CHARTER NATIONAL VARIABLE ANNUITY ACCOUNT
497, 1995-05-05
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                           SCUDDER HORIZON PLAN
                              PROSPECTUS FOR
                FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY

     This Prospectus describes the no sales load Flexible Premium Variable
Deferred Annuity (the "Contract") offered by Charter National Life
Insurance Company ("Charter"), 8301 Maryland Avenue, St. Louis, Missouri
63105.  The Contract is designed to provide for accumulation of capital on
a tax-deferred basis for retirement or other long-term purposes.  The
Contract is available to individuals, as well as to certain retirement
plans and individual retirement accounts that qualify for special federal
income tax treatment.  The Contract also may be purchased for use as an
Individual Retirement Annuity that qualifies for special federal income tax
treatment applicable to "IRAs."
     The Contract may be purchased for a minimum initial payment of $2,500.
No commission or sales charge is deducted from the purchase payments or
from amounts payable upon surrender of the Contract.  The owner of a
Contract (the "Owner") may make additional payments subject to certain
conditions and limitations.
     An Owner may direct that payments accumulate on a completely variable
basis, a completely fixed basis, or a combination variable and fixed basis.
To the extent that an Owner elects to have payments accumulate on a
variable basis, payments under the Contract will be allocated to one or
more subaccounts (the "Subaccounts") of the Charter National Variable
Annuity Account (the "Variable Account").  Each Subaccount invests
exclusively in one of the following mutual fund portfolios of the Scudder
Variable Life Investment Fund, an investment company registered under the
Investment Company Act of 1940, as amended (the "Fund"):  the Money Market
Portfolio, the Bond Portfolio, the Capital Growth Portfolio, the Balanced
Portfolio, the Growth and Income Portfolio, and the International
Portfolio.  Scudder, Stevens & Clark, Inc. acts as sole investment adviser
to the Fund.  The Owner bears the complete investment risk for all payments
allocated to the Variable Account.  (Continued on next page)


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


                The Date of This Prospectus is May 1, 1995



<PAGE>
(Continued from cover page)

     Please read this Prospectus carefully and retain it for future
reference. The Prospectus sets forth the information that a prospective
investor should know before investing in a Contract.  A Statement of
Additional Information about the Contract and the Variable Account, which
has the same date as this Prospectus, has been filed with the Securities
and Exchange Commission and is incorporated herein by reference.  The
Statement of Additional Information is available at no cost by writing to
Charter National Life Insurance Company, 8301 Maryland Avenue, St. Louis,
Missouri 63105 or by calling (800) 242-4402.  The table of contents of the
Statement of Additional Information is included at the end of this
Prospectus.



<PAGE>
                             TABLE OF CONTENTS
                                                                    Page
DEFINITIONS                                                           1
SUMMARY                                                               4
FEE TABLE                                                             8
CONDENSED FINANCIAL INFORMATION                                      10
     Financial Statements for the Variable Account and Charter       11
CALCULATION OF YIELDS AND TOTAL RETURNS                              11
OTHER PERFORMANCE DATA                                               12
CHARTER AND THE VARIABLE ACCOUNT                                     13
     Charter National Life Insurance Company                         13
     Charter National Variable Annuity Account                       13
SCUDDER VARIABLE LIFE INVESTMENT FUND                                14
     Addition, Deletion, or Substitution  of Investments             16
THE GENERAL ACCOUNT                                                  17
THE CONTRACT                                                         18
     Contract Application and Issuance of Contracts                  18
     Examination Period                                              19
     Payments                                                        20
     Allocation of Payments                                          21
     Transfers                                                       22
     Account Value                                                   23
     Contract Ownership                                              25
     Assignment of Contract                                          25
     State Exceptions                                                26
DISTRIBUTIONS UNDER THE CONTRACT                                     26
     Full and Partial Surrender Privileges                           26
     Annuity Payments                                                27
     Annuity Income Options                                          28
     Maturity Date                                                   30
     Death Benefit                                                   30
     Beneficiary Provisions                                          31
     Death of Owner                                                  31
     Employment-Related Benefit Plans                                31
CHARGES AND DEDUCTIONS                                               32
     Mortality and Expense Risk Charge                               32
     Contract Administration Charge                                  33
     Records Maintenance Charge                                      33
     Premium Taxes                                                   34
     Other Taxes                                                     34
     Transfer Charges                                                34
     Charges Against the Fund                                        34

                                     i
                                     
<PAGE>
                             TABLE OF CONTENTS
                                                                    Page

