indicated number of years ago. It reflects
historical investment results less charges and deductions of both the Fund and
the Variable Account, including any Surrender Charge imposed as a result of the
full Surrender, with the distribution being made in cash rather than in the form
of one of the settlement options, at the close of the period for which the
"total return" data is given. Returns for periods exceeding one year reflect the
average annual total return for such period. Total return data may also be shown
assuming that the Contract continues in force (i.e., was not surrendered) beyond
the close of the periods indicated, in which case that data would reflect all
charges and deductions of both the Fund and the Variable Account other than the
Surrender Charge. In addition to the total return data described above based
upon a $1,000 investment, comparable data may also be shown for an investment
equal to the amount of the average purchase payment made by a purchaser of a
Contract during the prior year.

Non Standardized Performance Data. From time to time, average annual total
return or other performance data may also be advertised in non-standardized
formats. Non-standard performance data will be accompanied by standard
performance data, and the period covered or other non-standard features will be
disclosed.

In addition, reference in advertisements may be made to various indices
including, without limitation, the Standard & Poor's Stock Index and Shearson
Lehman Brothers Government/ Corporate Index, and to various ranking services,
including, without limitation, the Lipper Annuity and Closed End Survey compiled
by Lipper Analytical Services and the VARDS report compiled by Variable Annuity
Research and Data Service in order to provide the reader a basis of comparison
for performance.

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<PAGE> 36

ADDITIONAL INFORMATION

This Prospectus does not contain all the information set forth in the
registration statement, certain portions of which have been omitted pursuant to
the rules and regulations of the Securities and Exchange Commission. The omitted
information may be obtained from the Commission's principal office in
Washington, D.C., upon payment of the fees prescribed by the Commission.

For further information with respect to the Company and the Contracts
offered by this Prospectus, including the Statement of Additional Information
(which includes financial statements relating to the Company), Contractholders
and prospective investors may also contact the Company at its address or phone
number set forth on the cover of this Prospectus for requesting such statement.
The Statement of Additional Information is available from the Company without
charge.

LEGAL PROCEEDINGS

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

FINANCIAL STATEMENTS

The financial statements for the Company should be distinguished from the
financial statements of the Variable Account and should be considered only as
bearing on the ability of the Company to meet its obligations under the
Contracts. The financial statements of the Company should not be considered as
bearing on the investment performance of the assets held in the Variable
Account. The financial statements of the Company and the Variable Account are
included in the Statement of Additional Information.

32
<PAGE> 37

TABLE OF CONTENTS

STATEMENT OF ADDITIONAL INFORMATION

MAY 1, 1995

<TABLE>
<CAPTION>
ITEM PAGE
- ---- ----
<S> <C>
MONY Life Insurance Company of America............................................... 1
Legal Opinion........................................................................ 1
Independent Accountants.............................................................. 1
Federal Tax Status................................................................... 1
Performance Data..................................................................... 5
Financial Statements................................................................. F-1
</TABLE>

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

If you would like to receive a copy of the MONY America Variable Account A
Statement of Additional Information, please return this request to:

The Mutual Life Insurance Company of New York
Mail Drop 76-18 500
Frank W. Burr Boulevard
Teaneck, New Jersey 07666-6888
Your name
----------------------------------------------------------
Address
------------------------------------------------------------
City State Zip
-------------------------------- ---------- ---------

Please send me a copy of the MONY America Variable Account A Statement of
Additional Information.

Policy B2-88/B4-88/B6-88

FORM NO. 13488SL (5/95) 33-20696

33
<PAGE> 38

APPENDIX A

CALCULATION OF SURRENDER CHARGE

ILLUSTRATION 1

Suppose an initial Purchase Payment of $15,000 is the only payment made,
and no taxes are deducted from this payment. At the beginning of the third
Contract Year, the Cash Value of the Contract has grown to $18,000 and the
Contractholder requests a partial surrender of $2,000.

The Surrender Charge is determined as follows:

Step 1: Purchase Payments are allocated to the surrender amount, as
follows:

IF THE CONTRACT IS A NON-QUALIFIED CONTRACT --

Step 2: The Guaranteed Free Surrender Amount is calculated as 10% of the
Cash Value ($1,800). Reduce the resulting amount allocated to
surrender ($2,000) by the Guaranteed Free Surrender Amount
($1,800), and apply the Surrender Charge Percentages as follows:

<TABLE>
<CAPTION>
NUMBER OF CONTRACT
ANNIVERSARIES AMOUNT
SINCE PURCHASE AMOUNT SURRENDER SURRENDER
PAYMENT RECEIVED CONTRACT YEAR ALLOCATED TO CHARGE CHARGE
BY US PAYMENT RECEIVED SURRENDER PERCENTAGE (AMT X PCT)
- ------------------ ---------------- ------------ ---------- -----------
<S> <C> <C> <C> <C>
0....................... 3 $ 0 7% $ 0
1....................... 2 0 7 0
2....................... 1 200 6 12
</TABLE>

Step 3: Summing the resulting Amounts of Surrender Charge produces a total
Surrender Charge of $12.

The Surrender Charge, plus the amount of the surrender is then deducted
from the remaining Cash Value of the Contract, for a total withdrawal of $2,012.

IF THE CONTRACT IS A QUALIFIED CONTRACT --

Step 2: The Guaranteed Free Surrender Amount is calculated as up to the
greater of 10% of the Cash Value ($1,800) of the Qualified Contract
or up to $10,000. Since the partial surrender requested is less
than $10,000 (although it is greater than 10 percent), there is no
Surrender Charge.

Since there is no Surrender Charge, the entire amount requested is
available under the Guaranteed Free Surrender Amount provision of the Qualified
Contract.

Assuming that in the middle of the tenth Contract Year, a full surrender is
requested. The Cash Value at the time of full surrender is $28,000. Since this
is a full surrender, the Annual Contract Charge (currently $30) is deducted from
the Cash Value, leaving a remaining Cash Value balance of $27,970. For this
calculation, there is $13,000 of Purchase Payments made in the first Contract
Year.

A-1
<PAGE> 39

The Surrender Charge is determined as follows:

Step 1: Purchase Payments are allocated to the surrender amount, as
follows:

<TABLE>
<CAPTION>
NUMBER OF CONTRACT
ANNIVERSARIES
SINCE AMOUNT
PURCHASE PAYMENT CONTRACT YEAR ALLOCATED TO
RECEIVED BY US PAYMENT RECEIVED SURRENDER
- ------------------ ----------------- ------------
<S> <C> <C>
0........................................... 10 $ 0
1........................................... 9 0
2........................................... 8 0
3........................................... 7 0
4........................................... 6 0
5........................................... 5 0
6........................................... 4 0
7........................................... 3 0
8 (or more)................................. 1 and 2 13,000
</TABLE>

IF THE CONTRACT IS A NON-QUALIFIED CONTRACT --

Step 2: The Guaranteed Free Surrender Amount is calculated as up to 10% of
the Cash Value ($2,800) of the Non-Qualified Contract. Reduce the
resulting amount allocated to surrender ($13,000) by the Guaranteed
Free Surrender Amount ($2,800), and apply the Surrender Charge
Percentages as follows:

<TABLE>
<CAPTION>
NUMBER OF CONTRACT
ANNIVERSARIES AMOUNT OF
SINCE AMOUNT SURRENDER SURRENDER
PURCHASE PAYMENT CONTRACT YEAR ALLOCATED TO CHARGE CHARGE
RECEIVED BY US PAYMENT RECEIVED SURRENDER PERCENTAGE (AMT X PCT)
- ------------------ ----------------- ------------ ---------- -----------
<S> <C> <C> <C> <C>
0................... 10 $ 0 7% $ 0
1................... 9 0 7 0
2................... 8 0 6 0
3................... 7 0 6 0
4................... 6 0 5 0
5................... 5 0 4 0
6................... 4 0 3 0
7................... 3 0 2 0
8 or more........... 1 and 2 10,200 0 0
</TABLE>

Step 3: Summing the resulting Amounts of Surrender Charge produces a total
Surrender Charge of $0.

A-2
<PAGE> 40

IF THE CONTRACT IS A QUALIFIED CONTRACT --

Step 2: The Guaranteed Free Surrender Amount is calculated as up to the
greater of 10% of the Cash Value ($2,800) of the Qualified Contract
or up to $10,000. Reduce the resulting amount allocated to
surrender ($13,000) by the Guaranteed Free Surrender Amount
($10,000), and apply the Surrender Charge Percentages as follows:

<TABLE>
<CAPTION>
NUMBER OF CONTRACT
ANNIVERSARIES AMOUNT OF
SINCE AMOUNT SURRENDER SURRENDER
PURCHASE PAYMENT CONTRACT YEAR ALLOCATED TO CHARGE CHARGE
RECEIVED BY US PAYMENT RECEIVED SURRENDER PERCENTAGE (AMT X PCT)
- ------------------ ---------------- ------------ ---------- -----------
<S> <C> <C> <C> <C>
0....................... 10 $ 0 7% $ 0
1....................... 9 0 7 0
2....................... 8 0 6 0
3....................... 7 0 6 0
4....................... 6 0 5 0
5....................... 5 0 4 0
6....................... 4 0 3 0
7....................... 3 0 2 0
8 or more............... 1 and 2 3,000 0 0
</TABLE>

Step 3: Summing the resulting Amounts of Surrender Charge produces a total
Surrender Charge of $0.

Since there are no Purchase Payments such that 7 or less policy
anniversaries had passed since they were received, no part of the surrender
proceeds are subject to a Surrender Charge. Hence, no Surrender Charge is
assessed on this full surrender.

ILLUSTRATION 2

Suppose Purchase Payments of $2,000 are made at the beginning of every
Contract Year. No taxes are deducted from these Payments. In the middle of the
third Contract Year, a partial surrender of $500 is requested. Suppose the Cash
Value has grown to $7,000 at the time of the partial surrender request.

The Surrender Charge is determined as follows:

Step 1: Purchase Payments are allocated to the surrender amount, as
follows:

<TABLE>
<CAPTION>
NUMBER OF CONTRACT
ANNIVERSARIES AMOUNT AVAILABLE
SINCE AMOUNT FOR
PURCHASE PAYMENT CONTRACT YEAR ALLOCATED TO ALLOCATION TO
RECEIVED BY US PAYMENT RECEIVED SURRENDER FUTURE SURRENDERS
- ------------------ ---------------- ------------ -----------------
<S> <C> <C> <C>
0................................ 3 $ 0 $ 2,000
1................................ 2 0 2,000
2................................ 1 500 1,500
</TABLE>

A-3
<PAGE> 41

If the Contract is a Non-Qualified Contract --

Step 2: The Guaranteed Free Surrender Amount is calculated as up to 10% of
the Cash Value ($700) of the Non-Qualified Contract. Reduce the
resulting amount allocated to surrender ($500) by the Guaranteed
Free Surrender Amount ($700), and apply the Surrender Charge
Percentages as follows:

Step 3: Summing the resulting Amounts of Surrender Charge produces a total
Surrender Charge of $0.

The partial surrender will be allocated to $500 of payments made in the
first Contract Year. But since 10 percent of the Cash Value ($700) of the
Non-Qualified Contract could be surrendered under the Guaranteed Free Surrender
Amount Provision, the partial surrender of $500 could be withdrawn without a
surrender charge.

IF THE CONTRACT IS A QUALIFIED CONTRACT --

Step 2: The Guaranteed Free Surrender Amount is calculated as up to the
greater of 10% of the Cash Value ($700) of the Qualified Contract
or up to $10,000. Since the partial surrender requested is less
than $10,000 and less than 10% there is no surrender charge.

Since there is no Surrender Charge, the entire amount requested is
available under the Guaranteed Free Surrender Amount provision of the Qualified
Contract.

Assume that Purchase Payments of $2,000 have continually been made at the
beginning of each Contract Year, and that in the middle of the tenth Contract
Year, a partial surrender of $7,500 is requested. The Cash Value is $32,600 at
the time of the partial surrender request.

The Surrender Charge is determined as follows:

Step 1: Purchase Payments are allocated to the surrender amount, as
follows:

<TABLE>
<CAPTION>
NUMBER OF CONTRACT
ANNIVERSARIES
SINCE PURCHASE AMOUNT AMOUNT AVAILABLE
PAYMENT RECEIVED CONTRACT YEAR ALLOCATED TO FOR ALLOCATION TO
BY US PAYMENT RECEIVED SURRENDER FUTURE SURRENDERS
- ------------------ ---------------- ------------ -----------------
<S> <C> <C> <C>
0................................ 10 $ 0 $ 2,000
1................................ 9 0 2,000
2................................ 8 0 2,000
3................................ 7 0 2,000
4................................ 6 0 2,000
5................................ 5 0 2,000
6................................ 4 2,000 0
7................................ 3 2,000 0
8 (or more)...................... 1 and 2 3,500 0
</TABLE>

A-4
<PAGE> 42

IF THE CONTRACT IS A NON-QUALIFIED CONTRACT --

Step 2: The Guaranteed Free Surrender Amount is calculated as 10% of the
Cash Value ($3,260) of the Non-Qualified Contract. Reduce the
resulting amount allocated to surrender ($3,500) in Contract Years
1 and 2 by the Guaranteed Free Surrender Amount ($3,260), and apply
the Surrender Charge Percentages as follows:

<TABLE>
<CAPTION>
NUMBER OF CONTRACT
ANNIVERSARIES AMOUNT
SINCE PURCHASE AMOUNT SURRENDER SURRENDER
PAYMENT RECEIVED CONTRACT YEAR ALLOCATED TO CHARGE CHARGE (AMT
BY US PAYMENT RECEIVED SURRENDER PERCENGATE X PCT)
- ------------------ ---------------- ------------ ---------- -----------
<S> <C> <C> <C> <C>
6........................ 4 $2,000 3% $60
7........................ 3 2,000 2 40
8 (or more).............. 1 and 2 240 0 0
</TABLE>

Step 3: Summing the resulting Amounts of Surrender Charge produces a total
Surrender Charge of $100.

The Surrender Charge, plus the amount of the surrender is then deducted
from the remaining Cash Value of the Non-Qualified Contract, for a total
withdrawal of $7,600.

IF THE CONTRACT IS A QUALIFIED CONTRACT --

Step 2: The Guaranteed Free Surrender Amount is calculated as up to the
greater of 10% of the Cash Value ($3,260) of the Qualified Contract
or up to $10,000. Since the partial surrender requested is less
than $10,000 (although it is greater than 10 percent), there is no
surrender charge.

Since there is no Surrender Charge, the entire amount requested is
available under the Guaranteed Free Surrender Amount provision of the Qualified
Contract.

Assuming that in the middle of the twelfth Contract Year, a full surrender
with the full proceeds being settled under Settlement Option 3, Single Life
Income for 10 years certain and during the balance of the annuitant's lifetime,
payments of $2,000 have continuously been made at the beginning of each contract
year. The Cash Value at the time of the full surrender is $26,000. Since this
example assumes a full surrender is being made, the Annual Contract Charge
(currently $30) is deducted from the Cash Value, leaving a remaining Cash Value
of $25,970.

Since the full proceeds are being applied to Settlement Option 3, the
Surrender Charge is $0. The entire remaining Cash Value of $25,970 is applied to
the settlement option.

A-5
<PAGE> 43

THE VALUEMASTER

STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 1, 1995

INDIVIDUAL FLEXIBLE PAYMENT
VARIABLE ANNUITY CONTRACT

ISSUED BY

MONY AMERICA VARIABLE ACCOUNT A

AND

MONY LIFE INSURANCE COMPANY OF AMERICA

This Statement of Additional Information is not a prospectus, but it
relates to, and should be read in conjunction with, the prospectus dated May 1,
1995 for the Individual Flexible Payment Variable Annuity Contract ("Contract")
issued by MONY Life Insurance Company of America ("Company"). The prospectus is
available, at no charge, by writing the Company at 500 Frank W. Burr Boulevard,
Teaneck, New Jersey, 07666-6888, Mail Drop 76-18 or by calling 1-800-487-6669.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
ITEM PAGE
- -------------------------------------------------------------------------------------- ------
<S> <C>
MONY Life Insurance Company of America................................................ 1
Legal Opinion......................................................................... 1
Independent Accountants............................................................... 1
Federal Tax Status.................................................................... 1
Performance Data...................................................................... 4
Financial Statements.................................................................. F-1
</TABLE>

FORM NO. 13488 SL 5/95 33-20696
<PAGE> 44

MONY LIFE INSURANCE COMPANY OF AMERICA

MONY Life Insurance Company of America ("Company"), is a stock life
insurance company organized in the state of Arizona. The Company is the
corporate successor of Vico Credit Life Insurance Company, incorporated in
Arizona on March 6, 1969, re-named Vico Life Insurance Company on July 7, 1972,
and re-named Consumers National Life Insurance Company on December 22, 1977. The
Mutual Life Insurance Company of New York ("MONY") purchased Consumers National
Life Insurance Company on December 10, 1981 and changed the corporate name to
MONY Life Insurance Company of America. The Company is currently licensed to
sell life insurance in 49 states (not including New York), the District of
Columbia and Puerto Rico.

