VEL ACCOUNT OF ALLMERICA FINANCIAL LIFE INSURANCE & ANN CO
497, 1996-01-29
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                              Prospectus Supplement
                                    VEL Plus
                   Supplement to Prospectus dated May 1, 1995


Effective February 27,  1996, the Company is reducing the charge for mortality
and expense risks under the Policies from an annual rate of 0.90% to an annual
rate of 0.65% of the average daily net asset value of each Sub-Account.    The
first sentence under the caption "CHARGES AGAINST THE VEL ACCOUNT" on page 8 of
the prospectus is amended to read in its entirety as follows:

     CHARGES AGAINST THE VEL ACCOUNT - A daily charge equivalent to an effective
     annual rate of 0.65% of the average daily net asset value of each
     Sub-Account is imposed to compensate the Company for its assumption of
     certain mortality and expense risks.

The first sentence under the caption "CHARGES AGAINST ASSETS OF THE VEL ACCOUNT"
on page 34 of the prospectus is amended to read in its entirety as follows:

     The Company currently makes a charge on an annual basis of 0.65% of the
     daily net asset value in each Sub-Account.

The first sentence of the fifth paragraph under the caption APPENDIX C -
ILLUSTRATIONS OF SUM INSURED, POLICY VALUES AND ACCUMULATED PREMIUMS on page 89
of the Prospectus is amended to read in its entirety as follows:

     The amounts shown for the Death Proceeds and Policy Values take into
     account the deduction from premiums for the premium tax charge, the Monthly
     Deduction from Policy Value, and a daily charge of 0.90% against the
     Sub-Accounts for mortality and expense risks (the actual mortality and
     expense risk charge is currently 0.65%).

                                      * * *



                                               Supplement Dated February 8, 1996


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