CERTAIN FEDERAL INCOME TAX CONSEQUENCES                              35
     Tax Status of the Contract                                      36
     Taxation of Annuities                                           38
     Taxation of Charter                                             41
GENERAL PROVISIONS                                                   41
     The Contract                                                    41
     Deferment of Payment and Transfers                              42
     Contract Expiration                                             42
     Misstatement of Age or Sex                                      42
     Nonparticipating Contract                                       43
     Written Notices and Requests;  Owner Inquiries                  43
     Records and Reports                                             43
DISTRIBUTION OF THE CONTRACT                                         43
VOTING RIGHTS                                                        44
LEGAL PROCEEDINGS                                                    45
ADDITIONAL INFORMATION                                               45
TABLE OF CONTENTS FOR STATEMENT
  OF ADDITIONAL INFORMATION                                          46


If you have any questions about your Contract please call or write our home
office at 8301 Maryland Avenue, St. Louis, Missouri  63105, (800) 242-4402.


The Contract is not available in all States.

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

                                    ii
                                     
<PAGE>
                                DEFINITIONS

     Account Value -- The total on any Valuation Date of the amount(s) in
the Subaccount(s) and General Account of a Contract.  The Account Value is
referred to in the Contract as the Accumulated Value.

     Age -- The Annuitant's age on his or her birthday nearest to the
Contract Anniversary.

     Annuitant -- The person whose life is used to determine the duration
and amount of any Annuity Payments and upon whose death prior to the
Maturity Date a Death Benefit under the Contract is paid.

     Annuity Income Option -- A method of receiving Annuity Payments.

     Annuity Payments -- A series of payments made under the Contract,
payable if the Annuitant is living on the Maturity Date and the Contract is
in force at such time.

     Beneficiary -- The person(s) designated under the Contract to receive
the benefits of the Contract if no Owner is living.

     Charter -- Charter National Life Insurance Company.

     Code -- The Internal Revenue Code of 1986, as amended, or any
successor provision or provisions.

     Contract -- The no sales load Flexible Premium Variable Deferred
Annuity offered by Charter and described in this Prospectus.  It includes
the Contract, application, riders, and any endorsements.

     Contract Anniversary -- The same date in each year as the Contract
Date.

     Contract Date -- The date set forth in the Contract that is used to
determine Contract Years, Contract Months, and Contract Anniversaries. The
Contract Date will be the same as the Effective Date unless the Effective
Date is the 29th, 30th, or 31st of a month, in which case the Contract Date
will be the 28th of the same month.

     Contract Month -- A period beginning on a Monthly Anniversary and
ending on the day immediately preceding the next Monthly Anniversary.

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

                                     1
                                     
<PAGE>
     Death Benefit -- An amount equal to the greater of the Account Value
or the Guaranteed Death Benefit, payable under the Contract in the event of
the death of the Annuitant prior to the Maturity Date.

     Declaration Period -- A period of time between 1 and 10 years during
which specified rates of interest will be paid on Payments allocated to the
General Account.

     Effective Date -- A date within two business days after a completed
application and the full initial Payment have been received by Charter.

     Examination Period -- The period of time during which the Owner may
cancel the Contract and receive a refund of the initial Payment plus or
minus gains or losses on investments of the Payment in selected Subaccounts
and/or interest credited on Payment amounts allocated to the General
Account.  The Owner may cancel the Contract within 10 days after receipt of
such Contract.

     Fund -- The Scudder Variable Life Investment Fund, an open-end,
diversified management investment company in which the Subaccounts invest.

     General Account -- The account containing assets of Charter other than
those allocated to the Variable Account or any other separate account of
Charter.  By allocating Payments to the General Account the Owner is
entitled to a specified rate of interest for a period of 1 to 10 years.

     Guaranteed Death Benefit --The sum of the Payments made less any
partial surrenders.

     Home Office -- The principal office of Charter, located at 8301
Maryland Avenue, St. Louis, Missouri 63105.

     Joint Annuitant -- If Annuity Income Option 2 is selected, the person
designated by the Owner whose life, in addition to the life of the
Annuitant, is used to determine the duration of the Annuity Payments.

     Joint Owner -- A person sharing the privileges of ownership as stated
in the Contract.  If a Joint Owner is named, Charter will presume ownership
to be as joint tenants with right of survivorship.

     Maturity Date -- The date on which Annuity Payments are scheduled to
begin if the Annuitant is living.

     Monthly Anniversary -- The same date in each month as the Contract
Date.

                                     2
                                     
<PAGE>
     Net Payment -- A Payment less any applicable premium taxes.

     Nonqualified Contract -- A Contract other than a Qualified Contract.