MONY is a mutual life insurance company organized under the laws of the
state of New York in 1842. The principal offices of both MONY and the Company
are at 1740 Broadway, New York, New York 10019. MONY had total assets under
management at the end of 1994 of approximately $17.7 billion. As of December 31,
1994, MONY had approximately $104.9 million invested in the Company to support
its insurance operations. MONY intends from time to time to make additional
capital contributions to the Company as needed to enable it to meet its reserve
requirements and expenses in connection with its business. Generally, MONY is
under no obligation to make such contributions, and its assets do not back the
benefits payable under the Contracts.

At May 1, 1995, the rating assigned to MONY by A.M. Best Company, Inc., an
independent insurance company rating organization, was A- (Excellent) based upon
an analysis of financial condition and operating performance through the end of
1993. At the same date, MONY Life Insurance Company of America was rated A- on
the same basis. The A.M. Best rating of the Company should be considered only as
bearing on the ability of the Company to meet its obligations under the
Contracts.

The Company has a service agreement with MONY whereby MONY provides the
Company with such personnel, facilities, etc., as are reasonably necessary for
the conduct of the Company's business. These services are provided on a cost
reimbursement basis. The Company intends to administer the Contract itself
utilizing the services provided by MONY as a part of the Service Agreement.

During 1994, the Company paid MONY $33,182,333 for all services provided
under the Service Agreement.

LEGAL OPINION

Legal matters relating to federal securities laws applicable to the issue
and sale of the Contract and all matters of Arizona law pertaining to the
Contract, including the validity of the Contract and the Company's right to
issue the Contract, have been passed upon by Willard G. Eldred, Esq., then Vice
President and Deputy General Counsel, MONY.

INDEPENDENT ACCOUNTANTS

The audited financial statements of the Company and the Variable Account
appearing on the following pages have been audited by Coopers & Lybrand L.L.P.,
independent accountants, and are included herein in reliance on the reports of
said firm given on the authority of that firm as experts in accounting and
auditing. Coopers & Lybrand's office is located at 1301 Avenue of the Americas,
New York, New York 10019.

FEDERAL TAX STATUS

INTRODUCTION

The Contract is designed for use to fund retirement plans which may or may
not be Qualified Plans under the provisions of the Internal Revenue Code (the
"Code"). The ultimate effect of federal income taxes on the Contract value, on
annuity payments, and on the economic benefit to the Contractholder, Annuitant,
or Beneficiary depends on the type of retirement plan for which the Contract is
purchased and upon the tax and

1
<PAGE> 45

employment status of the individual concerned. The discussion contained herein
is general in nature and is not intended as tax advice. Each person concerned
should consult a competent tax adviser. No attempt is made to consider any
applicable state or other tax laws. Moreover, the discussion herein is based
upon the Company's understanding of current federal income tax laws as they are
currently interpreted. No representation is made regarding the likelihood of
continuation of those current federal income tax laws or of the current
interpretations by the Internal Revenue Service.

TAXATION OF ANNUITIES IN GENERAL

Section 72 of the Code governs taxation of annuities in general. Except in
the case of certain corporate and other non-individual Contractholders, there
are no income taxes on increases in the value of a Contract until a distribution
occurs, in the form of a full surrender, a partial surrender, a death benefit,
an assignment or gift of the Contract, or as annuity payments.

SURRENDERS, DEATH BENEFITS, ASSIGNMENTS AND GIFTS

A Contractholder who fully surrenders his or her Contract is taxed on the
portion of the payment that exceeds his or her cost basis in the Contract. For
Non-Qualified Contracts, the cost basis is generally the amount of the Purchase
Payments made for the Contract, and the taxable portion of the surrender payment
is taxed as ordinary income. For Qualified Contracts, the cost basis is
generally zero, except to the extent of non-deductible employee contributions,
and the taxable portion of the surrender payment is generally taxed as ordinary
income subject to special elective 5-year (and, for certain eligible persons,
10-year) income averaging in the case of certain Qualified Contracts. A
Beneficiary entitled to receive a lump sum death benefit upon the death of the
Annuitant is taxed on the portion of the amount that exceeds the
Contractholder's cost basis in the Contract. If the Beneficiary elects to
receive annuity payments within 60 days of the Annuitant's death, different tax
rules apply. (See "Annuity Payments" below.)

Partial surrenders received under Non-Qualified Contracts prior to
annuitization are first included in gross income to the extent Surrender Value
exceeds Purchase Payments less prior nontaxable distributions, and the balance
is treated as a nontaxable return of principal to the Contractholder. For
partial surrenders under a Qualified Contract, payments are generally prorated
between taxable income and nontaxable return of investment.

There are special rules for Qualified Plans or contracts involving 85
percent or more employee contributions. Since the cost basis of Qualified
Contracts is generally zero, however, partial surrender amounts will generally
be fully taxed as ordinary income.

A Contractholder who assigns or pledges a Non-Qualified Contract is treated
as if he or she had received the amount assigned or pledged and thus is subject
to taxation under the rules applicable to surrenders. A Contractholder who gives
away the Contract (i.e., transfers it without full and adequate consideration)
to anyone other than his or her spouse is treated for income tax purposes as if
he or she had fully surrendered the Contract.

ANNUITY PAYMENTS

The non-taxable portion of each annuity payment is determined by an
"exclusion ratio" formula which establishes the ratio that the cost basis of the
Contract bears to the total expected value of annuity payments for the term of
the annuity. The remaining portion of each payment is taxable. Such taxable
portion is taxed at ordinary income rates. For Qualified Contracts, the cost
basis is generally zero. With annuity payments based on life contingencies, the
payments will become fully taxable once the Annuitant lives longer than the life
expectancy used to calculate the non-taxable portion of the prior payments.
Conversely, a tax deduction in the Annuitant's last taxable year, equal to the
unrecovered cost basis, is available if the Annuitant does not live to life
expectancy.

2
<PAGE> 46

PENALTY TAX

Payments received by Contractholders, Annuitants, and Beneficiaries under
both Qualified and Non-Qualified Contracts may be subject to both ordinary
income taxes and a penalty tax equal to 10 percent of the amount received that
is includable in income. The penalty is not imposed on amounts received: (a)
after the taxpayer attains age 59 1/2; (b) in a series of substantially equal
payments made for life or life expectancy following separation from service; (c)
after the death of the Contractholder (or, where the Contractholder is not a
human being, the death of the Annuitant); (d) if the taxpayer is totally
disabled; (e) upon early retirement under the plan after the taxpayer's
attainment of age 55; or (f) which are used for certain medical care expenses.
Exceptions (e) and (f) do not apply to Individual Retirement Accounts and
Annuities and Non-Qualified Contracts. An additional exception for Non-Qualified
Contracts is amounts received as an immediate annuity.

INCOME TAX WITHHOLDING

The Company is required to withhold federal, and, where applicable, state,
income taxes on taxable amounts paid under the Contract unless the recipient
elects not to have withholding apply. The Company will notify recipients of
their right to elect not to have withholding apply.

2. Required by the Code upon the participant's attainment of age
70 1/2 or death.

DIVERSIFICATION STANDARDS

The United States Secretary of the Treasury has the authority to set
standards for diversification of the investments underlying variable annuity
contracts (other than pension plan contracts). The Secretary of the Treasury has
issued certain regulations. Further regulations may be issued. The Fund is
designed to be managed to meet the diversification requirements for the Contract
as those requirements may change from time to time. The Company intends to
satisfy those requirements so that the Contract will be treated as an annuity
contract.

The Secretary of the Treasury has announced that he expects to issue
regulations or Revenue Rulings that will prescribe the circumstances in which a
Contractholder's control of the investments of a segregated asset account may
cause the Contractholder, rather than the insurance company, to be treated as
the owner of the assets of the account. The regulations or Revenue Rulings could
impose requirements that are not reflected in the Contract. The Company,
however, has reserved certain rights to alter the Contract and investment
alternatives so as to comply with such regulations or Revenue Rulings. Since the
regulations or Revenue Rulings have not been issued, there can be no assurance
as to the content of such regulations or Revenue Rulings or even whether
application of the regulations or Revenue Rulings will be prospective. For these
reasons, Contractholders are urged to consult with their own tax advisers.

3
<PAGE> 47

QUALIFIED PLANS

The Contract is designed for use with several types of Qualified Plans. The
tax rules applicable to participants in such Qualified Plans vary according to
the type of plan and the terms and conditions of the plan itself. Moreover, many
of these tax rules were changed by the Tax Reform Act of 1986. Therefore, no
attempt is made herein to provide more than general information about the use of
the Contract with the various types of Qualified Plans. Participants under such
Qualified Plans as well as Contractholders, Annuitants, and Beneficiaries are
cautioned that the rights of any person to any benefits under such Qualified
Plans may be subject to the terms and conditions of the plans themselves,
regardless of the terms and conditions of the Contract issued in connection
therewith. Following are brief descriptions of the various types of Qualified
Plans and of the use of the Contract in connection therewith. Purchasers of the
Contract should seek competent advice concerning the terms and conditions of the
particular Qualified Plan and use of the Contract with that plan.

TAX-SHELTERED ANNUITIES

Section 403(b) of the Code permits public school employees and employees of
certain types of charitable organizations specified in Section 501(c)(3) of the
Code and certain educational organizations to purchase annuity contracts and,
subject to certain contribution limitations, exclude the amount of Purchase
Payments from gross income for tax purposes. However, such Purchase Payments may
be subject to Social Security (FICA) taxes. These annuity contracts are commonly
referred to as "Tax-Sheltered Annuities." Effective January 1, 1989, the
Contracts have been withdrawn from sale to Qualified Plans which intend to
qualify for federal income tax advantages available under Section 403(b). H.R.
10 Plans.

The Self-Employed Individuals Tax Retirement Act of 1962, as amended, which
is commonly referred to as "H.R. 10," permits self-employed individuals to
establish Qualified Plans for themselves and their employees. The tax
consequences to participants under such plans depend upon the plan itself. In
addition, such plans are limited by law to maximum permissible contributions,
distribution dates, and tax rates applicable to distributions. In order to
establish such a plan, a plan document, usually in prototype form preapproved by
the Internal Revenue Service, is adopted and implemented by the employer.

INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES

Section 408 of the Code permits eligible individuals to contribute to
individual retirement programs known as "Individual Retirement Accounts" and
"Individual Retirement Annuities." These Individual Retirement Accounts and
Annuities are subject to limitations on the amounts which may be contributed,
the persons who may be eligible, and on the time when distributions may
commence. In addition, distributions from certain types of Qualified Plans may
be placed on a tax-deferred basis into an Individual Retirement Account or
Annuity.

CORPORATE PENSION AND PROFIT-SHARING PLANS

Sections 401(a) and 403(a) of the Code permit corporate employers to
establish various types of retirement plans for employees. Such retirement plans
may permit the purchase of the Contract to provide benefits under the plans.

CERTAIN GOVERNMENTAL ENTITIES

Section 457 of the Code permits certain governmental entities to establish
deferred contribution plans. Such deferred contribution plans may permit the
purchase of the Contract to provide benefits under the plans.

PERFORMANCE DATA

The Equity, Small Cap, Managed, Bond, and Money Market Subaccounts will be
used to purchase shares of the corresponding portfolios of the Quest for Value
Accumulation Trust. Those portfolios will be managed according to the same
investment objectives, policies, and techniques as the portfolios of the same

4
<PAGE> 48

name of the Enterprise Accumulation Trust, the shares of which were previously
available for purchase by the Company with purchase payments made by ValueMaster
Contractholders. The performance shown below should not be taken as an
indication of future performance of the portfolios of the Quest for Value
Accumulation Trust.

Shares of the Enterprise Accumulation Trust were redeemed in kind at the
close of business on September 16, 1994, and the assets received were used to
purchase shares of the Quest for Value Accumulation Trust (see "The
Substitution" at page of the Prospectus and "The Substitution" at page of
the accompanying prospectus for the Quest for Value Accumulation Trust).

MONEY MARKET SUBACCOUNT

For the seven-day period ended December 31, 1994, the yield was 4.19% and
the effective yield was 4.28%.

The yield is calculated by dividing the result of subtracting the value of
one Unit at the end of the seven day period ("Seventh Day Value") from the value
of one Unit at the beginning of the seven day period ("First Day Value") by the
First Day Value (the resulting quotient being the "Base Period Return") and
multiplying the Base Period Return by 365 divided by 7 to obtain the annualized
yield.

The effective yield was calculated by compounding the Base Period Return
calculated in accordance with the preceding paragraph, adding 1 to the Base
Period Return, raising that sum to a power equal to 365 divided by 7 and
subtracting 1 from the result.

As the Money Market Subaccount invests only in shares of the Money Market
Portfolio of the Fund, the First Day Value reflects the per share net asset
value of the Money Market Portfolio (which will normally be $1.00) and the
number of shares of the Money Market Portfolio of the Fund held in the Money
Market Subaccount. The Seventh Day Value reflects increases or decreases in the
number of shares of the Money Market Portfolio of the Fund held in the Money
Market Subaccount due to the declaration of dividends (in the form of shares and
including dividends (in the form of shares) on shares received as dividends) of
the net investment income and the daily charges and deductions from the
Subaccount for mortality and expense risks and a deduction for the Annual
Contract Charge imposed on each Contract Anniversary which has been prorated to
reflect the shortened 7-day period and allocated to the Money Market Subaccount
in the proportion that the total value of the Money Market Subaccount bore to
the total value of the Variable Account at the end of the period indicated. Net
investment income reflects earnings on investments less expenses of the Fund
including the Investment Advisory Fee (which for calculating the yield and
effective yield quoted above is assumed to be .40 percent, the fee which would
be charged based upon the amount of assets under management on the last day of
the period for which the quoted yield is stated). Not reflected in either the
yield or effective yield are surrender charges, which will not exceed 7% of
total Purchase Payments made in the Contract Year of surrender and the preceding
7 Contract Years.

5
<PAGE> 49

SUBACCOUNTS OTHER THAN MONEY MARKET SUBACCOUNT

TOTAL RETURN:

The total return for the Subaccounts other than the Money Market
Subaccount, assuming full surrender of the Contract for cash at the end of the
period, is shown in the table below. This table does not reflect the impact of
the tax laws, if any, on total return as a result of the surrender.

MONY AMERICA VARIABLE ACCOUNT A
TOTAL RETURN
(ASSUMING $1,000 PAYMENT AT BEGINNING OF
PERIOD AND SURRENDER AT END OF PERIOD)

<TABLE>
<CAPTION>
FOR THE PERIOD SINCE INCEPTION
THROUGH DECEMBER 31, 1994
SUBACCOUNT (AVERAGE ANNUAL)
-------------------------------------------------------------------------------
<S> <C>
Equity........................................... -27.78%
Small Cap........................................ -22.77%
Bond............................................. -21.93%
Managed.......................................... -33.14%
</TABLE>

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

Although MONY America Variable Account A commenced operations on November 25,
1987, the Subaccounts shown above became available for allocation on September
17, 1994. Total return for the period since inception reflects the total return
since that date. Total return is not indicative of future performance.

The table above assumes that a $1,000 payment was made to each Subaccount
at the beginning of the period shown, that no further payments were made, that
any distributions from the corresponding Portfolio of the Fund were reinvested,
and that the Contractholder surrendered the Contract for cash, rather than
electing commencement of annuity benefits in the form of one of the Settlement
Options available, at the end of the period shown. The total return percentages
shown in the table reflect the historical rates of return, deductions for all
charges, expenses, and fees of both the Fund (including the Investment Advisory
Fee described in the Prospectus (see "Investment Advisory Fee" at page 22)) and
the Variable Account which would be imposed on the payment assumed, including a
contingent deferred sales (Surrender) charge imposed as a result of the full
surrender and a deduction for the Annual Contract Charge imposed on each
Contract Anniversary and upon full surrender and allocated to each Subaccount in
the proportion that the total value of that Subaccount bore to the total value
of the Variable Account at the end of the period indicated. Total return since
inception is annualized.

The total return for the Subaccounts other than the Money Market
Subaccounts since inception of those Subaccounts (September 17, 1994), assuming
that the Contracts remain in force throughout the period, is shown in the table
below.

MONY AMERICA VARIABLE ACCOUNT A
TOTAL RETURN
(ASSUMING $1,000 PAYMENT AT BEGINNING OF
PERIOD AND CONTRACT CONTINUES IN FORCE)

<TABLE>
<CAPTION>
FOR THE PERIOD SINCE INCEPTION
THROUGH DECEMBER 31, 1994
SUBACCOUNT (AVERAGE ANNUAL)
------------------------------------------------------------------------------------
<S> <C>
Equity................................................ -9.17%
Small Cap............................................. -3.33%
Bond.................................................. -2.35%
Managed............................................... -15.45%
</TABLE>

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

6
<PAGE> 50

The table above reflects the same assumptions and results as the table
appearing on page 6, except that no contingent deferred sales (surrender) charge
has been deducted. The data reflected in the table above reflects the total
return a Contractholder would have received during that period if he did not
surrender his Contract.

In addition to the total returns shown above, total returns may also be
shown for the average purchase payment made by a purchaser of the Contract. For
1994, this amount was $25,000. The following tables show total returns
calculated on the same basis as the two tables above, except that the purchase
payment is $25,000.

MONY AMERICA VARIABLE ACCOUNT A
TOTAL RETURN
(ASSUMING $25,000 PAYMENT AT BEGINNING OF
PERIOD AND SURRENDER AT END OF PERIOD)

<TABLE>
<CAPTION>
FOR THE PERIOD SINCE INCEPTION
THROUGH DECEMBER 31, 1994
SUBACCOUNT (AVERAGE ANNUAL)
------------------------------------------------------------------------------------
<S> <C>
Equity................................................ -27.78%
Small Cap............................................. -22.27%
Bond.................................................. -21.93%
Managed............................................... -33.14%
</TABLE>

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

MONY AMERICA VARIABLE ACCOUNT A
TOTAL RETURN
(ASSUMING $25,000 PAYMENT AT BEGINNING OF
PERIOD AND CONTRACT CONTINUES IN FORCE)

<TABLE>
<CAPTION>
FOR THE PERIOD SINCE INCEPTION
THROUGH DECEMBER 31, 1994
SUBACCOUNT (AVERAGE ANNUAL)
------------------------------------------------------------------------------------
<S> <C>
Equity................................................ -9.17%
Small Cap............................................. -3.33%
Bond.................................................. -2.35%
Managed............................................... -15.45%
</TABLE>

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

30-DAY YIELD:

The 30-day yield for each of the Subaccounts other than the Money Market
Subaccount is shown in the table below.

MONY AMERICA VARIABLE ACCOUNT A
YIELD FOR 30-DAY PERIOD

<TABLE>
<CAPTION>
YIELD FOR 30 DAYS ENDED EQUITY SMALL CAP BOND MANAGED
---------------------------------------------- ------ --------- ----- -------
<S> <C> <C> <C> <C>
DECEMBER 31, 1994............................. .65% -.27% 4.92% 1.35%
</TABLE>

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

The 30-day yield is not indicative of future results.

The yield shown in the table above is computed by subtracting from the net
investment income of the corresponding Portfolio of the Fund charges and
expenses imposed by the Variable Account and dividing the result by the value of
the Subaccount. For the Equity and Small Cap Portfolios and for the stocks and
equity

7
<PAGE> 51

securities of the Managed Portfolio of the Fund, net investment income is the
net of the dividends accrued (1/360 of the stated dividend rate multiplied by
the number of days the particular security is in the Portfolio) on all equity
securities during the 30-day period and expenses accrued for the period. It does
not reflect capital gains or losses. For the Bond Portfolio and the debt
obligations held by the Managed Portfolio of the Fund, net investment income is
the net of interest earned on the obligation held by the Portfolio and expenses
accrued for the period. Interest earned on the obligation is determined by (i)
computing the yield to maturity based on the market value of each obligation
held in the corresponding Portfolio at the close of business on the thirtieth
day of the period (or as to obligations purchased during that 30-day period,
based on the purchase price plus accrued interest); (ii) dividing the yield to
maturity for each obligation by 360; (iii) multiplying that quotient by the
market value of each obligation (including actual accrued interest) for each day
of the subsequent 30-day month that the obligation is in the Portfolio; and (iv)
totaling the interest on each obligation. Discount or premium amortization is
recomputed at the beginning of each 30-day period and with respect to discount
and premium on mortgage or other receivables-backed obligations subject to
monthly payment of principal and interest, discount and premium is amortized on
the remaining security, based on the cost of the security, to the weighted
average maturity date, if available, or to the remaining term of the security,
if the weighted average maturity date is not available. Gain or loss
attributable to actual monthly paydowns is reflected as an increase or decrease
in interest income during that period.

The yield shown reflects deductions for all charges, expenses, and fees of
both the Fund and the Variable Account other than the contingent deferred sales
(surrender) charge. The surrender charge will not exceed 7% of total Purchase
Payments made in the Contract Year of surrender and the preceding 7 Contract
Years.

Net investment income of the corresponding Portfolio less all charges and
expenses imposed by the Variable Account is divided by the product of the
average daily number of Units outstanding and the value of one Unit on the last
day of the period. The sum of the quotient and 1 is raised to the 6th power, 1
is subtracted from the result, and then multiplied by 2.

NON-STANDARDIZED PERFORMANCE DATA:

From time to time, average annual total return or other performance data
may also be advertised in non-standardized formats. Non-standard performance
data will be accompanied by standard performance data, and the period covered or
other non-standard feature will be disclosed.

8
<PAGE> 52

YEAR TO DATE TOTAL RETURN:

The tables below show total returns for the year to date (January 1, 1995
to February 10, 1995) which have not been annualized and which assume,
respectively, a $1,000 and a $25,000 payment made at the beginning of the period
and reflecting the same assumptions and results as the table appearing on page
6, except, in the case of the column headed "Contract Continues In Force," no
contingent deferred sales (surrender) charge or annual contract charge has been
deducted:

MONY AMERICA VARIABLE ACCOUNT A YEAR TO DATE TOTAL RETURN
(JANUARY 1 TO FEBRUARY 10, 1995)
ASSUMING $1,000 PAYMENT AT BEGINNING OF PERIOD

<TABLE>
<CAPTION>
CERTIFICATE
SURRENDER AT CONTINUES
SUBACCOUNT END OF PERIOD IN FORCE
--------------------------------------------------- ------------- -----------
<S> <C> <C>
Equity............................................. -1.14% 6.04%
Managed............................................ -.65% 7.39%
Small Cap.......................................... -8.75% -1.63%
Bond............................................... -5.87% 1.53%
</TABLE>

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

MONY AMERICA VARIABLE ACCOUNT A YEAR TO DATE TOTAL RETURN
(JANUARY 1 TO FEBRUARY 10, 1995)
(ASSUMING $25,000 PAYMENT AT BEGINNING OF PERIOD)

<TABLE>
<CAPTION>
CERTIFICATE
SURRENDER AT CONTINUES
SUBACCOUNT END OF PERIOD IN FORCE
--------------------------------------------------- ------------- -----------
<S> <C> <C>
Equity............................................. -.26% 6.04%
Managed............................................ 1.07% 7.39%
Small Cap.......................................... -7.98% -1.63%
Bond............................................... -4.80% 1.53%
</TABLE>

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

FINANCIAL STATEMENTS

The financial statements of the Company should be distinguished from the
financial statements of the Variable Account. The financial statements of the
Company should be considered only as bearing upon the ability of the Company to
meet its obligations under the Contracts and should not be considered as bearing
on the investment performance of the assets held in the Variable Account.

9
<PAGE> 53

FINANCIAL STATEMENTS AND NOTES TO FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
With respect to MONY America Variable Account A
Report of Independent Accountants................................................... F-2
Statements of assets and liabilities as of December 31, 1994........................ F-3
Statements of operations for the year ended December 31, 1994....................... F-6
Statements of changes in net assets for the years ended December 31, 1994 and
1993............................................................................. F-9
Notes to financial statements....................................................... F-12
With respect to MONY Life Insurance Company of America:
Report of Independent Accountants................................................... F-17
Balance Sheets as of December 31, 1994 and 1993..................................... F-18
Statements of operations for the years ended December 31, 1994 and 1993............. F-19
Statements of capital and surplus for the years ended December 31, 1994 and 1993.... F-20
Statements of cash flows for the years ended December 31, 1994 and 1993............. F-21
Notes to financial statements....................................................... F-22
</TABLE>

F-1
<PAGE> 54

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of

MONY Life Insurance Company of America and the

Contractholders of MONY America Variable Account A

We have audited the accompanying statements of assets and liabilities of
MONY America Variable Account A (comprising, respectively, the MONY Series Fund,
Inc.'s Equity Growth, Equity Income, Intermediate Term Bond, Long Term Bond,
Diversified, Money Market and Government Securities Subaccounts, the Quest for
Value Accumulation Trust's Money Market Bond, Equity, Small Cap, and Managed
Subaccounts, and the Enterprise Accumulation Trust's Equity, Small Cap, Managed
(formerly, three of the subaccounts constituting the Quest for Value
Accumulation Trust), International Growth and High Yield Bond Subaccounts) as of
December 31, 1994, the related statements of operations for the year then ended
for all of the subaccounts except MONY Series Fund's Government Securities for
which the period is from November 22, 1994 (commencement of operations) to
December 31, 1994, Quest for Value Accumulation Trust's Subaccounts for which
the period is from September 17, 1994 (commencement of operations) to December
31, 1994 and the Enterprise Accumulation Trust's International Growth and High
Yield Bond Subaccounts for which the periods are from November 23, 1994 and
November 28, 1994, respectively (commencement of operations) to December 31,
1994 and the statements of changes in net assets for each of the two years in
the period then ended or for the periods as described above. These financial
statements are the responsibility of MONY America's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1994 by correspondence with
the custodian. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of each of the respective
subaccounts constituting MONY America Variable Account A as of December 31,
1994, and the results of their operations and the changes in their net assets
for each of the periods referred to above, in conformity with generally accepted
accounting principles.

COOPERS & LYBRAND L.L.P.

New York, New York

February 21, 1995

F-2
<PAGE> 55

MONY AMERICA

VARIABLE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1994

<TABLE>
<CAPTION>
MONY SERIES FUND, INC.
-----------------------------------------------------------------------------------------------
EQUITY EQUITY INTERMEDIATE LONG TERM MONEY GOVERNMENT
GROWTH INCOME TERM BOND BOND DIVERSIFIED MARKET SECURITIES
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT TOTAL
---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments in MONY Series
Fund, Inc., at net asset
value (Notes 2 and 5) (total
cost $145,054,547)........... $942,738 $975,023 $26,210,866 $36,139,511 $1,575,388 $71,343,027 $174,155 $137,360,708
Amount due from (to) MONY
America...................... 0 0 (32,287) (3,629) (30) 483,004 5,000 452,058
---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
Total assets............... 942,738 975,023 26,178,579 36,135,882 1,575,358 71,826,031 179,155 137,812,766
---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
LIABILITIES
Amount due to (from) MONY
Series Fund, Inc. ........... 0 0 (32,287) (3,629) (30) 483,004 5,000 452,058
---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
Net Assets..................... $942,738 $975,023 $26,210,866 $36,139,511 $1,575,388 $71,343,027 $174,155 $137,360,708
========= ========= ========== ========== ========= ========== ========= ===========
Net assets consist of:
Contractholders' net
payments................... $498,569 $436,588 $24,969,161 $34,227,876 $ 841,365 $67,038,792 $174,231 128,186,582
Accumulated net investment
income..................... 100,993 356,167 3,584,340 6,916,864 556,572 4,304,235 828 15,819,999
Accumulated net realized
gains on investments....... 271,634 144,708 95,889 389,535 146,200 0 0 1,047,966
Unrealized appreciation
(depreciation) of
investments................ 71,542 37,560 (2,438,524) (5,394,764) 31,251 0 (904) (7,693,839)
---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
Net Assets..................... $942,738 $975,023 $26,210,866 $36,139,511 $1,575,388 $71,343,027 $174,155 $137,360,708
========= ========= ========== ========== ========= ========== ========= ===========
Number of units outstanding*... 46,927 51,336 1,753,781 2,245,807 90,907 5,304,884 17,347
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net asset value per unit
outstanding.................. $ 20.09 $ 18.99 $ 14.95 $ 16.09 $ 17.33 $ 13.45 $ 10.04
========= ========= ========== ========== ========= ========== =========
</TABLE>

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

* Units outstanding have been rounded for presentation purposes.

See notes to financial statements.

F-3
<PAGE> 56

MONY AMERICA

VARIABLE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1994

<TABLE>
<CAPTION>
ENTERPRISE ACCUMULATION TRUST
---------------------------------------------------------------------------------
INTERNATIONAL HIGH YIELD
EQUITY SMALL CAP MANAGED GROWTH BOND
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT TOTAL
---------- ----------- ----------- ------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments in Enterprise Accumulation
Trust at net asset value (Notes 2 and
5) (total cost $801,647,367).......... $75,779,020 $128,761,504 $603,666,958 $2,062,650 $270,062 $810,540,194
Amount due from MONY America............ 23,877 7,238 97,016 2,190 0 130,321
---------- ----------- ----------- ------------- ---------- -----------
Total assets........................ 75,802,897 128,768,742 603,763,974 2,064,840 270,062 810,670,515
---------- ----------- ----------- ------------- ---------- -----------
LIABILITIES
Amount due to Enterprise Accumulation
Trust................................. 23,877 7,238 97,016 2,190 0 130,321
---------- ----------- ----------- ------------- ---------- -----------
Net Assets.............................. $75,779,020 $128,761,504 $603,666,958 $2,062,650 $270,062 $810,540,194
========== =========== =========== =========== ========== ===========
Net assets consist of:
Contractholders' net payments....... $65,142,117 $116,227,707 $530,103,044 $2,044,842 $268,252 713,785,962
Accumulated net investment income
(losses).......................... 1,925,134 7,333,613 25,483,124 (1,224) 1,409 34,742,056
Accumulated net realized gains
(losses) on investments........... 6,083,471 4,921,688 42,114,384 (193) (1) 53,119,349
Unrealized appreciation of
investments....................... 2,628,298 278,496 5,966,406 19,225 402 8,892,827
---------- ----------- ----------- ------------- ---------- -----------
Net Assets.............................. $75,779,020 $128,761,504 $603,666,958 $2,062,650 $270,062 $810,540,194
========== =========== =========== =========== ========== ===========
Number of units outstanding*............ 3,865,965 5,924,266 24,924,610 208,202 26,870
---------- ----------- ----------- ------------- ----------
Net asset value per unit outstanding.... $ 19.60 $ 21.73 $ 24.22 $ 9.91 $ 10.05
========== =========== =========== =========== ==========
</TABLE>

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

* Units outstanding have been rounded for presentation purposes.

See notes to financial statements.

F-4
<PAGE> 57

MONY AMERICA

VARIABLE ACCOUNT A

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1994

<TABLE>
<CAPTION>
QUEST FOR VALUE ACCUMULATION TRUST
----------------------------------------------------------------------------
MONEY
MARKET BOND EQUITY SMALL CAP MANAGED
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT TOTAL
---------- ---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments in Quest for Value Accumulation
Trust at net asset value (Notes 2 and 5)
(total cost $49,422,676)..................... $2,944,097 $2,796,929 $2,540,774 $4,238,796 $35,130,960 $47,651,556
Amount due from MONY America................... 0 0 0 0 30 30
---------- ---------- ---------- ---------- ----------- -----------
Total assets................................. 2,944,097 2,796,929 2,540,774 4,238,796 35,130,990 47,651,586
---------- ---------- ---------- ---------- ----------- -----------
LIABILITIES
Amount due to Quest for Value Accumulation
Trust........................................ 0 0 0 0 30 30
---------- ---------- ---------- ---------- ----------- -----------
Net Assets..................................... $2,944,097 $2,796,929 $2,540,774 $4,238,796 $35,130,960 $47,651,556
========== ========== ========== ========== =========== ===========
Net assets consist of:
Contractholders' net payments................ $2,919,633 $2,817,174 $2,613,151 $4,278,923 $36,909,083 $49,537,964
Accumulated net investment income (losses)... 24,464 40,971 (9,223) (14,967) (129,227) (87,982)
Accumulated net realized gains (losses) on
investments................................ 0 (2,166) (1,266) (2,448) (21,426) (27,306)
Unrealized depreciation of investments....... 0 (59,050) (61,888) (22,712) (1,627,470) (1,771,120)
---------- ---------- ---------- ---------- ----------- -----------
Net Assets..................................... $2,944,097 $2,796,929 $2,540,774 $4,238,796 $35,130,960 $47,651,556
========== ========== ========== ========== =========== ===========
Number of units outstanding*................... 234,062 198,239 129,693 197,050 1,449,807
---------- ---------- ---------- ---------- -----------
Net asset value per unit outstanding........... $ 12.58 $ 14.11 $ 19.59 $ 21.51 $ 24.23
========== ========== ========== ========== ===========
</TABLE>

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

* Units outstanding have been rounded for presentation purposes.

See notes to financial statements.

F-5
<PAGE> 58

MONY AMERICA

VARIABLE ACCOUNT A

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
MONY SERIES FUND, INC.
------------------------------------------------------------------------
EQUITY EQUITY INTERMEDIATE LONG TERM
GROWTH INCOME TERM BOND BOND DIVERSIFIED
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
------------ ------------ ------------ ------------ ------------
FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1994 1994 1994 1994
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Dividend income...................... $ 24,703 $ 60,569 $1,521,904 $2,676,253 $ 54,229
Mortality and expense
risk charges (Note 3)............... (12,115) (12,587) (339,184) (520,893) (19,804)
-------- --------- ---------- ---------- --------
Net investment income................ 12,588 47,982 1,182,720 2,155,360 34,425
-------- --------- ---------- ---------- --------
Realized and unrealized gains
(losses) on investments (Note 2):
Proceeds from sales............... 163,878 119,154 9,637,019 25,940,898 185,169
Cost of shares sold............... 127,724 96,828 9,919,759 26,774,645 165,986
-------- --------- ---------- ---------- --------
Net realized gains (losses)
on investments...................... 36,154 22,326 (282,740) (833,747) 19,183
Net decrease in unrealized
appreciation of investments......... (41,034) (76,424) (1,651,723) (4,797,147) (58,060)
-------- --------- ---------- ---------- --------
Net realized and unrealized
losses on investments............... (4,880) (54,098) (1,934,463) (5,630,894) (38,877)
-------- --------- ---------- ---------- --------
Net increase (decrease) in net
assets resulting from operations.... $ 7,708 $ (6,116) $ (751,743) $(3,475,534) $ (4,452)
======== ========= ========== ========== ========

<CAPTION> MONY SERIES FUND, INC.
----------------------------------------------
GOVERNMENT
SECURITIES
SUBACCOUNT
-------------
FOR THE
PERIOD
MONEY NOVEMBER 22,
MARKET 1994 TOTAL
SUBACCOUNT (COMMENCEMENT ---------------
------------ OF FOR THE
FOR THE OPERATIONS) VARIOUS PERIODS
YEAR ENDED THROUGH ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1994 1994
------------ ------------- ---------------
<S> <C> <C> <C>
Dividend income...................... $1,981,188 $ 900 $ 6,319,746
Mortality and expense
risk charges (Note 3)............... (628,748) (72) (1,533,403)
----------- ----- -------------
Net investment income................ 1,352,440 828 4,786,343
----------- ----- -------------
Realized and unrealized gains
(losses) on investments (Note 2):
Proceeds from sales............... 313,829,852 72 349,876,042
Cost of shares sold............... 13,829,852 72 350,914,866
------------ ----- -------------

Net realized gains (losses)
on investments...................... 0 0 (1,038,824)
Net decrease in unrealized
appreciation of investments......... 0 (904) (6,625,292)
---------- ----- -------------
Net realized and unrealized
losses on investments............... 0 (904) (7,664,116)
---------- ----- -------------
Net increase (decrease) in net
assets resulting from operations.... $1,352,440 $ (76) $(2,877,773)
========== ========= =============

</TABLE>

See notes to financial statements.