     Owner -- The person having the privileges of ownership stated in the
Contract, including the right to receive Annuity Payments if the Annuitant
is living on the Maturity Date and the Contract is in force.

     Payment -- Any amount paid to purchase or increase the investment in
the Contract.  Payments are referred to in the Contract as Premiums.

     Portfolio -- One of the separate investment portfolios of the Fund in
which the Variable Account invests.  They are: the Money Market Portfolio,
the Bond Portfolio, the Capital Growth Portfolio, the Balanced Portfolio,
the Growth and Income Portfolio, and the International Portfolio.

     Proof of Death -- One of the following:  (i) a certified copy of a
death certificate, (ii) a copy of a certified decree of a court of
competent jurisdiction as to the finding of death, or (iii) any other proof
satisfactory to Charter.

     Qualified Contract -- A Contract that qualifies as an individual
retirement annuity under Section 408(b) of the Code or a Contract purchased
and held by a retirement plan or as an individual retirement account that
qualifies for special federal income tax treatment under Section 401(a) or
408(a) of the Code.

     SEC -- Securities and Exchange Commission.

     Subaccount -- An investment division of the Variable Account.  Each
Subaccount invests in shares of a different mutual fund Portfolio.

     Unit Value -- The value of each unit which is calculated each
Valuation Period.  It is similar to the net asset value of a mutual fund.
The Unit Value for each Subaccount is stated in the section of the
prospectus entitled "CONDENSED FINANCIAL INFORMATION" under the heading
"Accumulation Unit Value".

     Valuation Date -- Each day on which valuation of the assets of the
Variable Account is required by applicable law, which currently is each day
that the New York Stock Exchange is open for trading.

     Valuation Period -- The period that begins on the close of one
Valuation Date and ends on the close of the succeeding Valuation Date.

                                     3
                                     
<PAGE>
     Variable Account -- Charter National Variable Annuity Account, which
is a separate account of Charter consisting of assets allocated under the
Contracts to the Variable Account as well as assets allocated under other
variable annuity contracts issued by Charter.

     Written Notice (or Written Request) -- A notice or request in writing
by the Owner or other person to Charter.  Such notice or request must be on
the form provided by Charter and/or contain such information as Charter
requires to process the notice or request.  All written notices and
requests must be directed to Charter at its Home Office.

     1940 Act -- The Investment Company Act of 1940, as amended.


                                  SUMMARY

     This summary contains certain basic information about the Contract.
The following questions and answers should be read in conjunction with the
more detailed information appearing elsewhere in this Prospectus.

Why should a person consider purchasing a Contract?

     The Contract is designed to provide for accumulation of capital on a
tax-deferred basis for retirement or other long-term purposes.

How can a Contract be purchased?

     The Contract may be purchased for a minimum initial Payment of $2,500.
No commission or sales charge is deducted from the purchase price or from
amounts payable upon surrender of the Contract.  Payments may be from a
variety of sources, including salary, wages, savings, inheritance, a real
estate sale, and rental or investment income. An Owner may make additional
Payments under the Contract, subject to certain conditions and limitations.
As with the initial Payment, an Owner will not be charged a commission or
sales charge for additional Payments invested in the Contract.  (See
"Contract Application and Issuance of Contracts," p. 18 and "Payments," p.
20)

Can this Contract be used as an IRA?

     Yes, the Contract is available to certain individuals purchasing
individual retirement annuities.  It is also available to certain
retirement plans and retirement accounts that qualify for special federal
income tax treatment. Charter requires that persons purchase separate
Contracts if they desire to invest moneys qualifying for different annuity
tax treatment under the Code.

                                     4
                                     
<PAGE>
What variable investment options are available under the Contract?

     Currently, an Owner may invest in the following mutual fund
Portfolios: the Money Market Portfolio, the Bond Portfolio, the Capital
Growth Portfolio, the Balanced Portfolio, the Growth and Income Portfolio,
and the International Portfolio.  All Portfolios are part of the Scudder
Variable Life Investment Fund.  The assets of each Portfolio are held
separately from the other Portfolios and each has separate investment
objectives and policies.  The investment objectives and policies are
described more fully in the attached prospectus for the Fund.  The
investment adviser for all Portfolios  is Scudder, Stevens & Clark, Inc.
(See "Scudder Variable Life Investment Fund," p. 14)

What fixed rate options are available under the Contract?