F-6
<PAGE> 59

MONY AMERICA

VARIABLE ACCOUNT A

STATEMENTS OF OPERATIONS (CONTINUED)

<TABLE>
<CAPTION>
ENTERPRISE ACCUMULATION TRUST
--------------------------------------------------------------------------
MONEY MARKET BOND
SUBACCOUNT SUBACCOUNT
------------- ------------- EQUITY SMALL CUP MANAGED
FOR THE FOR THE SUBACCOUNT SUBACCOUNT SUBACCOUNT
PERIOD PERIOD ------------ ------------ ------------
JANUARY 1, JANUARY 1, FOR THE FOR THE FOR THE
1994 THROUGH 1994 THROUGH YEAR ENDED YEAR ENDED YEAR ENDED
SEPTEMBER 16, SEPTEMBER 16, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1994 1994 1994 1994
------------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Dividend income............................. $ 67,572 $ 236,254 $1,692,899 $ 6,323,995 $ 24,471,447
Mortality and expense risk charges
(Note 3)................................... (29,232) (27,176) (856,986) (1,459,603) (6,968,784)
--------- --------- ---------- ----------- ------------
Net investment income (losses).............. 38,340 209,078 835,913 4,864,392 17,502,663

Realized and unrealized gains
(losses) on investments (Note 2):
Proceeds from sales...................... 6,741,453 3,231,552 14,555,640 35,840,464 111,681,455
Cost of shares sold...................... 6,741,453 3,578,920 11,974,702 33,785,645 91,039,638
--------- --------- ---------- ----------- ------------
Net realized gains (losses) on
investments................................ 0 (347,368) 2,580,938 2,054,819 20,641,817
Net increase (decrease) in unrealized
appreciation of investments................ 0 0 (1,808,298) (8,145,294) (32,810,120)
--------- --------- ---------- ----------- ------------
Net realized and unrealized (gains)
losses on investments...................... 0 (347,368) 772,640 (6,090,475) (12,168,303)
--------- --------- ---------- ----------- ------------
Net increase (decrease) in net assets
resulting from operations.................. $ 38,340 $(138,290) $1,608,553 $(1,226,083) $ 5,334,360
========= ========= ========== =========== ============

<CAPTION>
ENTERPRISE ACCUMULATION TRUST
----------------------------------------------

GROWTH BOND
SUBACCOUNT SUBACCOUNT
------------- -------------
FOR THE FOR THE
PERIOD PERIOD
NOVEMBER 23, NOVEMBER 28,
1994 1994 TOTAL
(COMMENCEMENT (COMMENCEMENT --------------
OF OF FOR THE
OPERATIONS) OPERATIONS) VARIOUS PERIOD
THROUGH THROUGH ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1994 1994
------------- ------------- --------------
<S> <C> <C> <C>
Dividend income............................. $ 0 $ 1,588 $ 32,793,755
Mortality and expense risk charges
(Note 3)................................... (1,224) (179) (9,343,184)
--------- ------- -------------
Net investment income (losses).............. (1,224) 1,409 23,450,571
--------- ------- -------------
Realized and unrealized gains
(losses) on investments (Note 2):
Proceeds from sales...................... 117,106 483 172,168,153
Cost of shares sold...................... 117,299 484 147,238,141
--------- ------- -------------
Net realized gains (losses) on
investments................................ (193) (1) 24,930,012
Net increase (decrease) in unrealized
appreciation of investments................ 19,225 402 (42,744,085)
--------- ------- -------------
Net realized and unrealized (gains)
losses on investments...................... 19,032 401 (17,814,073)
--------- ------- -------------
Net increase (decrease) in net assets
resulting from operations.................. $ 17,808 $ 1,810 $ 5,636,498
========= ======= =============
</TABLE>

See notes to financial statements.

F-7
<PAGE> 60

MONY AMERICA

VARIABLE ACCOUNT A

STATEMENTS OF OPERATIONS (CONTINUED)

<TABLE>
<CAPTION>
QUEST FOR VALUE ACCUMULATION TRUST
---------------------------------------------------------------------------------------------
MONEY MARKET BOND EQUITY SMALL CAP MANAGED
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT TOTAL
------------- ------------- ------------- ------------- ------------- -------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
PERIOD PERIOD PERIOD PERIOD PERIOD PERIOD
SEPTEMBER 17, SEPTEMBER 17, SEPTEMBER 17, SEPTEMBER 17, SEPTEMBER 17, SEPTEMBER 17,
1994 1994 1994 1994 1994 1994
(COMMENCEMENT (COMMENCEMENT (COMMENCEMENT (COMMENCEMENT (COMMENCEMENT (COMMENCEMENT
OF OF OF OF OF OF
OPERATIONS) OPERATIONS) OPERATIONS) OPERATIONS) OPERATIONS) OPERATIONS)
THROUGH THROUGH THROUGH THROUGH THROUGH THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1994 1994 1994 1994 1994
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dividend income................. $ 35,075 $ 51,205 $ 0 $ 0 $ 0 $ 86,280
Mortality and expense risk
charges (Note 3)............... (10,611) (10,234) (9,223) (14,967) (129,227) (174,262)
--------- --------- --------- --------- ----------- -----------
Net investment income
(losses)....................... 24,464 40,971 (9,223) (14,967) (129,227) (87,982)
--------- --------- --------- --------- ----------- -----------
Realized and unrealized losses
on investments (Note 2):
Proceeds from sales............ 241,251 168,122 41,549 92,253 559,510 1,102,685
Cost of shares sold............ 241,251 170,288 42,815 94,701 580,936 1,129,991
--------- --------- --------- --------- ----------- -----------
Net realized losses on
investments.................... 0 (2,166) (1,266) (2,448) (21,426) (27,306)
Net decrease in unrealized
appreciation of investments.... 0 (59,050) (61,888) (22,712) (1,627,470) (1,771,120)
--------- --------- --------- --------- ----------- -----------
Net realized and unrealized
losses on investments.......... 0 (61,216) (63,154) (25,160) (1,648,896) (1,798,426)
--------- --------- --------- --------- ----------- -----------
Net increase (decrease) in net
assets resulting from
operations..................... $ 24,464 $ (20,245) $ (72,377) $ (40,127) $(1,778,123) $(1,886,408)
========= ========= ========= ========= =========== ===========
</TABLE>

See notes to financial statements.

F-8
<PAGE> 61

MONY AMERICA

VARIABLE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
MONY SERIES FUND, INC.
---------------------------------------------------------------------------------------
EQUITY GROWTH EQUITY INCOME INTERMEDIATE TERM BOND
SUBACCOUNT SUBACCOUNT SUBACCOUNT
--------------------------- --------------------------- ---------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1994 1993 1994 1993
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
From operations:
Net investment income................ $ 12,588 $ 29,044 $ 47,982 $ 63,146 $ 1,182,720 $ 1,236,810
Net realized gains (losses) on
investments........................ 36,154 51,021 22,326 33,570 (282,740) 228,205
Net increase (decrease) in unrealized
appreciation of investments........ (41,034) 169 (76,424) 21,178 (1,651,723) (586,047)
----------- ------------ ------------ ------------ ------------ ------------
Net increase (decrease) in net assets
resulting from operations............ 7,708 80,234 (6,116) 117,894 (751,743) 878,968
----------- ------------ ------------ ------------ ------------ ------------
From unit transactions:
Net proceeds from the issuance of
units.............................. 59,762 64,480 78,166 59,986 9,508,436 18,069,027
Net asset value of units redeemed or
used to meet contract
obligations........................ 135,671 155,574 106,044 152,953 8,268,006 3,233,633
----------- ------------ ------------ ------------ ------------ ------------
Net increase (decrease) from unit
transactions......................... (75,909) (91,094) (27,878) (92,967) 1,240,430 14,835,394
----------- ------------ ------------ ------------ ------------ ------------
Net increase (decrease) in net
assets............................... (68,201) (10,860) (33,994) 24,927 488,687 15,714,362
Net assets beginning of period........ 1,010,939 1,021,799 1,009,017 984,090 25,722,179 10,007,817
----------- ------------ ------------ ------------ ------------ ------------
Net assets end of period*............. $ 942,738 $1,010,939 $ 975,023 $1,009,017 $26,210,866 $25,722,179
========== ========== ========== ========== =========== ===========
Units outstanding beginning of
period............................... 50,759 55,609 52,872 58,147 1,673,790 693,719
Units issued during the period........ 2,986 3,495 4,033 3,439 629,461 1,194,131
Units redeemed during the period...... 6,818 8,345 5,569 8,714 549,470 214,060
----------- ------------ ------------ ------------ ------------ ------------
Units outstanding end of period....... 46,927 50,759 51,336 52,872 1,753,781 1,673,790
========== ========== ========== =========== =========== ===========
- ---------------
*Includes undistributed net investment
income of:........................... $ 100,993 $ 88,405 $ 356,167 $ 308,185 $ 3,584,340 $ 2,401,620

<CAPTION> MONY SERIES FUND, INC.
---------------------------------------------------------------------------------------
LONG TERM BOND DIVERSIFIED MONEY MARKET
SUBACCOUNT SUBACCOUNT SUBACCOUNT
--------------------------- --------------------------- ---------------------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1994 1993 1994 1993
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
From operations:
Net investment income................ $ 2,155,360 $ 2,240,736 $ 34,425 $ 44,106 $ 1,352,440 $ 526,555
Net realized gains (losses) on
investments........................ (833,747) 822,146 19,183 18,284 0 0
Net increase (decrease) in unrealized
appreciation of investments........ (4,797,147) (286,724) (58,060) 81,205 0 0
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease) in net assets
resulting from operations............ (3,475,534) 2,776,158 (4,452) 143,595 1,352,440 526,555
------------ ------------ ------------ ------------ ------------ ------------
From unit transactions:
Net proceeds from the issuance of
units.............................. 15,748,446 30,504,677 102,471 174,526 321,019,860 343,989,377
Net asset value of units redeemed or
used to meet contract
obligations........................ 21,824,839 5,961,526 143,496 117,382 299,495,468 331,146,442
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease) from unit
transactions......................... (6,076,393) 24,543,151 (41,025) 57,144 21,524,392 12,842,935
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease) in net
assets............................... (9,551,927) 27,319,309 (45,477) 200,739 22,876,832 13,369,490
Net assets beginning of period........ 45,691,438 18,372,129 1,620,865 1,420,126 48,466,195 35,096,705
------------ ------------ ------------ ------------ ------------ ------------
Net assets end of period*............. $36,139,511 $45,691,438 $1,575,388 $1,620,865 $71,343,027 $48,466,195
=========== =========== ========== ========== =========== ===========
Units outstanding beginning of
period............................... 2,631,575 1,193,954 93,312 89,602 3,698,103 2,718,704
Units issued during the period........ 943,142 1,794,989 5,848 10,777 24,225,370 26,423,345
Units redeemed during the period...... 1,328,910 357,368 8,253 7,067 22,618,589 25,443,946
------------ ------------ ------------ ------------ ------------ ------------
Units outstanding end of period....... 2,245,807 2,631,575 90,907 93,312 5,304,884 3,698,103
=========== =========== ========== ========== =========== ===========
- ---------------
*Includes undistributed net investment
income of:........................... $ 6,916,864 $ 4,761,504 $ 556,572 $ 522,147 $ 4,304,235 $ 2,951,795

<CAPTION>
MONY SERIES FUND, INC.
----------------------------------------------
GOVERNMENT
SECURITIES
SUBACCOUNT
-------------
FOR THE
PERIOD
NOVEMBER 22,
1994 TOTAL
(COMMENCEMENT ------------------------------
OF FOR THE
OPERATIONS) VARIOUS PERIODS FOR THE
THROUGH ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1994 1993
------------- --------------- ------------
<S> <C> <C> <C>
From operations:
Net investment income................ $ 828 $ 4,786,343 $ 4,140,397
Net realized gains (losses) on
investments........................ 0 (1,038,824) 1,153,226
Net increase (decrease) in unrealized
appreciation of investments........ (904) (6,625,292) (770,219)
--------- ------------- ------------
Net increase (decrease) in net assets
resulting from operations............ (76) (2,877,773) 4,523,404
--------- ------------- ------------
From unit transactions:
Net proceeds from the issuance of
units.............................. 174,231 346,691,372 392,862,073
Net asset value of units redeemed or
used to meet contract
obligations........................ 0 329,973,524 340,767,510
--------- ------------- ------------
Net increase (decrease) from unit
transactions......................... 174,231 16,717,848 52,094,563
--------- ------------- ------------
Net increase (decrease) in net
assets............................... 174,155 13,840,075 56,617,967
Net assets beginning of period........ 0 123,520,633 66,902,666
--------- ------------- ------------
Net assets end of period*............. $ 174,155 $ 137,360,708 $123,520,633
========== ============= ============
Units outstanding beginning of
period............................... 0 8,200,411 4,809,735
Units issued during the period........ 17,347 25,828,187 29,430,176
Units redeemed during the period...... 0 24,517,609 26,039,500
------ ------------- ------------
Units outstanding end of period....... 17,347 9,510,989 8,200,411
========== ============= ============
- ---------------
*Includes undistributed net investment
income of:........................... $ 828 $ 15,819,999 $ 11,033,656
</TABLE>

See notes to financial statements.

F-9
<PAGE> 62

MONY AMERICA

VARIABLE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>
ENTERPRISE ACCUMULATION TRUST
-----------------------------------------------------------------------------------------
MONEY MARKET BOND
SUBACCOUNT SUBACCOUNT
---------------------------- ---------------------------- EQUITY
FOR THE FOR THE SUBACCOUNT
PERIOD PERIOD ---------------------------
JANUARY 1, FOR THE JANUARY 1, FOR THE FOR THE FOR THE
1994 YEAR 1994 YEAR YEAR YEAR
THROUGH ENDED THROUGH ENDED ENDED ENDED
SEPTEMBER 16, DECEMBER 31, SEPTEMBER 16, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1994 1993 1994 1993
------------- ------------ ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>

From operations:
Net investment income (losses)..... $ 38,340 $ 38,558 $ 209,078 $ 280,651 $ 835,913 $ 544,310
Net realized gains (losses) on
investments...................... 0 0 (347,368) 21,177 2,580,938 1,956,043
Net increase (decrease) in
unrealized appreciation of
investments...................... 0 0 0 (89,527) (1,808,298) 144,712
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) in net
assets resulting from operations... 38,340 38,558 (138,290) 212,301 1,608,553 2,645,065
----------- ----------- ----------- ----------- ----------- -----------
From unit transactions:
Net proceeds from the issuance of
units............................ 2,641,279 6,969,886 36,678 379,215 29,386,142 30,399,102
Net asset value of units redeemed
or used to meet contract
obligations...................... 6,096,373 8,978,306 3,205,042 194,927 11,715,014 4,459,066
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) from unit
transactions....................... (3,455,094) (2,008,420) (3,168,364) 184,288 17,671,128 25,940,036
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) in net
assets............................. (3,416,754) (1,969,862) (3,306,654) 396,589 19,279,681 28,585,101
Net assets beginning of period...... 3,416,754 5,386,616 3,306,654 2,910,065 56,499,339 27,914,238
----------- ----------- ----------- ----------- ----------- -----------
Net assets end of period*........... $ 0 $ 3,416,754 $ 0 $ 3,306,654 $75,779,020 $56,499,339
=========== =========== =========== =========== =========== ===========
Units outstanding beginning of
period............................. 277,220 441,325 222,578 209,712 2,956,822 1,556,288
Units issued during the period...... 213,592 568,808 2,451 26,324 1,509,820 1,640,624
Units redeemed during the period.... 490,812 732,913 225,029 13,458 600,677 240,090
----------- ----------- ----------- ----------- ----------- -----------
Units outstanding end of period..... 0 277,220 0 222,578 3,865,965 2,956,822
=========== =========== =========== =========== =========== ===========
- ---------------
*Includes undistributed net
investment income (losses) of:..... $ 0 $ 722,811 $ 0 $ 916,717 $ 1,925,134 $ 1,089,221