     An Owner may allocate funds to the General Account in order to receive
a specified rate of return.  Payments to the General Account will receive
specified rates of interest that are declared and guaranteed by Charter for
periods of between 1 and 10 years.  At the end of the Declaration Period,
the Owner has the option to move funds into any available Subaccount or
into another Declaration Period that has a new specified rate of interest,
which is guaranteed to be no less than 3.5%.  Scudder, Stevens & Clark,
Inc. provides investment advice to Charter regarding assets in the General
Account derived from Horizon Plan Contracts.  (See "The General Account,"
p. 17)

How are Payments allocated under the Contract?

      The Owner may allocate amounts to one or more Subaccounts and/or the
General Account.  Each Subaccount invests in a separate mutual fund
Portfolio with distinct investment objectives and policies.  The Account
Value will vary with the investment performance of the selected Subaccounts
(and corresponding mutual fund Portfolios). Amounts allocated to the
General Account will earn interest at rates declared and guaranteed by
Charter.  (See "Allocation of Payments," p. 21, "Charter National Variable
Annuity Account," p. 13 and "The General Account," p. 17)

What is the purpose of the Variable Account?

     The Variable Account was established by Charter under the laws of the
State of Missouri on May 15, 1987, to invest payments received under
variable annuities offered by Charter, including the Contracts.  Under
Missouri law, the assets in the Variable Account associated with the
Contracts are not affected by, nor chargeable with, liabilities arising out
of any other business conducted by Charter.  To the extent that an Owner
allocates Payments to the Variable Account, the Account Value will vary in
accordance with the investment performance of the Subaccount(s) selected by
the Owner.  Therefore, the Owner bears the entire investment risk under the
Contract for any amounts allocated to the Variable Account.  (See "Charter
National Variable Annuity Account," p. 13)

                                     5
                                     
<PAGE>
Can assets be transferred within the Contract?

     Yes.  The Owner has the flexibility to transfer assets within the
Contract.  Amounts may be transferred among the Subaccounts and from the
Subaccounts to the General Account at any time.  Amounts may be transferred
from the General Account to the Subaccounts or within the General Account
at the end of a Declaration Period. Currently, no charge is being imposed
for any transfers among Subaccounts or the General Account.  In the future,
Charter, at its sole discretion, may decide at any time to impose a
transfer charge of $10 from each Subaccount from which funds are
transferred for the third and subsequent transfer requests made during a
Contract Year. (See "Transfers," p. 22)

What are the current charges and deductions associated with the Contract?

     Deductions will be made from the Contract's Account Value on a daily
basis for (i) costs incurred by Charter in administering the Contract at an
annual rate of .30% of the value of net assets in each Subaccount, and (ii)
the assumption by Charter of certain mortality and expense risks in
connection with the Contract at an annual rate of .40% of the value of net
assets in each Subaccount.  These daily charges are not imposed against the
General Account. (See "Charges and Deductions," p. 32)
     Currently, Charter does not charge an annual maintenance fee; however,
the Contract permits Charter to deduct a maximum amount of $40.  (See
"Records Maintenance Charge," p. 33)
     Upon purchase of the Contract or investment of additional Payments,
Charter may deduct any applicable premium tax.  The amount of premium tax
varies from state to state.  Currently, most states do not assess a premium
tax. (See "Premium Taxes," p. 34)
     The charges noted above are those currently being deducted by Charter.
For a more detailed discussion, including maximum level of charges set
forth in the Contract, see "Charges and Deductions," p. 32.
     Finally, the net asset value of the Subaccounts reflects the
investment advisory fee and other expenses incurred by the Fund.  (See
"Charges Against the Fund," p. 34)

What are the annuity benefits under the Contract?

     If the Annuitant is living on the Maturity Date and the Contract is in
force, Annuity Payments will be made to the Owner in accordance with the
terms of the Contract and the Annuity Income Option selected by the Owner.

                                     6
                                     
<PAGE>
Three Annuity Income Options are currently available:  life annuity with
installment refund, joint and survivor life annuity with installment
refund, and installments for life.  In addition, an Owner may select any
other Annuity Income Option which is offered by Charter on the Maturity
Date of the Contract.  The amount of the Annuity Payments under the Annuity
Income Options will be fixed at the Maturity Date.

What other distributions can be made under the Contract?

     A full or partial surrender of the Contract may be made at any time,
subject to certain conditions.  No commission or surrender charge is
deducted from the Account Value upon full or partial surrender of the
Contract.  No partial or full surrender may be made after the Maturity Date
or the Annuitant's death.  (See "Full and Partial Surrender Privileges," p.
26)  If the Annuitant dies before the Maturity Date, the greater of the
Account Value or the Guaranteed Death Benefit will be paid to the Owner of
the Contract.  (See "Death Benefit," p. 30)  If the Owner of a Nonqualified
contract dies before the Maturity Date and prior to the Annuitant's death,
the Account Value will be paid in a lump sum no later than 5 years
following the Owner's death.  (See "Death of Owner," p. 31)

What are the federal income tax consequences of investment in the Contract?