INTERNATIONAL HIGH YIELD
GROWTH BOND
SUBACCOUNT SUBACCOUNT
------------- -------------
FOR THE FOR THE
PERIOD PERIOD
SMALL CAP MANAGED NOVEMBER 23, NOVEMBER 28,
SUBACCOUNT SUBACCOUNT 1994 1994
--------------------------- --------------------------- (COMMENCEMENT (COMMENCEMENT
FOR THE FOR THE FOR THE FOR THE OF OF
YEAR YEAR YEAR YEAR OPERATIONS) OPERATIONS)
ENDED ENDED ENDED ENDED THROUGH THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1994 1993 1994 1994
------------ ------------ ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
From operations:
Net investment income (losses)..... $ 4,864,392 $ 1,605,477 $ 17,502,663 $ 4,845,667 $ (1,224) $ 1,409
Net realized gains (losses) on
investments...................... 2,054,819 1,541,668 20,641,817 12,711,032 (193) (1)
Net increase (decrease) in
unrealized appreciation of
investments...................... (8,145,294) 5,930,727 (32,810,120) 9,084,042 19,225 402
------------ ----------- ------------ ------------ ---------- ---------
Net increase (decrease) in net
assets resulting from operations... (1,226,083) 9,077,872 5,334,360 26,640,741 17,808 1,810
------------ ----------- ------------ ------------ ---------- ---------
From unit transactions:
Net proceeds from the issuance of
units............................ 66,054,130 66,448,065 237,090,207 247,319,087 2,044,932 268,256
Net asset value of units redeemed
or used to meet contract
obligations...................... 29,598,056 9,513,641 92,203,422 22,222,369 90 4
------------ ----------- ------------ ------------ ---------- ---------
Net increase (decrease) from unit
transactions....................... 36,456,074 56,934,424 144,886,785 225,096,718 2,044,842 268,252
------------ ----------- ------------ ------------ ---------- ---------
Net increase (decrease) in net
assets............................. 35,229,991 66,012,296 150,221,145 251,737,459 2,062,650 270,062
Net assets beginning of period...... 93,531,513 27,519,217 453,445,813 201,708,354 0 0
------------ ----------- ------------ ------------ ---------- ---------
Net assets end of period*........... $128,761,504 $93,531,513 $603,666,958 $453,445,813 $2,062,650 $ 270,062
============ =========== ============ ============ ========== =========
Units outstanding beginning of
period............................. 4,249,653 1,476,360 18,964,250 9,199,182 0 0
Units issued during the period...... 3,073,217 3,242,574 9,679,254 10,727,877 208,211 26,870
Units redeemed during the period.... 1,398,604 469,281 3,718,894 962,809 9 0
------------ ----------- ------------ ------------ ---------- ---------
Units outstanding end of period..... 5,924,266 4,249,653 24,924,610 18,964,250 208,202 26,870
============ =========== ============ ============ ========== =========
- ---------------
*Includes undistributed net
investment income (losses) of:..... $ 7,333,613 $ 2,469,221 $ 25,483,124 $ 7,980,461 $ (1,224) $ 1,409

TOTAL
------------------------------
FOR THE
VARIOUS PERIODS FOR THE
ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1994 1993
--------------- ------------
<S> <C> <C>
From operations:
Net investment income (losses)..... $ 23,450,571 $ 7,314,663
Net realized gains (losses) on
investments...................... 24,930,012 16,229,920
Net increase (decrease) in
unrealized appreciation of
investments...................... (42,744,085) 15,069,954
------------- ------------
Net increase (decrease) in net
assets resulting from operations... 5,636,498 38,614,537
------------- ------------
From unit transactions:
Net proceeds from the issuance of
units............................ 337,521,624 351,515,355
Net asset value of units redeemed
or used to meet contract
obligations...................... 142,818,001 45,368,309
------------- ------------
Net increase (decrease) from unit
transactions....................... 194,703,623 306,147,046
------------- ------------
Net increase (decrease) in net
assets............................. 200,340,121 344,761,583
Net assets beginning of period...... 610,200,073 265,438,490
------------- ------------
Net assets end of period*........... $ 810,540,194 $610,200,073
============= ============
Units outstanding beginning of
period............................. 26,670,523 12,882,867
Units issued during the period...... 14,713,415 16,206,207
Units redeemed during the period.... 6,434,025 2,418,551
------------- ------------
Units outstanding end of period..... 34,949,913 26,670,523
============= ============
- ---------------
*Includes undistributed net
investment income (losses) of:..... $ 34,742,056 $ 13,178,431
</TABLE>

See notes to financial statements.

F-10
<PAGE> 63

MONY AMERICA

VARIABLE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

<TABLE>
<CAPTION>
QUEST FOR VALUE ACCUMULATION TRUST
---------------------------------------------------------------------------------------------
MONEY MARKET BOND EQUITY SMALL CAP MANAGED
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT TOTAL
------------- ------------- ------------- ------------- ------------- -------------
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
PERIOD PERIOD PERIOD PERIOD PERIOD PERIOD
SEPTEMBER 17, SEPTEMBER 17, SEPTEMBER 17, SEPTEMBER 17, SEPTEMBER 17, SEPTEMBER 17,
1994 1994 1994 1994 1994 1994
(COMMENCEMENT (COMMENCEMENT (COMMENCEMENT (COMMENCEMENT (COMMENCEMENT (COMMENCEMENT
OF OF OF OF OF OF
OPERATIONS) OPERATIONS) OPERATIONS) OPERATIONS) OPERATIONS) OPERATIONS)
THROUGH THROUGH THROUGH THROUGH THROUGH THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1994 1994 1994 1994 1994
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
From operations:
Net investment income
(losses)..................... $ 24,464 $ 40,971 $ (9,223) $ (14,967) $ (129,227) $ (87,982)
Net realized gains (losses) on
investments.................. 0 (2,166) (1,266) (2,448) (21,426) (27,306)
Net decrease in unrealized
appreciation of
investments.................. 0 (59,050) (61,888) (22,712) (1,627,470) (1,771,120)
--------- --------- --------- --------- ----------- -----------
Net increase (decrease) in net
assets resulting from
operations..................... 24,464 (20,245) (72,377) (40,127) (1,778,123) (1,886,408)
--------- ---------- --------- --------- ----------- -----------
From unit transactions:
Net proceeds from the issuance
of units..................... 3,150,273 2,975,062 2,631,427 4,342,410 37,312,175 50,411,347
Net asset value of units
redeemed or used to meet
contract obligations......... 230,640 157,888 18,276 63,487 403,092 873,383
---------- ---------- --------- --------- ---------- -----------
Net increase (decrease) from
unit transactions.............. 2,919,633 2,817,174 2,613,151 4,278,923 36,909,083 49,537,964
---------- ---------- ---------- ---------- ----------- -----------
Net increase (decrease) in net
assets......................... 2,944,097 2,796,929 2,540,774 4,238,796 35,130,960 47,651,556
Net assets beginning of
period......................... 0 0 0 0 0
---------- ---------- ---------- ---------- ----------- -----------
Net assets end of period*....... $2,944,097 $2,796,929 $2,540,774 $4,238,796 $35,130,960 $47,651,556
========== ========== ========== ========== =========== ===========
Units outstanding beginning of
period......................... 0 0 0 0 0 0
Units issued during the
period......................... 252,462 209,397 130,630 200,054 1,466,229 2,258,772
Units redeemed during the
period......................... 18,400 11,158 937 3,004 16,422 49,921
---------- ---------- ---------- ----------- ----------- ----------
Units outstanding end of
period......................... 234,062 198,239 129,693 197,050 1,449,807 2,208,851
========== ========== ========== ========== =========== ==========
- ---------------
* Includes undistributed net
investment income (losses) of: $ 24,464 $ 40,971 $ (9,223) $ (14,967) $ (129,227) $ (87,982)
</TABLE>

See notes to financial statements.

F-11
<PAGE> 64

MONY AMERICA

VARIABLE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND BUSINESS:

MONY America Variable Account A (the "Variable Account") is a separate
investment account established on March 27, 1987 by MONY Life Insurance Company
of America ("MONY America"), under the laws of the State of Arizona.

The Variable Account operates as a unit investment trust under the
Investment Company Act of 1940 (the "1940 Act"). The Variable Account holds
assets that are segregated from all of MONY America's other assets and, at
present, is used only to support Flexible Payment Variable Annuity Policies.
These policies are issued by MONY America, which is a wholly-owned subsidiary of
The Mutual Life Insurance Company of New York ("MONY"). MONY America is
currently taxed as a life insurance company and will include the Variable
Account's operations in its tax return. MONY America does not expect, based upon
current tax law, to incur any income tax burden upon the earnings or realized
capital gains attributable to the Variable Account. Based on this expectation,
no charges are currently being deducted from the Variable Account for Federal
income tax purposes.

There are currently seventeen subaccounts within the Variable Account, and
each invests only in a corresponding portfolio of the MONY Series Fund, Inc.
(the "Fund"), the Enterprise Accumulation Trust (the "Trust") or the Quest for
Value Accumulation Trust ("Quest") collectively, the Funds. The Funds are
registered under the 1940 Act as open-end, diversified, management investment
companies.

2. SIGNIFICANT ACCOUNTING POLICIES:

A. INVESTMENTS:

The investment in shares of each of the respective portfolios is stated at
the net asset value of each portfolio. Except for the Money Market Portfolio, as
noted below, net asset values are based upon market quotations of the securities
held in each of the corresponding portfolios. Significant accounting policies of
the Funds are as follows:

Portfolio Valuations:

Short-term securities are valued at amortized cost. The amortized cost of a
security is determined by valuing it at original cost and thereafter amortizing
any discount or premium at a constant rate until maturity.

Common stocks traded on national securities exchanges are valued at the
last sales price as of the close of the New York Stock Exchange or at the last
bid price for over-the-counter securities.

Bonds are valued at the last available price provided by an independent
pricing service for securities traded on a national securities exchange. Bonds
that are listed on a national securities exchange but are not traded and bonds
that are regularly traded in the over-the-counter market are valued at the mean
of the last available bid and asked prices.

Foreign securities are valued on the basis of independent pricing services
approved by the Board of Directors of the Enterprise Accumulation Trust, and
such pricing services generally follow the same procedures in valuing foreign
equity securities as they value domestic equity securities.

All other securities, including any restricted securities, will be valued
at their fair value as determined in good faith by the Boards of the Funds.

B. SECURITY TRANSACTIONS AND INVESTMENT INCOME:

Security transactions are recorded as of the trade date.

F-12
<PAGE> 65

MONY AMERICA

VARIABLE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

2. SIGNIFICANT ACCOUNTING POLICIES: -- (CONTINUED)
Dividend income is recorded on the ex-dividend date.

Realized gains and losses from investments sold are determined on the basis
of identified cost for accounting and tax purposes.

C. OTHER INFORMATION:

A full presentation of the related Financial Statements and Footnotes of
the Enterprise Accumulation Trust and the Quest For Value Accumulation Trust can
be found on pages 127 to 164 and 165 to 216, respectively.

3. RELATED PARTY TRANSACTIONS:

Policy premiums received from MONY America by the Variable Account
represent gross policy premiums recorded by MONY America less deductions
retained for any premium taxes.

A periodic deduction is made from the cash value of the contract for the
Annual Contract Charge. The deduction is for the expenses of administration and
is treated by the Variable Account as a contractholder redemption. The amount
deducted for 1994 was $964,628.

MONY America receives from the Variable Account the amounts deducted for
mortality and expense risks at an annual rate of 1.25 percent of aggregate
average daily net assets. As investment adviser to the Series Fund, it receives
amounts paid by the Series Fund for those services. MONY America is the legal
holder of the assets of the Variable Account.

Enterprise Capital Management, Inc. ("Enterprise") a wholly-owned
subsidiary of MONY, acts as investment adviser to the Trust, and it receives
amounts paid by the Trust for those services.

4. CHANGE IN ADVISORY ARRANGEMENT:

Quest offered its shares to variable annuity separate accounts of The
Mutual Life Insurance Company of New York ("MONY") and its affiliate, MONY Life
Insurance Company of America as a funding vehicle for the MONYMaster and
ValueMaster variable annuity contracts issued by them. Quest also offered its
shares to variable annuity separate accounts of Provident Mutual Life Insurance
Company of Philadelphia and its affiliate, Provident Mutual Life and Annuity
Company of America (together, the "PM Companies") as a funding vehicle for
certain variable annuity contracts issued by these insurers. Owners of
ValueMaster contracts and contracts issued by the PM Companies are referred to
herein as "non-MONYMaster" contract owners.

On May 26, 1994, the Board of Trustees (the "Trustees") of Quest approved
new advisory arrangements for the Equity, Small Cap and Managed Portfolios of
Quest. Such advisory arrangements were approved by the shareholders of each
portfolio at a special meeting called for such purpose (the "Special Meeting").
Under the new arrangements, Enterprise became the investment adviser for the
three portfolios, and Quest for Value Advisors ("Quest Advisors"), the
portfolios' former investment adviser, became sub-adviser to these portfolios,
subject to the oversight of Enterprise. The two firms are rendering these
services at the same aggregate annual advisory fee rate as is currently in
effect (.60% of average daily net assets). The current advisory arrangements
were not changed for the Bond and Money Market Portfolios of Quest.

In connection with the implementation of new advisory arrangements as
described above, the assets of the Equity, Small Cap, Managed, Bond and Money
Market Portfolios of Quest supporting the non-MONYMaster contracts were
transferred on a pro-rata basis to substantially identical corresponding
portfolios

F-13
<PAGE> 66

MONY AMERICA

VARIABLE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

4. CHANGE IN ADVISORY ARRANGEMENT: -- (CONTINUED)
of a newly-formed management investment company advised by Quest Advisors, the
new Quest for Value Accumulation Trust (the "New Quest"). The division of net
assets were in acordance with relative net asset value of the shares of each
portfolio of Quest attributable to MONYMaster contract owners and non-MONYMaster
contract owners, respectively. Shares of each portfolio attributable to
non-MONYMaster contract owners were redeemed in kind at net asset value without
a sales charge, and such assets were reinvested in the New Quest by using such
assets to purchase an equivalent number of shares of the New Quest.

The assets redeemed and reinvested in New Quest were as follows:

<TABLE>
<S> <C>
Equity......................................................... $2,591,985
Small Cap...................................................... 4,235,745
Managed........................................................ 37,076,482
Bond........................................................... 2,974,135
Money Market................................................... 2,780,980
</TABLE>

This transaction resulted in an adjustment to the basis of the net assets
reinvested in New Quest. As a result, the Bond Subaccount recognized the
unrealized depreciation of $348,510 on September 16, 1994 as a realized loss on
the net assets redeemed.

5. INVESTMENTS:

Investment in MONY Series Fund, Inc. at cost, at December 31, 1994 consist
of the following:

<TABLE>
<CAPTION>
EQUITY EQUITY INTERMEDIATE LONG TERM MONEY GOVERNMENT
GROWTH INCOME TERM BOND BOND DIVERSIFIED MARKET SECURITIES
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO TOTAL
--------- --------- ------------ ---------- ----------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Shares beginning of
period:
Shares................. 48,838 61,413 2,447,400 3,791,821 120,332 48,466,195 0 54,935,999
Amount................. $898,363 $895,033 $26,508,980 $46,289,055 $1,531,554 $ 48,466,195 $ 0 $124,589,180
Shares acquired:
Shares................. 3,651 4,687 1,015,972 1,666,190 9,167 334,725,496 18,226 337,443,389
Amount................. $ 75,854 $ 78,689 $10,538,265 $19,343,612 $ 124,340 $334,725,496 $174,231 $365,060,487
Shares received for
reinvestment of
dividends:
Shares................. 1,200 3,900 156,093 255,612 4,127 1,981,188 95 2,402,215
Amount................. $ 24,703 $ 60,569 $ 1,521,904 $ 2,676,253 $ 54,229 $ 1,981,188 $ 900 $ 6,319,746
Shares redeemed:
Shares................. 7,903 7,217 931,171 2,261,903 13,733 313,829,852 8 317,051,787
Amount................. $127,724 $ 96,828 $ 9,919,759 $26,774,645 $ 165,986 $313,829,852 $ 72 $350,914,866
-------- -------- ----------- ----------- ---------- ------------ -------- ------------
Net change:
Shares................. (3,052) 1,370 240,894 (340,101) (439) 22,876,832 18,313 22,793,817
Amount................. $(27,167) $ 42,430 $ 2,140,410 $(4,754,780) $ 12,583 $ 22,876,832 $175,059 $ 20,465,367
-------- -------- ----------- ----------- ---------- ------------ --------- ------------
Shares end of period:
Shares................. 45,786 62,783 2,688,294 3,451,720 119,893 71,343,027 18,313 77,729,816
Amount................. $871,196 $937,463 $28,649,390 $41,534,275 $1,544,137 $ 71,343,027 $175,059 $145,054,547
======== ======== =========== =========== ========== ============ ======== ============
</TABLE>

F-14
<PAGE> 67

MONY AMERICA

VARIABLE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

5. INVESTMENTS: -- (CONTINUED)

Investment in Enterprise Accumulation Trust at cost, at December 31, 1994
consists of the following:

<TABLE>
<CAPTION>
INTERNATIONAL HIGH YIELD
EQUITY SMALL CAP MANAGED GROWTH BOND
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO TOTAL
---------- ----------- ----------- ------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Shares beginning of period:
Shares....................................... 3,147,595 5,023,175 21,238,680 0 0 29,409,450
Amount....................................... $52,062,743 $85,107,723 $414,669,287 $ 0 $ 0 $551,839,753
Shares acquired:
Shares....................................... 1,746,773 4,062,347 11,835,970 440,540 54,007 18,139,637
Amount....................................... $31,369,782 $70,836,935 $249,599,456 $2,160,724 $268,556 $354,235,453
Shares received for reinvestment of dividends:
Shares....................................... 95,320 351,919 1,178,211 0 319 1,625,769
Amount....................................... $ 1,692,899 $ 6,323,995 $ 24,471,447 $ 0 $ 1,588 $ 32,489,929
Shares redeemed:
Shares....................................... 809,930 2,104,781 5,258,290 23,843 87 8,196,931
Amount....................................... $11,974,702 $33,785,645 $ 91,039,638 $ 117,299 $ 484 $136,917,768
----------- ----------- ------------ ---------- -------- ------------
Net change:
Shares....................................... 1,032,163 2,309,485 7,755,891 416,697 54,239 11,568,475
Amount....................................... $21,087,979 $43,375,285 $183,031,265 $2,043,425 $269,660 $249,807,614
----------- ----------- ------------ ---------- -------- ------------
Shares end of period:
Shares....................................... 4,179,758 7,332,660 28,994,571 416,697 54,239 40,977,925
Amount....................................... $73,150,722 $128,483,008 $597,700,552 $2,043,425 $269,660 $801,647,367
=========== ============ ============ ========== ======== ============
</TABLE>

Investment in Quest for Value Accumulation Trust at cost, at December 31,
1994 consists of the following:

F-15
<PAGE> 68

MONY AMERICA

VARIABLE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

5. INVESTMENTS: -- (CONTINUED)

<TABLE>
<CAPTION>
MONEY MARKET BOND EQUITY SMALL CAP MANAGED
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO TOTAL
------------ --------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Shares beginning of period:
Shares.................................. 0 0 0 0 0 0
Amount.................................. $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Shares acquired:
Shares.................................. 3,150,273 316,465 142,525 249,304 1,713,204 5,571,771
Amount.................................. $3,150,273 $2,975,062 $2,645,477 $4,356,209 $37,339,366 $50,466,387
Shares received for reinvestment of
dividends:
Shares.................................. 35,075 5,566 0 0 0 40,641
Amount.................................. $ 35,075 $ 51,205 $ 0 $ 0 $ 0 $ 86,280
Shares redeemed:
Shares.................................. 241,251 18,017 2,306 5,415 26,648 293,637
Amount.................................. $ 241,251 $ 170,288 $ 42,815 $ 94,701 $ 580,936 $ 1,129,991
---------- ---------- ---------- ---------- ----------- -----------
Net change:
Shares.................................. 2,944,097 304,014 140,219 243,889 1,686,556 5,318,775
Amount.................................. $2,944,097 $2,855,979 $2,602,662 $4,261,508 $36,758,430 $49,422,676
---------- ---------- ---------- ---------- ----------- -----------
Shares end of period:
Shares.................................. 2,944,097 304,014 140,219 243,889 1,686,556 5,318,775
Amount.................................. $2,944,097 $2,855,979 $2,602,662 $4,261,508 $36,758,430 $49,422,676
========== ========== ========== ========== =========== ===========
</TABLE>

F-16
<PAGE> 69

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
MONY Life Insurance Company of America:

We have audited the accompanying balance sheets of MONY Life Insurance
Company of America as of December 31, 1994 and 1993, and the related statements
of operations, capital and surplus, and cash flows for the years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of MONY Life Insurance Company
of America as of December 31, 1994 and 1993, and the results of its operations
and its cash flows for the years then ended in conformity with accounting
practices prescribed or permitted by the Insurance Department of the State of
Arizona, which are considered generally accepted accounting principles for stock
life insurance subsidiaries of mutual life insurance companies.

Our audits were conducted for the purpose of expressing an opinion on the
financial statements taken as a whole. The Supplemental Schedule of Selected
Financial Data is presented to comply with the NAIC's Annual Statement
Instructions and is not a required part of the basic financial statements. The
Supplemental Schedule of Selected Financial Data has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated, in all material respects, in relation to the
basic financial statements taken as a whole.

New York, New York
February 28, 1995

F-17
<PAGE> 70

MONY LIFE INSURANCE COMPANY OF AMERICA

BALANCE SHEETS

(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1994 1993
--------- ---------
<S> <C> <C>
ASSETS
Cash............................................................... $ 10,394 $ 13,815
Investments:
Short-term investments........................................... 68,268 23,074
Bonds............................................................ 992,054 986,891
Preferred stocks................................................. 0 200
Common stocks.................................................... 300 1,974
Mortgage loans................................................... 175,708 220,496
Real estate...................................................... 69,893 65,933
Policy loans..................................................... 32,364 30,534
Other invested assets............................................ 7,293 7,152
Investment income due and accrued.................................. 21,898 23,528
Other assets....................................................... 16,997 5,072
Separate account assets............................................ 998,100 736,409
--------- ---------
Total assets.................................................. $2,393,269 $2,115,078
========= =========

POLICY RESERVES, LIABILITIES, CAPITAL AND SURPLUS
Policy reserves:
Life insurance and annuity reserves.............................. $1,289,343 $1,249,864
Deposits left with the Company................................... 15,088 12,449
Liabilities:
Policy claims in process of settlement........................... 3,255 3,787
Taxes accrued.................................................... 7,548 2,344
Other liabilities................................................ 2,557 9,789
Transfers from separate accounts.............................. (48,616) (35,844)
Separate account liabilities.................................. 998,100 736,409
Interest maintenance reserve..................................... 3,179 6,844
Investment reserves.............................................. 4,000 14,000
Asset valuation reserve.......................................... 13,900 13,203
--------- ---------
Total policy reserves and liabilities......................... 2,288,354 2,012,845
Capital and surplus:
Capital stock, $1.00 par value;
authorized, 5,000,000 shares
issued and outstanding 2,500,000 shares....................... 2,500 2,500
Additional paid-in capital....................................... 123,500 123,500
Unassigned funds................................................. (21,085) (23,767)
--------- ---------
Total capital and surplus..................................... 104,915 102,233
--------- ---------
Total policy reserves, liabilities, capital and surplus....... $2,393,269 $2,115,078
========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-18
<PAGE> 71

MONY LIFE INSURANCE COMPANY OF AMERICA

STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
---------------------
1994 1993
-------- --------
<S> <C> <C>
Premiums, annuity considerations and fund deposits................... $500,329 $528,935
Net investment income................................................ 96,287 107,631
Other income (net)................................................... 23 256
-------- --------
596,639 636,822
Policyholder benefits................................................ 246,105 227,396
Change in policy and contract reserves............................... 42,117 5,665
Commissions.......................................................... 24,682 21,606
Operating expenses................................................... 34,451 32,588
Transfer to separate accounts........................................ 237,588 331,186
-------- --------
584,943 618,441
Net gain from operations before federal income taxes................. 11,696 18,381
Federal income taxes................................................. 3,241 1,552
-------- --------
Net gain from operations............................................. 8,455 16,829
Net realized capital (losses)/gains (net of federal income tax of $0
and $3,043 and excluding $(2,839) and $5,908 transferred to IMR in
1994 and 1993, respectively)....................................... (2,344) (2,368)
-------- --------
Net Income........................................................... $ 6,111 $ 14,461
======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-19
<PAGE> 72

MONY LIFE INSURANCE COMPANY OF AMERICA

STATEMENTS OF CAPITAL AND SURPLUS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
---------------------
1994 1993
-------- --------
<S> <C> <C>
Capital and Surplus, beginning of year............................... $102,233 $ 83,158
-------- --------
Net income........................................................... 6,111 14,461
Change in net unrealized capital losses.............................. (13,043) (11,926)
Change in non-admitted assets........................................ 311 (292)
Change in asset valuation reserve.................................... (697) 832
Change in investment reserves........................................ 10,000 (9,000)
Increase in paid-in capital.......................................... 0 25,000
-------- --------
Net change in capital and surplus for the year....................... 2,682 19,075
-------- --------
Capital and Surplus, end of year..................................... $104,915 $102,233
======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-20
<PAGE> 73

MONY LIFE INSURANCE COMPANY OF AMERICA

STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-----------------------
1994 1993
--------- ---------
<S> <C> <C>
CASH FLOW PROVIDED FROM OPERATIONS:
Premiums, annuity considerations and fund deposits................ $ 500,312 $ 528,964
Investment income net of investment expenses...................... 100,491 105,693
Miscellaneous income.............................................. 0 3,125
Net change in policy loans........................................ (1,829) (1,967)
Policy benefits paid.............................................. (241,776) (231,181)
Transfers to separate accounts.................................... (250,360) (351,449)
Commissions, other expenses and taxes paid........................ (57,174) (54,664)
--------- ---------
Net cash from (used in) operations............................. 49,664 (1,479)
--------- ---------
PROCEEDS FROM INVESTMENTS SOLD, MATURED OR REPAID:
Bonds............................................................. 317,540 350,391
Stocks............................................................ 2,524 6,677
Mortgage loans.................................................... 47,899 132,031
Real estate....................................................... 6,826 390
Other invested assets............................................. 382 206
Tax on capital gains.............................................. 0 (3,405)
--------- ---------
Total investment proceeds...................................... 375,171 486,290
--------- ---------
OTHER CASH PROVIDED................................................. 303 51,189
--------- ---------
Total cash provided............................................ 425,138 536,000
--------- ---------
CASH APPLIED:
Cost of investments acquired:
Bonds.......................................................... 328,444 492,537
Stocks......................................................... 442 9,510
Mortgage loans................................................. 24,689 32,508
Real estate.................................................... 5,276 2,191
Other invested assets.......................................... 393 3,288
--------- ---------
Total investments acquired................................... 359,244 540,034
--------- ---------
Other cash applied................................................ 24,121 3,159
--------- ---------
Total cash applied............................................. 383,365 543,193
--------- ---------
Net change in cash and short-term investments..................... 41,773 (7,193)
Cash and short-term investments, beginning of year.................. 36,889 44,082
--------- ---------
Cash and short-term investments, end of year........................ $ 78,662 $ 36,889
========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-21
<PAGE> 74

MONY LIFE INSURANCE COMPANY OF AMERICA

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

MONY Life Insurance Company of America (the "Company"), an Arizona
corporation, is a wholly-owned subsidiary of The Mutual Life Insurance Company
of New York ("MONY"), a mutual life insurance company. The accompanying
financial statements have been prepared on the basis of accounting practices and
procedures prescribed or permitted by the Insurance Department of the State of
Arizona, which are considered to be generally accepted accounting principles
("GAAP") for stock life insurance subsidiaries (domiciled in Arizona) of mutual
life insurance companies. The following is a description of the principal
accounting practices and procedures:

a. Premiums are included in revenue over the premium payment periods
of the related policies. Annuity considerations and fund deposits are
included in revenue as received.

Commissions and other costs related to issuance, maintenance and
settlement of policies are charged to operations in the year incurred.

b. Short-term investments are carried at cost and consist of
securities with maturities of three months or less. Bonds not backed by
other loans, which are eligible for amortization under rules promulgated by
the National Association of Insurance Commissioners ("NAIC"), are carried
at amortized cost, while all other bonds are carried at values adopted by
the NAIC, which approximate fair market value. Loan backed bonds and
structured securities are valued at amortized cost using the effective
interest method considering anticipated prepayments at the date of
purchase; significant changes in the estimated cash flows from the original
purchase assumptions are accounted for using the retrospective method.
Common stocks are carried at market value. Preferred stocks are carried at
cost. Policy loans are carried at their unpaid balances.

Mortgage loans other than those in process of foreclosure are carried at
their unpaid balances adjusted for unamortized discount. Real estate
owned for investment is carried at depreciated cost, less encumbrances.
There were no encumbrances in 1994 or in 1993. Joint venture
partnerships in real estate are included in other invested assets and
are carried principally at their equity value. Other investments are
generally carried at cost.

Real estate acquired through foreclosure is carried at the lower of cost
or the estimated fair value at the time of foreclosure, less cumulative
depreciation and encumbrances. Mortgage loans in process of foreclosure
are also carried at the lower of cost or the estimated fair value. Fair
value is determined by using the estimated discounted cash flows
expected from the underlying real estate properties. These projected
cash flows are based on estimates regarding future operating expenses,
lease rates, occupancy levels and investors' targeted yields.

The Company provides, through a direct charge to surplus, an investment
valuation reserve for permanent impairment of real estate investments,
joint venture partnerships in real estate, mortgage loans delinquent for
more than 60 days and restructured mortgage loans. This reserve
reflects, in part, the excess of the carrying value of such assets over
the estimated undiscounted cash flows expected from the underlying real
estate properties. These projected cash flows are based on estimates
similar to those described in the preceding paragraph. As of December
31, 1994 and 1993, the Company's investment reserve for its mortgage
loan and real estate investments was $4 million and $14 million,
respectively.

c. Realized investment gains and losses (net of tax) for bonds and
mortgage loans resulting from changes in interest rates are deferred and
credited or charged to the Interest Maintenance Reserve ("IMR"). These
amounts are amortized into net income over the remaining years to expected
maturity of the assets sold. Unrealized investment gains and losses are
recorded directly to surplus.

F-22
<PAGE> 75

MONY LIFE INSURANCE COMPANY OF AMERICA

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: -- (CONTINUED)
The Asset Valuation Reserve ("AVR") is based upon a formula prescribed
by the NAIC and functions as a reserve for potential
non-interest-related investment losses. In addition, realized investment
gains and losses (not subject to the IMR) and unrealized gains and
losses result in offsetting increases and decreases in the AVR. These
changes to AVR are recorded directly to surplus.

d. Policy reserves for deferred annuity contracts are computed by the
net level premium method and the Commissioners' Annuity Reserve Valuation
Method by using the 1971 IAM Table for contracts issued before 1984 and the
1983 Table A for contracts issued since 1983 and permitted statutory
interest rates. Policy reserves for universal life and single premium whole
life contracts are computed by using the Commissioners' Reserve Valuation
Method and by using the 1958 and 1980 CSO Tables, and permitted statutory
interest rates.

e. Certain assets designated as "non-admitted" assets (principally
miscellaneous receivables) are excluded from the balance sheets.

f. Separate account assets and liabilities represent segregated funds
administered and invested by the Company for the benefit of certain
contractholders. Assets consist of securities reported at market value.
Premiums, benefits and expenses of the separate accounts are included in
the Company's statements of operations.

g. No deferred taxes are recognized for differences that exist between
financial reporting and taxable income.

h. The Company uses the constant-yield method of depreciation for
substantially all investment real estate and real estate joint venture
partnerships acquired prior to January 1, 1991. Acquisitions subsequent to
January 1, 1991 and foreclosed real estate are depreciated on the straight
line method. Real estate assets and improvements are generally depreciated
over ten to forty year periods and leasehold improvements over the lives of
the leases. Depreciation expense related to investments in real estate was
$1.4 million and $1.6 million in 1994 and 1993, respectively; accumulated
depreciation was $4.0 million and $2.7 at December 31, 1994 and 1993,
respectively.

i. Certain amounts for 1993 have been reclassified to conform to the
1994 presentation.

2. CAPITAL AND SURPLUS:

MONY has guaranteed to certain states, pursuant to conditions imposed by
such states as a prerequisite for the licensing of new subsidiaries, that the
Company's capital and surplus will be maintained at a level at least equivalent
to the minimum capital and surplus required for admission to conduct business in
those states.

3. FEDERAL INCOME TAXES:

Commencing with the tax year 1994, the Company anticipates electing to file
a consolidated federal income tax return with its parent, The Mutual Life
Insurance Company of New York, and the parent's non-life affiliates. For the tax
year 1993, the Company filed a consolidated federal income tax return with its
parent. The allocation of federal income taxes is based upon separate return
calculations with current credit for net losses. Intercompany tax balances are
settled annually in the first quarter. The Company's federal income tax returns
for years through 1989 have been examined with no proposed material adjustments.
In the opinion of management, adequate provision has been made for any
additional taxes which may become due with respect to open years.

Pre-tax operating gains and pre-tax realized gains, as reported in the
accompanying statements of operations, differ from taxable income reported for
tax purposes. Significant differences include the deferral

F-23
<PAGE> 76

MONY LIFE INSURANCE COMPANY OF AMERICA

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

3. FEDERAL INCOME TAXES: -- (CONTINUED)

and amortization of policy acquisition costs for tax purposes, the difference
between statutory and tax reserves, the taxable portion of the Company's
depreciation expense and related recapture, utilization of capital loss
carryovers, capital gains deferred to the IMR, alternative minimum tax
preference items and equity in partnerships and joint ventures.

4. CAPITAL GAINS/(LOSSES):

The Company realized net capital losses (after-tax and IMR) of $2.3 million in
1994 and $2.4 million in 1993 as follows:

<TABLE>
<CAPTION>
REALIZED CAPITAL GAINS/(LOSSES) 1994 1993
------------------------------- ----- -----
(IN MILLIONS)
<S> <C> <C>
Bonds and stocks........................................... $(4.3) $ 9.6
Real estate and mortgage loans............................. (0.8) (3.0)
----- -----
(5.1) 6.6
Taxes...................................................... 0 (3.1)
Transferred to IMR, net of taxes........................... 2.8 (5.9)
----- -----
Net realized capital losses.............................. $(2.3) $(2.4)
===== =====
</TABLE>

During 1994 and 1993, realized capital gains/(losses) resulting from
changes in interest rates on fixed income securities of ($2.8) million (net of
($1.5) million tax) and $5.9 million (net of $3.1 million tax), respectively,
were transferred to the Company's IMR for future amortization into net income.