     With respect to Owners who are natural persons, there should be no
federal income tax payable on increases in the Account Value until there is
a distribution or deemed distribution under the Contract.  Generally, a
portion of any distribution resulting from an Annuity Payment or full or
partial surrender of the Contract, or deemed distribution resulting from a
pledge or assignment of the Contract prior to the Maturity Date, will be
taxable as ordinary income.  The taxable portion of certain distributions
will be subject to withholding unless the recipient elects otherwise.  In
addition, a penalty tax may apply to distributions or deemed distributions
under certain circumstances.  (See "Certain Federal Income Tax
Consequences," p. 35)

Can the Contract be returned after it is delivered?

     Yes.  The Contract contains a provision for an Examination Period,
which permits a purchaser to cancel a Contract by returning the Contract to
Charter at its Home Office within 10 days after receipt of the Contract.
Except as noted in "Examination Period" and "State Exceptions", in the
event of cancellation Charter will return the initial Payment, plus or
minus gains or losses from investment of the Payment in the selected
Subaccount(s) plus interest earned on Payment amounts allocated to the
General Account.  (See "Examination Period," p. 19 and "State Exceptions,"
p. 26)

                                     7

<PAGE>
                                 FEE TABLE
The following illustrates the current charges and deductions under the
Contract, as well as fees and expenses of the Fund for the 1994 calendar
year.  The purpose of this table is to assist in understanding the various
cost and expenses that the Owner will bear directly and indirectly.
Information pertaining to the Fund has been provided by the Fund.  For more
information see "CHARGES AND DEDUCTIONS" and the Fund's prospectus that is
attached to this Prospectus.

Contract Owner Transaction Expenses
     Sales Load Imposed on Payments                    NONE
     Deferred Sales Load                               NONE
     Surrender Fee                                     NONE
     Transfer Charge                                   NONE

Annual Records Maintenance Charge                      NONE

Variable Account Annual Expenses
     Mortality and Expense Risk Charge                 0.40%
     Contract Administration Charge                    0.30%
          Total Variable Account Annual Expenses       0.70%

Scudder Variable Life Investment Fund Annual Expenses
(as a percentage of average net assets for the 1994 calendar year)

                                               Other          Total
                                              Expenses      Portfolio
                              Management    (after Reim-    Operating
                                 Fees        bursement)      Expenses

Money Market Portfolio         0.370%         0.190%          0.560%
Bond Portfolio                 0.475%         0.105%          0.580%
Capital Growth Portfolio       0.475%         0.105%          0.580%
Balanced Portfolio             0.475%         0.275%          0.750%*
International Portfolio        0.875%         0.205%          1.080%
Growth and Income Portfolio    0.000%         0.750%          0.750%**

*   Scudder, Stevens & Clark, Inc. (the Adviser) voluntarily did not impose
part of its administrative fee in 1994.  Had the fee been imposed, the
ratio of operating expenses to average net assets for the year ended
12/31/94 would have been .780% for the Balanced Portfolio.

**  Scudder, Stevens & Clark, Inc. (the Adviser) voluntarily did not impose
all of its management fee and part of its administrative fee in 1994.  Had
the fee been imposed, the ratio of operating expenses to average net assets
for the year ended 12/31/94 would have been 1.610% for the Growth & Income
Portfolio.  The management fee may or may not be imposed in the future.

                                     8

<PAGE>
Example

The following example illustrates the expenses the Owner would pay on a
$1,000 investment, assuming 5% annual return on assets, if the Owner
continued the Contract, surrendered or annuitized at the end of each
period:


                               1 Year   3 Years   5 Years   10 Years
Money Market Subaccount         $13       $40       $69       $152
Bond Subaccount                 $13       $41       $70       $155
Capital Growth Subaccount       $13       $41       $70       $155
Balanced Subaccount             $15       $46       $79       $174
International Subaccount        $18       $56       $96       $209
Growth and Income Subaccount    $15       $46       $79       $174



     The fee table and example set forth above are based upon the current
level of charges deducted by Charter.  Charter reserves the right to
increase the Mortality and Expense Risk Charge to .70% per year, establish
a Records Maintenance Charge of up to $40 per year and impose a transfer
charge of $10 for the third and each subsequent transfer request made
during a Contract Year.  For a more detailed description of all charges set
forth in the Contract, see "CHARGES AND DEDUCTIONS."

     Neither the fee table nor the example reflects any premium tax which
may be deducted.  See "CHARGES AND DEDUCTIONS -- Premium Taxes."

     Charter, as well as other insurance companies whose separate accounts
invest in the Fund, has agreed to reimburse the Fund to the extent that the
total operating expenses exceed .75% for each Portfolio except for the
International Portfolio, where total operating expenses are to be
reimbursed to the extent they exceed 1.50%.


     This example should not be considered representative of past or future
expenses, performance or return.  Actual expenses may be greater or less
than those shown.  The assumed 5% annual return is hypothetical; past or
future annual returns may be greater or less than the assumed return.

                                     9
                                     

<PAGE>
CONDENSED FINANCIAL INFORMATION

     The following condensed financial information is derived from the financial
statements of the Variable Account.  The data should be read in conjunction with
the financial statements, related notes, and other financial information
included in the Statement of Additional Information.
     The following table sets forth certain information regarding the
Subaccounts for a Contract for the period from commencement of business
operations through December 31, 1994.

Accumulation unit value:
<TABLE>
<CAPTION>
                                       Year Ended December 31,                         Commencement
Subaccount           1994      1993     1992      1991    1990      1989     1988         Date*
<S>                 <C>      <C>       <C>      <C>       <C>      <C>      <C>           <C>
Money Market        16.507   16.030    15.740   15.341    14.606   13.683   12.694        12.500
Bond                19.181   20.287    18.179   17.109    14.653   13.697   12.392        12.500
Capital Growth      22.222   24.773    20.638   19.514    14.096   15.389   12.664        12.500
Balanced            20.270   20.840    19.531   18.389    14.592   15.029   12.704        12.500
International       24.641   25.027    18.287   19.003    17.174   18.830   13.772        12.500
Growth and Income   13.053     N/A      N/A      N/A      N/A       N/A       N/A         12.500

*  All Subaccounts commenced operations on October 6, 1988 except for the Growth
and Income Subaccount which commenced operations on May 1, 1994.

Number of units outstanding at end of period:
<CAPTION>
                                       Year Ended December 31,
Subaccount              1994        1993         1992        1991      1990        1989       1988
<S>                  <C>         <C>          <C>          <C>        <C>        <C>         <C>
Money Market         3,197,824   1,491,258    1,380,156    972,042    989,667    344,621     6,238
Bond                   690,782     755,914      631,581    406,545    210,921    182,698     1,882
Capital Growth       2,683,112   2,351,022    1,798,119    933,120    400,044    227,343         0
Balanced             1,426,280   1,477,645    1,243,891    779,317    492,406    399,068     9,264
International        3,543,387   2,767,700      785,559    446,099    370,916    107,751     1,741
Growth and Income    1,311,518     N/A            N/A        N/A        N/A        N/A         N/A
</TABLE>

                                       10
<PAGE>
Financial Statements for the Variable Account and Charter

     The financial statements and reports of independent certified public
accountants for the Variable Account and Charter are contained in the
Statement of Additional Information.

CALCULATION OF YIELDS AND TOTAL RETURNS

     From time to time, Charter may advertise yields and average annual
total returns for the Subaccounts.  In addition, Charter may advertise the
effective yield of the Money Market Subaccount for a Contract.  These
figures will be based on historical earnings and are not intended to
indicate future performance.
     The yield of a Money Market Subaccount for a Contract refers to the
annualized income generated by an investment under a Contract in the
Subaccount over a specified seven-day period.  The yield is calculated by
assuming that the income generated for that seven-day period is generated
each seven-day period 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 under a Contract 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.
     The yield of a Subaccount (except the Money Market Subaccount) for a
Contract refers to the annualized income generated by an investment under a
Contract in the Subaccount over a specified thirty-day period.  The yield
is calculated by assuming that the income generated by the investment
during that thirty-day period is generated each thirty-day period over a 12-
month period and is shown as a percentage of the investment.
     The average annual total return of a Subaccount for a Contract refers
to return quotations assuming an investment under a Contract has been held
in the Subaccount for various periods of time including, but not limited
to, a period measured from the date the Subaccount commenced operations.
When a Subaccount has been in operation for 1, 5, and 10 years,
respectively, the average annual total return for these periods will  be
provided.  The total return quotations  for a Contract will represent the
average annual compounded rates of return that would equate an initial
investment of $1,000 under a Contract to the redemption value of that
investment as of the last day of each of the periods for which total return
quotations are provided.
     The yield and total return calculations for a Contract do not reflect
the effect of any premium taxes that may be applicable to a particular
Contract.  To the extent that a premium tax is applicable to a particular
Contract, the yield and/or total return of that Contract will be reduced.
Because charges differ under different variable annuity contracts funded by
the Subaccounts, the yield and total return calculations for the
Subaccounts will be different for the Contracts than for other such
variable annuity contracts.