The Company recognized net unrealized capital losses of $13.0 million in
1994 and $11.9 million in 1993. The 1994 and 1993 unrealized losses include
writedowns of approximately $14 million and $16 million, respectively, on real
estate acquired through foreclosure and mortgage loans in process of
foreclosure. These losses are detailed by asset type in the table below.

<TABLE>
<CAPTION>
UNREALIZED CAPITAL GAINS/(LOSSES) 1994 1993
--------------------------------- ------ ------
(IN MILLIONS)
<S> <C> <C>
Bonds and stocks....................................... $ 0.6 $ 4.8
Real estate and mortgage loans......................... (13.8) (16.4)
Other investments...................................... 0.2 (0.3)
------ ------
Total unrealized capital losses...................... $(13.0) $(11.9)
====== ======
</TABLE>

F-24
<PAGE> 77

MONY LIFE INSURANCE COMPANY OF AMERICA

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

5. FIXED INCOME SECURITIES:

Fixed Income Securities by Investment Type:

The amortized cost and estimated fair value (see note 8) of investments in
fixed income securities which include shortterm investments, bonds and preferred
stocks as of December 31, 1994 and December 31, 1993 are as follows:

<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
------------------- ------------ ------------ -------------------
1994 1993 1994 1993 1994 1993 1994 1993
-------- -------- ---- ---- ---- ---- -------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury & Other Agencies................ $ 21.0 $ 260.7 $0.0 $ 5.2 $ 1.0 $0.6 $ 20.0 $ 265.3
Collateralized Mortgage Obligations:
Government Agency Backed.................... 111.8 78.2 0.0 0.7 10.8 0.2 101.0 78.7
Non-Agency Backed........................... 22.7 27.7 0.0 1.2 1.6 0.3 21.1 28.6
Other asset backed securities:
Government Agency Backed.................... 0.4 0.6 0.0 0.0 0.0 0.0 0.4 0.6
Non-Agency Backed........................... 57.4 22.8 0.7 0.9 2.0 0.0 56.1 23.7
Foreign governments........................... 5.0 5.0 0.0 0.0 0.5 0.0 4.5 5.0
Utilities..................................... 98.3 96.9 0.8 6.3 4.8 0.1 94.3 103.1
Corporate bonds............................... 675.4 495.0 3.7 24.3 38.5 2.4 640.6 516.9
-------- -------- ---- ----- ----- ---- -------- --------
Total bonds................................. 992.0 986.9 5.2 38.6 59.2 3.6 938.0 1,021.9
Redeemable preferred stock.................... 0.0 0.2 0.0 0.0 0.0 0.2 0.0 0.0
Commercial paper.............................. 68.3 23.1 0.0 0.0 0.0 0.0 68.3 23.1
-------- -------- ---- ----- ----- ---- -------- --------
Total....................................... $1,060.3 $1,010.2 $5.2 $38.6 $59.2 $3.8 $1,006.3 $1,045.0
======== ======== ==== ===== ===== ==== ======== ========
</TABLE>

Amortized cost represents the principal amount of the fixed income
securities adjusted by unamortized premium or discount and reduced by writedowns
of $1.8 million and $2.4 million at December 31, 1994 and 1993, respectively, as
required by the NAIC for securities which are in or near default.

At December 31, 1994, 83% of the Company's Collateralized Mortgage
Obligation (CMO) portfolio was held in U.S. government and government
agency-backed securities. The remainder of the CMO portfolio consisted of NAIC
category 1 investment grade securities.

Maturities of Fixed Income Securities:

The amortized cost and estimated fair value of fixed income securities by
maturity date (excluding scheduled sinking funds) as of December 31, 1994 are as
follows:

<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST FAIR VALUE
--------- ----------
(IN MILLIONS)
<S> <C> <C>
Due in one year or less............................... $ 117.1 $ 117.8
Due after one year through five years................. 453.6 431.4
Due after five years through ten years................ 292.7 273.0
Due after ten years................................... 196.9 184.1
-------- ---------
$1,060.3 $1,006.3
======== ========
</TABLE>

Expected maturities may differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties.

F-25
<PAGE> 78

MONY LIFE INSURANCE COMPANY OF AMERICA

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

5. FIXED INCOME SECURITIES: -- (CONTINUED)
Proceeds from sales of investments in debt securities during 1994 and 1993
were $241 million and $193 million, respectively. Gross gains of $0.04 million
in 1994 and $9.5 million in 1993, and gross losses of $5.5 million in 1994 and
$4.2 million in 1993 were realized on these sales.

6. CONCENTRATION OF CREDIT RISK:

As of December 31, 1994 and 1993, the Company had no single investment,
excluding U.S. Treasury securities, exceeding 1.1% of total general account
assets.

The bond portfolio is diversified by industry type. The industries
comprising more than 10% of the carrying value of the bond portfolio at December
31, 1994 are Government and Agencies of $138 million (13.9%), Energy of $115
million (11.6%), Manufacturing of $110 million (11.1%), Consumer goods and
services of $104 million (10.5%) and Financial Services of $101 million (10.2%).
At December 31, 1993, the industry comprising in excess of 10% of the bond
portfolio carrying value was Government and Agencies of $266 million (27%).

The Company holds below investment grade bonds of $70 million at December
31, 1994. Below investment grade bonds are defined as those securities rated in
categories 3 through 6 by the NAIC, which are approximately equivalent to bonds
rated below BBB by rating agencies. These bonds consist mostly of privately
issued bonds, which are monitored by the Company through extensive internal
analysis of the financial condition of the borrowers, and which include
protective debt covenants. Of these bonds, $33.6 million are in category 3,
which is considered to be medium quality by the NAIC. At December 31, 1993, the
Company's investments in below investment grade bonds were $60 million.

The Company has investments in commercial and agricultural mortgage loans
and real estate (including joint venture partnerships). The locations of
property collateralizing mortgage loans and real estate investment carrying
values (in millions) at December 31, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
1994 1993
------------- -------------
GEOGRAPHIC REGION $ % $ %
- ----------------------------------------------------------- --- ----- --- -----
<S> <C> <C> <C> <C>
West....................................................... 71 28.1 79 27.0
Mountain................................................... 53 20.9 59 20.2
Southeast.................................................. 41 16.2 50 17.1
Northeast.................................................. 37 14.5 41 14.0
Midwest.................................................... 34 13.6 46 15.6
Southwest.................................................. 17 6.7 18 6.1
--- ----- --- -----
Total.................................................... 253 100.0 293 100.0
=== ===== === =====
</TABLE>

The states with the largest concentrations of mortgage loans and real
estate investments at December 31, 1994 are: California, $42.0 million (16.6%);
New York, $22.1 million (8.7%); Arizona, $20.6 million (8.1%); Florida, $19.5
million (7.7%); Illinois, $17.2 million (6.8%); Texas, $15.8 million (6.3%);
Washington, $14.3 million (5.7%); Colorado, $12.3 million (4.9%); and Maryland,
$12.1 million (4.8%). Approximately 41.3% of the Company's real estate and
mortgage portfolio is invested in agricultural properties.

7. MORTGAGE LOANS AND REAL ESTATE:

The Company invests in mortgage loans collateralized by commercial and
agricultural real estate. Such mortgage loans consist primarily of first
mortgage liens on completed income producing properties or agricultural
properties. As of December 31, 1994, $50.4 million of mortgage loans have terms
that require amortization, and $125.3 million of loans require partial
amortization or are non-amortizing. Mortgage loans

F-26
<PAGE> 79

MONY LIFE INSURANCE COMPANY OF AMERICA

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

7. MORTGAGE LOANS AND REAL ESTATE: -- (CONTINUED)
delinquent over 90 days or in process of foreclosure were $2.3 million at
December 31, 1994 and $16 million at December 31, 1993. Properties acquired
through foreclosure during the year amounted to $18.8 million and $24.2 million
in 1994 and 1993, respectively.

The Company has performing restructured mortgage loans of $10.9 million as
of December 31, 1994 and $8.5 million as of December 31, 1993. The new terms
typically defer a portion of contract interest payments to future periods.
Interest is recognized in income based on the modified rate of the loan.
Deferred interest, which is the difference between the original contractual rate
and the modified rate, is excluded from income. Gross interest income on
restructured loans that would have been recorded in accordance with the loans'
original terms was $1.1 million in 1994 and $0.8 million in 1993. Gross interest
income recognized in net income for the period from these loans was $0.6 million
for 1994 and 1993. There are no commitments to lend additional funds to any
debtor involved in a restructuring.

Other invested assets of $7.3 and $7.2 million at December 31, 1994 and
1993, respectively, include, primarily, investments in real estate partnerships.

8. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS:

The following table presents the carrying amounts and respective estimated
fair values of the Company's financial instruments at December 31, 1994. The
calculations of estimated fair values involve considerable judgement.
Accordingly, these estimates of fair value are not necessarily indicative of the
values that could be negotiated in an actual sale.

<TABLE>
<CAPTION>
CARRYING ESTIMATED
AMOUNT FAIR VALUE
-------- ----------
(IN MILLIONS)
<S> <C> <C>
FINANCIAL ASSETS:
Cash.................................................. $ 10.4 $ 10.4
Short term investments................................ 68.3 68.3
Common Stock (unaffiliated)........................... 0.3 0.3
Fixed Income Securities............................... 992.0 938.0
Mortgage Loans........................................ 175.7 171.7
Separate Account Assets............................... 998.1 998.1
FINANCIAL LIABILITIES:
Investment-type contracts............................. 860.1 855.7
Separate Account Liabilities.......................... 998.1 998.1
</TABLE>

The methods and assumptions utilized in estimating these fair values of
financial instruments are summarized as follows:

The estimated fair value of cash, short term investments and equity
securities approximates their respective carrying amounts.

Fixed Income Securities (See Note 5)

The estimated fair values of fixed income securities are based upon quoted
market prices, where available. The fair values of fixed income securities not
actively traded and other non-publicly traded securities are estimated using
values obtained from independent pricing services or, in the case of private
placements, by discounting expected future cash flows using a current market
interest rate commensurate with the credit quality and term of the investments.

F-27
<PAGE> 80

MONY LIFE INSURANCE COMPANY OF AMERICA

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

8. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS: -- (CONTINUED)

Mortgage Loans

The fair value of mortgage loans is estimated by discounting expected
future cash flows, using current interest rates for similar loans to borrowers
with similar credit risk. Loans with similar characteristics are aggregated for
purposes of the calculations.

Policy Loans

Policy loans are an integral component of insurance contracts and have no
maturity dates. Management has determined that it is not practicable to estimate
the fair value of policy loans.

Separate Account

The estimated fair value of separate account assets and liabilities
approximates their respective carrying amounts.

Investment-type contract liabilities

The fair values of the Company's liabilities under investment-type
contracts are estimated by discounting expected cash outflows using interest
rates currently offered for similar contracts with maturities consistent with
those remaining for the contracts being valued, where appropriate. The fair
values of other investment-type contracts are based on estimates of the value of
payments available upon full surrender.

9. RESERVES:

The withdrawal characteristics of the Company's annuity actuarial reserves
and deposit liabilities as of December 31, 1994 were as follows:

<TABLE>
<CAPTION>
RESERVES
-------------
(IN MILLIONS)
<S> <C>
Not subject to discretionary withdrawal provision.............. $ 80
SUBJECT TO DISCRETIONARY WITHDRAWAL -- WITH ADJUSTMENT:
- at book value less surrender charges........................ 223
- at market value............................................. 946
-------
Subtotal.................................................. 1,169
SUBJECT TO DISCRETIONARY WITHDRAWAL -- WITHOUT ADJUSTMENT:
- at book value (minimal or no charge or adjustment).......... 576
-------
Total annuity actuarial reserves and deposit liabilities
(gross)...................................................... 1,825
-------
Less: Reinsurance......................................... 0
-------
Total annuity actuarial reserves and deposit liabilities
(net)........................................................ $ 1,825
=======
</TABLE>

The amounts above are included in the Company's balance sheet as life
insurance and annuity reserves ($878) million and separate account liabilities
($947) million.

10. REINSURANCE:

Life insurance business is ceded on a yearly renewable term basis to MONY
and other insurance companies under various reinsurance contracts. The Company's
practice is to retain no more than $0.5 million of risk on any one person. The
total amount of reinsured life insurance in force on this basis was $2.3 billion
at December 31, 1994 and 1993. Premiums ceded under these contracts were $11.7
million and $10.2 million;

F-28
<PAGE> 81

MONY LIFE INSURANCE COMPANY OF AMERICA

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

10. REINSURANCE: -- (CONTINUED)
benefit payments recovered were $12.3 million and $11.7 million; policy reserve
credits recorded were $9.2 million and $8.7 million; and recoverable amounts on
paid and unpaid losses were $1.6 million and $5.2 million in 1994 and 1993,
respectively.

The Company is contingently liable with respect to ceded insurance should
any reinsurer be unable to meet its obligations under these agreements.

11. COMMITMENTS AND CONTINGENCIES:

The Company is a defendant in various legal actions arising primarily from
its investment and insurance operations. In addition, insurance companies are
subject to assessments, up to statutory limits, by state guaranty funds for
losses of policyholders of insolvent insurance companies. In the opinion of
management, the outcome of the legal proceedings and assessments will not have a
material adverse effect on the financial position and the results of operations
of the Company.

12. RELATED PARTY TRANSACTIONS:

At December 31, 1994 and 1993, approximately 35% and 43%, respectively, of
the Company's investments in mortgages were held through joint participation
with MONY.

During 1994, the Company sold commercial mortgages with a book value of
approximately $5 million to MONY for consideration of approximately $4 million.
During 1993, the Company sold commercial mortgages and bonds with a book value
of approximately $232 million to MONY for consideration of approximately $237
million. Both sales were based on the estimated fair value of the assets. The
Company received no capital contributions from MONY in 1994 and $25 million in
1993.

13. ACCOUNTING DEVELOPMENTS:

During 1993, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 40, "Applicability of Generally Accepted Accounting
Principles to Mutual Life Insurance and Other Enterprises." The Interpretation
requires mutual life insurance companies which issue financial statements
described as prepared "in conformity with generally accepted accounting
principles" to apply all applicable authoritative accounting pronouncements in
preparing those statements. The provisions of this Interpretation are effective
for fiscal years beginning after December 15, 1995. The Interpretation indicates
that financial statements of mutual life insurance companies which are prepared
on the basis of statutory accounting practices may no longer receive an
unqualified audit opinion stating that the financial statements have been
prepared in accordance with GAAP.

In January 1995, the FASB issued 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." This Statement extends the requirements of FASB Statements No. 60,
"Accounting and Reporting by Insurance Enterprises", No. 97, "Accounting and
Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for
Realized Gains and Losses from the Sale of Investments", and No. 113,
"Accounting and Reporting for Reinsurance of Short-Duration and LongDuration
Contracts", to mutual life insurance enterprises. In 1995, the AICPA established
accounting for certain participating life insurance contracts of mutual life
insurance enterprises in its Statement of Position 95-1, "Accounting for Certain
Insurance Activities of Mutual Life Insurance Enterprises." FASB Statement No.
120 and the AICPA Statement of Position are effective for fiscal years beginning
after December 15, 1995. The Company is currently evaluating the impact of these
accounting developments on its financial statements.

F-29
<PAGE> 82

MONY LIFE INSURANCE COMPANY OF AMERICA

SUPPLEMENTAL SCHEDULE OF SELECTED FINANCIAL DATA
FOR THE YEAR ENDED DECEMBER 31, 1994
(AMOUNTS IN $ THOUSANDS)

The following is a summary of certain financial data from the Company's
Annual Statement included in other exhibits and schedules subjected to audit
procedures by independent accountants and utilized by the Company's actuaries in
the determination of reserves.