                                    11
                                     
<PAGE>
     For additional information regarding yields and total returns
calculated using the standard formats briefly described above, please refer
to the Statement of Additional Information, a copy of which may be obtained
from Charter.

                          OTHER PERFORMANCE DATA

     Charter may from time to time disclose average annual total return in
non-standard formats and cumulative total return for Contracts funded by
the Subaccounts.
     Charter may from time to time also disclose yield, standard total
returns, and non-standard total returns for the Fund's Portfolios,
including such disclosure for periods prior to the date the Variable
Account commenced operations.  For periods prior to the date the Variable
Account commenced operations, performance information for Contracts funded
by the Subaccounts will be calculated based on the performance of the
Fund's Portfolios and the assumption that the Subaccounts were in existence
for the same periods as those indicated for the Fund's Portfolios, with the
level of Contract charges that were in effect at the inception of the
Subaccounts for the Contracts.
     Non-standard performance data will only be disclosed if the standard
performance data for the required periods is also disclosed.  For
additional information regarding the calculation of other performance data,
please refer to the Statement of Additional Information, a copy of which
may be obtained from Charter.
     Expenses and performance information for the Contract and each
Subaccount may be compared in advertising, sales literature, and other
communications to expenses and performance information of other variable
annuity products tracked by independent services such as Lipper Analytical
Services, Inc. ("Lipper"), Morningstar and the Variable Annuity Research
Data Service ("V.A.R.D.S.") which monitor and rank the performance and
expenses of variable annuity issuers on an industry-wide basis.  From time
to time, Charter may also compare using other indices that measure
performance, such as Standard & Poor's 500 Composite ("S & P 500") or the
Dow Jones Industrial Average ("Dow").  Unmanaged indices may assume
reinvestment of dividends that generally do not reflect deductions for
administrative and management cost and expenses.
     Charter may also report other information including the effect of tax-
deferred compounding on a Subaccount's investment returns, or returns in
general, which may be illustrated by tables, graphs, or charts.  All income
and capital gains derived from Subaccount investments are reinvested and
compound tax deferred until distributed. Such tax-deferred compounding can
lead to substantial long-term accumulation of assets, provided that the
underlying Portfolio's investment experience is positive.

                                    12

<PAGE>
                     CHARTER AND THE VARIABLE ACCOUNT

Charter National Life Insurance Company

     Charter is a stock life insurance company incorporated under the laws
of the State of Missouri on December 7, 1955.  Charter, with assets of $2.9
billion as of December 31, 1994, is engaged principally in the offering of
insurance products on a direct marketed basis.  Charter is authorized to
conduct business in 49 states, the District of Columbia and Puerto Rico.
The rating of Charter as an insurance company by A. M. Best may be referred
to in sales literature, advertisements or other reports from time to time.
These ratings reflect their current opinion of the relative financial
strength and operating performance of an insurance company in comparison to
the norms of the life/health industry. Best's Ratings range from A++ to F.
An A rating means, in the opinion of A. M. Best, that the insurer has
demonstrated a strong ability to meet its respective  policyholder and
other contractual obligations. These ratings have no bearing on the
Variable Accounts investment performance. The principal offices of Charter
are located at 8301 Maryland Avenue, St. Louis, Missouri 63105, and its
telephone number at that address is (800) 242-4402.
     Charter also is engaged in the insurance business through various
subsidiary companies.  Charter's subsidiaries include the Colonial Penn
Group, Inc. which offers life, health, and auto insurance through its two
life and four casualty subsidiaries.  Intramerica Life Insurance Company, a
Colonial Penn subsidiary, offers Scudder Horizon Plan to residents of New
York.
     Charter is a wholly owned subsidiary of Leucadia National Corporation
("Leucadia"), a New York corporation. Leucadia is a diversified holding
company, the common stock of which is listed on the New York Stock Exchange
and the Pacific Stock Exchange under the symbol ("LUK").
     Campet, Inc., a Leucadia subsidiary owns all of the outstanding stock
of CNL, Inc. ("CNL") the principal underwriter for the Contracts. See
"DISTRIBUTION OF THE CONTRACT."