<TABLE>
<S> <C>
INVESTMENT INCOME EARNED
Government Bonds.............................................. 13,167
Other bonds (unaffiliated).................................... 60,043
Bonds of affiliates........................................... 0
Preferred stocks (unaffiliated)............................... 20
Preferred stocks of affiliates................................ 0
Common stocks (unaffiliated).................................. 4
Common stocks of affiliates................................... 0
Mortgage loans................................................ 17,645
Real estate................................................... 14,699
Premium notes, policy loans and liens......................... 1,614
Collateral loans.............................................. 0
Cash on hand and on deposit................................... 0
Short-term investments........................................ 1,769
Other Invested Assets......................................... 0
Derivative Instruments........................................ 0
Aggregate write-ins for investment income..................... 1,502
--------
Gross investment income.................................... 110,463
========

REAL ESTATE OWNED -- BOOK VALUE LESS ENCUMBRANCES............... 69,893

MORTGAGE LOANS -- BOOK VALUE:
Farm mortgages................................................ 104,438
Residential mortgages......................................... 0
Commercial mortgages.......................................... 71,270
--------
Total mortgage loans....................................... 175,708
========
MORTGAGE LOANS BY STANDING -- BOOK VALUE:
Good standing................................................. 162,476
Good standing with restructured terms......................... 10,941
Interest overdue more than three months, not in foreclosure... 2,291
Foreclosure in process........................................ 0
OTHER LONG TERM ASSETS -- STATEMENT VALUE....................... 39,588

COLLATERAL LOANS................................................ 0
</TABLE>

F-30
<PAGE> 83

MONY LIFE INSURANCE COMPANY OF AMERICA

SUPPLEMENTAL SCHEDULE OF SELECTED FINANCIAL DATA -- (CONTINUED)

<TABLE>
<S> <C>
BONDS AND STOCKS OF PARENTS, SUBSIDIARIES AND AFFILIATES -- BOOK
VALUE
Bonds........................................................... 0
Preferred Stocks.............................................. 0
Common Stocks................................................. 0

BONDS AND SHORT-TERM INVESTMENTS BY CLASS AND MATURITY:
BONDS BY MATURITY -- STATEMENT VALUE
Due within one year or less................................ 141,985
Over 1 year through 5 years................................ 381,825
Over 5 years through 10 years.............................. 492,000
Over 10 years through 20 years............................. 23,346
Over 20 years.............................................. 21,166
---------
Total by Maturity........................................ 1,060,322
=========

BONDS BY CLASS -- STATEMENT VALUE
Class 1.................................................... 562,407
Class 2.................................................... 428,299
Class 3.................................................... 33,630
Class 4.................................................... 17,681
Class 5.................................................... 11,859
Class 6.................................................... 6,446
---------
Total by Class........................................... 1,060,322
=========

TOTAL BONDS PUBLICLY TRADED..................................... 596,943
TOTAL BONDS PRIVATELY PLACED.................................... 463,379

PREFERRED STOCKS -- STATEMENT VALUE............................. 0
COMMON STOCKS -- MARKET VALUE................................... 300
SHORT TERM INVESTMENTS -- BOOK VALUE............................ 68,268

FINANCIAL OPTIONS OWNED -- STATEMENT VALUE...................... 0
FINANCIAL OPTIONS WRITTEN AND IN FORCE -- STATEMENT VALUE....... 0
FINANCIAL FUTURES CONTRACTS OPEN -- CURRENT PRICE............... 0

CASH ON HAND & ON DEPOSIT....................................... 10,394

LIFE INSURANCE IN FORCE:
Industrial.................................................... 0
Ordinary...................................................... 7,076,866
Credit Life................................................... 0
Group Life.................................................... 1,309,314
AMOUNT OF ACCIDENTAL DEATH INSURANCE IN FORCE UNDER ORDINARY
POLICIES...................................................... 117,811
</TABLE>

F-31
<PAGE> 84

MONY LIFE INSURANCE COMPANY OF AMERICA

SUPPLEMENTAL SCHEDULE OF SELECTED FINANCIAL DATA -- (CONTINUED)

<TABLE>
<S> <C>
LIFE INSURANCE POLICIES WITH DISABILITY PROVISIONS IN FORCE:
Industrial.................................................... 0
Ordinary...................................................... 2,482,754
Credit Life................................................... 0
Group Life.................................................... 167,917

SUPPLEMENTARY CONTRACTS IN FORCE:
Ordinary -- Not Involving Life Contingencies
Amount on Deposit.......................................... 13,449
Income Payable............................................. 393

Ordinary -- Involving Life Contingencies
Income Payable............................................. 2,030

Group -- Not Involving Life Contingencies
Amount on Deposit.......................................... 0
Income Payable............................................. 0

Group -- Involving Life Contingencies
Income Payable............................................. 0

ANNUITIES:
Ordinary
Immediate -- Amount of Income Payable...................... 0
Deferred -- Fully Paid Account Balance..................... 0
Deferred -- Not Fully Paid -- Account Balance.............. 0

Group
Amount of Income Payable................................... 0
Fully Paid Account Balance................................. 74,936
Not Fully Paid -- Account Balance.......................... 0

ACCIDENT AND HEALTH INSURANCE -- PREMIUMS IN FORCE:
Ordinary...................................................... 0
Group......................................................... 0
Credit........................................................ 0

DEPOSIT FUNDS AND DIVIDEND ACCUMULATIONS:
Deposit Funds -- Account Balance.............................. 786,978
Dividend Accumulations -- Account Balance..................... 0

</TABLE>

F-32
<PAGE> 85

MONY LIFE INSURANCE COMPANY OF AMERICA

SUPPLEMENTAL SCHEDULE OF SELECTED FINANCIAL DATA -- (CONTINUED)

<TABLE>
<S> <C>
CLAIM PAYMENTS 1994:
Group Accident and Health Year -- Ended December 31, 1994
1994....................................................... 0
1993....................................................... 0
1992....................................................... 0
Other Accident & Health
1994....................................................... 0
1993....................................................... 0
1992....................................................... 0
Other Coverages that use developmental methods to calculate
claim reserves
1994....................................................... 0
1993....................................................... 0
1992....................................................... 0
</TABLE>

F-33
<PAGE> 86

PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) The following Financial Statements are included in this Registration
Statement:

(1) With respect to MONY America Variable Account A:

(a) Report of Independent Accountants;

(b) Statements of assets and liabilities as of December 31, 1994;

(d) Statements of changes in net assets for the years ended December
31, 1994 and 1993.

(2) With respect to MONY Life Insurance Company of America:

(a) Report of Independent Accountants;

(b) Balance sheets as of December 31, 1994 and 1993;

(d) Statements of capital and surplus for the years ended December 31,
1994 and 1993;

(e) Statements of cash flows for the years ended December 31, 1994 and
1993.

(b) Exhibits

(1) Resolutions of Board of Directors of MONY Life Insurance Company
of America ("Company") authorizing the establishment of MONY America
Variable Account A ("Variable Account"), adopted March 27, 1987, filed as
Exhibit 1 of Registration Statement Nos. 33-14362 and 811-5166, dated May
18, 1987, is incorporated herein by reference.

(2) Not applicable.

(3)(a) Distribution Agreement among MONY Life Insurance Company of
America, MONY Securities Corp., and MONY Series Fund, Inc., filed as
Exhibit 3(a) of Post-Effective Amendment No. 3, dated February 28, 1991, to
Registration Statement No. 33-20453, is incorporated by reference herein.

(b) Specimen Agreement with Registered Representatives, filed as
Exhibit 3(b) of Pre-Effective Amendment No. 1, dated December 17, 1990,
to Registration Statement Nos. 33-37722 and 811-6216, is incorporated
herein by reference.

(c) Specimen Agreement (Career Contract) between the Company and
selling agents (with Commission Schedule), filed as Exhibit 3(c) of
Pre-Effective Amendment No. 1, dated October 26, 1987, to Registration
Statement Nos. 33-14362 and 811-5166, is incorporated herein by
reference.

(4) Proposed forms of Flexible Payment Variable Annuity Contracts,
filed as Exhibit 4 to Registration Statement No. 33-20696, is incorporated
herein by reference.

(5) Proposed form of Application for Flexible Payment Variable Annuity
Contract, filed as Exhibit 4 to Registration Statement No. 33-20696, is
incorporated herein by reference.

(6) Articles of Incorporation and By-Laws of the Company, filed as
Exhibits 6(a) and 6(b), respectively, of Registration Statement No.
33-13183, dated April 6, 1987, is incorporated herein by reference.

(7) Not applicable.

(8) Not applicable.

C-1
<PAGE> 87

(9) Opinion and Consent of Willard G. Eldred, Esq., as to the legality
of the securities being registered filed as Exhibit 9 of Pre-Effective
Amendment No. 1, dated July 13, 1988, to Registration Statement No.
33-20696, is incorporated herein by reference.

(10) Consent of Coopers & Lybrand L.L.P., Independent Accountants for
MONY America Variable Account A.

Consent of Coopers & Lybrand L.L.P., Independent Accountants, for MONY
Life Insurance Company of America.

(11) Not applicable.

(12) Not applicable.

(13) Calculation of Performance Data, filed as Exhibit 13 of Post
Effective Amendment No. 12, dated February 28, 1995, to Registration
Statement No. 33-20696, is incorporated by reference.

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

<TABLE>
<CAPTION>
NAME POSITION AND OFFICES WITH DEPOSITOR
- ------------------------------ -----------------------------------------------------------
<S> <C>
Michael I. Roth............... Director, Chairman and Chief Executive Officer
Samuel J. Foti................ Director, President and Chief Operating Officer
Richard E. Connors............ Director
Richard Daddario.............. Director, Vice President, and Controller
Phillip A. Eisenberg.......... Vice President and Actuary
Thomas M. Donohue............. Vice President
Margaret G. Gale.............. Vice President
Stephen J. Hall............... Director
Edward E. Hill................ Vice President--Chief Compliance Officer
Evelyn L. Peos................ Vice President
Theodore J. Shalack........... Director and Vice President
Michael Slipowitz............. Vice President
Kenneth M. Levine............. Director
David S. Waldman.............. Secretary
David V. Weigel............... Treasurer
Charles P. Wyckoff............ Director
Maureen C. Zupan.............. Director and Vice President
</TABLE>

The business address for all officers and directors of MONY America is 1740
Broadway, New York, New York 10019.

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT

No person is directly or indirectly controlled by the Registrant. The
Registrant is a separate account of MONY Life Insurance Company of America, a
wholly-owned subsidiary of The Mutual Life Insurance Company of New York
("MONY").

The following is a diagram showing all corporations directly or indirectly
controlled by or under common control with MONY Life Insurance Company of
America, showing the state or other sovereign power under the laws of which each
is organized and the percentage ownership of voting securities giving rise to
the control relationship. (See diagram on following page.) Omitted from the
diagram are subsidiaries of MONY that, considered in the aggregate, would not
constitute a "significant subsidiary" (as that term is defined in Rule 8b-2
under Section 8 of the Investment Company Act of 1940) of MONY.

C-2
<PAGE> 88

ORGANIZATIONAL CHART

Attach a chart or listing presenting the identities of interrelationships
between the parent, all affiliated insurers and other affiliates, identifying
all insurers as such and listing the Federal Employer's Identification Number
for each. The NAIC Company code and two-letter state abbreviation of the state
of domicile should be included for all domestic insurers. The relationship of
the Holding Company Group to the ultimate parent (if such parent is outside the
reported holding company) should be shown. No non-insurer need be shown if it
does not have any activities reported in Part 2 and its total assets are less
than one-half of one percent of the total assets of the largest affiliated
insurer.

ORGANIZATIONAL CHART

C-3
<PAGE> 89

ITEM 27. NUMBER OF CONTRACT OWNERS:

As of December 31, 1994, MONY America Variable Account A had 873 owners of
Contracts.

ITEM 28. INDEMNIFICATION

The By-Laws of MONY Life Insurance Company of America provide, in Article
VI as follows:

SECTION 1. The Corporation shall indemnify any existing or former
director, officer, employee or agent of the Corporation against all expenses
incurred by them and each of them which may arise or be incurred, rendered or
levied in any legal action brought or threatened against any of them for or on
account of any action or omission alleged to have been committed while acting
within the scope of employment as director, officer, employee or agent of the
Corporation, whether or not any action is or has been filed against them and
whether or not any settlement or compromise is approved by a court, all subject
and pursuant to the provisions of the Articles of Incorporation of this
Corporation.

SECTION 2. The indemnification provided in this By-Law shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

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

ITEM 29. PRINCIPAL UNDERWRITERS

(a) MONY Securities Corp. ("MSC") is the principal underwriter of the
Registrant and of the Fund. The Mutual Life Insurance Company of New York
("MONY") also acts as sub-investment adviser to the Fund through a services
agreement.

(b) The names, titles, and principal business addresses of the officers of
MONY and MSC are listed on Schedules A and D of the respective Forms ADV for
MONY (Registration No. 801-13564), as filed with the Commission on December 20,
1977 and as amended, and on Schedule A of Form BD for MSC (Registration No.
8-15289), as filed with the Commission on November 23, 1969 and as amended and
on the individual officer's Form U-4, the texts of which are hereby incorporated
by reference.

(c) The following table sets forth commissions and other compensation
received by each principal underwriter, directly or indirectly, from MONY
America Variable Account A during fiscal year 1993 and 1994:

<TABLE>
<CAPTION>
NET UNDERWRITING
DISCOUNTS AND COMPENSATION BROKERAGE
COMMISSIONS ON REDEMPTION COMMISSIONS COMPENSATION
------------------- ------------------- ------------------- -------------------
NAME OF PRINCIPAL UNDERWRITER 1993 1994 1993 1994 1993 1994 1993 1994
- --------------------------------------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MONY Securities Corp................... 0 0 0 0 0 0 0 0
</TABLE>

C-4
<PAGE> 90

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

Accounts, books, and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder
are maintained by MONY Life Insurance Company of America, in whole or in part,
at its principal offices at 1740 Broadway, New York, New York 10019, at its
Operations Center at 1 MONY Plaza, Syracuse, New York 13202 or at its Marketing
Center at 500 Frank W. Burr Boulevard, Teaneck, New Jersey 07666-6888.

ITEM 31. MANAGEMENT SERVICES

Not applicable.

ITEM 32. UNDERTAKINGS

(a) Registrant hereby undertakes to file post-effective amendments to the
Registration Statement as frequently as is necessary to ensure that the audited
financial statements in the Registration Statement are never more than 16 months
old for so long as payments under the variable annuity contracts may be
accepted;

(b) Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
post card or similar written communication affixed to or included in the
prospectus that the applicant can remove to send for a Statement of Additional
Information;

(c) Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
this Form promptly upon written or oral request.

C-5
<PAGE> 91

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, MONY America Variable Account A,
has duly caused this Post-Effective Amendment No. 13 to this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of New York and the State of New York, on this 25th day
of April, 1995.

MONY AMERICA VARIABLE ACCOUNT A
(Registrant)

MONY LIFE INSURANCE COMPANY OF AMERICA
(Depositor)

By: /S/ MICHAEL I. ROTH
----------------------------------

MICHAEL I. ROTH, DIRECTOR,
CHAIRMAN AND CHIEF EXECUTIVE
OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 13 to this Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE DATE
- --------------------------------------------- ----------------

<S> <C>
/s/ MICHAEL I. ROTH April 25, 1995
- ---------------------------------------------
Michael I. Roth
Director, Chairman of the Board and Chief
Executive Officer

/s/ SAMUEL J. FOTI April 25, 1995
- ---------------------------------------------
Samuel J. Foti
Director, President and Chief Operating Officer

/s/ RICHARD DADDARIO April 25, 1995
- ---------------------------------------------
Richard Daddario
Director, Vice President and Controller
(Principal Financial and Accounting Officer)

/s/ KENNETH M. LEVINE April 25, 1995
- ---------------------------------------------
Kenneth M. Levine
Director and Executive Vice President
</TABLE>

C-6
<PAGE> 92

<TABLE>
<CAPTION>
SIGNATURE DATE
- --------------------------------------------- ----------------

<S> <C>
/S/ THEODORE J. SHALACK April 25, 1995
- ---------------------------------------------
Theodore J. Shalack
Director and Vice President

/S/ RICHARD E. CONNORS
- ---------------------------------------------
Richard E. Connors
Director

/S/ STEPHEN J. HALL
- ---------------------------------------------
Stephen J. Hall
Director

/S/ CHARLES D. WYCKOFF
- ---------------------------------------------
Charles D. Wyckoff
Director
</TABLE>

C-7
<PAGE> 93

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------
<C> <S> <C>
(10) Consent of Coopers & Lybrand, Independent Accountants
(27) Financial Data Schedule
</TABLE>

<PAGE> 1
[COOPERS & LYBRAND LETTERHEAD]

CONSENT OF INDEPENDENT ACCOUNTANTS

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

We consent to the inclusion in Post-Effective Amendment No. 13 to the
Registration Statement on Form N-4 (File No. 33-20696) of our report dated
February 21, 1995, on our audit of the financial statements of MONY America
Variable Account A and our report dated February 28, 1995, on our audit of the
financial statements of MONY Life Insurance Company of America.

We also consent to the reference to our Firm in the Statement of Additional
Information under the caption "Independent Accountants."

COOPERS & LYBRAND L.L.P.

New York, New York
April 24, 1995

<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) The
Mony Life Insurance Company Annual Statement which is prepared in conformity
with Statutory Accounting Principles.
</LEGEND>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<DEBT-HELD-FOR-SALE> 0
<DEBT-CARRYING-VALUE> 992,054,074
<DEBT-MARKET-VALUE> 938,000,000
<EQUITIES> 299,939
<MORTGAGE> 175,707,618
<REAL-ESTATE> 69,892,725
<TOTAL-INVEST> 1,277,611,624
<CASH> 78,662,397
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 2,393,269,410
<POLICY-LOSSES> 459,458,737
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 3,253,309
<POLICY-HOLDER-FUNDS> 844,971,978
<NOTES-PAYABLE> 0
<COMMON> 2,500,000
0
0
<OTHER-SE> 102,414,927
<TOTAL-LIABILITY-AND-EQUITY> 2,393,269,410
500,329,021
<INVESTMENT-INCOME> 96,286,949
<INVESTMENT-GAINS> (2,344,052)
<OTHER-INCOME> 23,290
<BENEFITS> 525,809,515
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 59,133,632
<INCOME-PRETAX> 9,352,061
<INCOME-TAX> 3,241,000
<INCOME-CONTINUING> 6,111,061
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,111,061
<EPS-PRIMARY> 2.44
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0

</TABLE>