Charter National Variable Annuity Account

     The Variable Account was established by Charter as a separate
investment account under the laws of the State of Missouri on May 15, 1987.
The Variable Account will receive and invest the Payments under the
Contracts.  In addition, the Variable Account may receive and invest
payments for other variable annuities offered by Charter.
     Under Missouri law, that portion of the assets of the Variable Account
equal to the reserves and other contracts liabilities with respect to the
account shall not be chargeable with liabilities arising out of any other
business Charter may conduct.  However, assets of the Variable Account will
be available to cover the liabilities of the general account of Charter to
the extent that the assets of the Variable Account exceed its liabilities

                                    13

<PAGE>
arising under the variable annuity contracts it supports.  The obligations
under the Contracts are obligations of Charter.
     The Variable Account is divided into Subaccounts. Each Subaccount
invests exclusively in shares of one of the Portfolios of the Fund.
Income, gains, and losses from the assets of each Subaccount are credited
to or charged against such Subaccount without regard to income, gains, or
losses of any other Subaccount or income, gains, or losses arising out of
any other business conducted by Charter.
     The Variable Account is registered with the SEC as a unit investment
trust under the 1940 Act and meets the definition of a "separate account"
under the Federal securities laws.  Registration with the SEC does not
involve supervision of the management or investment practices or policies
of the Variable Account or Charter by the SEC.

                   SCUDDER VARIABLE LIFE INVESTMENT FUND

     The Variable Account will invest exclusively in shares of the Scudder
Variable Life Investment Fund (the "Fund").  The Fund is registered with
the SEC under the 1940 Act as an open-end, diversified management
investment company.  Scudder, Stevens & Clark, Inc. is investment adviser
to the mutual fund Portfolios available under the Contract.  The
registration of the Fund does not involve supervision of its management or
investment practices or policies by the SEC. The Fund is designed to
provide an investment vehicle for variable annuity contracts and variable
life insurance policies.  Therefore, shares of the Fund are sold only to
insurance company separate accounts, including the Variable Account and
another separate account of Charter.  Charter cannot guarantee that the
Fund will always be available for the Contracts, but in the unlikely event
that it is not available, Charter will do everything reasonably practical
to secure the availability of a comparable fund.
     In addition to the Variable Account, shares of the Fund are being sold
to variable life insurance and variable annuity separate accounts of other
insurance companies, including an insurance company affiliated with
Charter.  In the future, it may be disadvantageous for variable annuity
separate accounts of other life insurance companies, or for both variable
life insurance separate accounts and variable annuity separate accounts, to
invest simultaneously in the Fund, although currently neither Charter nor
the Fund foresees any such disadvantages to either variable annuity owners
or variable life insurance owners.  The management of the Fund intends to
monitor events in order to identify any material conflicts between or among
variable annuity owners and variable life insurance owners and to determine
what action, if any, should be taken in response.  In addition, if Charter
believes that the Fund's response to any of those events or conflicts
insufficiently protects Owners, it will take appropriate action on its own.
For more information see "Investment Concept of the Fund" in the Fund's
prospectus.

                                    14

<PAGE>
     The Fund currently consists of the following Portfolios: the Money
Market Portfolio, the Bond Portfolio, the Capital Growth Portfolio, the
Balanced Portfolio, the Growth and Income Portfolio, and the International
Portfolio.  The Growth and Income Portfolio was added to the Fund on May 1,
1994.  Each Portfolio represents, in effect, a separate mutual fund with
its own distinct investment objectives and policies.  The income or losses
of one Portfolio generally have no effect on the investment performance of
any other Portfolio.
     The investment objectives and policies of the Portfolios available
under the Contracts are summarized below:

     Money Market Portfolio:  This Portfolio seeks to maintain stability of
capital and, consistent therewith, to maintain liquidity of capital and to
provide current income.  This Portfolio seeks to maintain a constant net
asset value of $1.00 per share. It will invest in money market securities
such as U.S. Treasury obligations, commercial paper, and certificates of
deposit and bankers' acceptances of domestic and foreign banks, including
foreign branches of domestic banks, and will enter into repurchase
agreements.

     Bond Portfolio:  This Portfolio pursues a policy of investing for a
high level of income consistent with a high quality portfolio of debt
securities.  It primarily invests in U.S. Government, corporate, and other
notes and bonds.

     Capital Growth Portfolio: This Portfolio seeks long-term capital
appreciation and, consistent therewith, current income through a broad and
flexible investment program.  The Portfolio seeks to achieve these
objectives by investing primarily in income-producing publicly traded
equity securities, including common stocks and securities convertible into
common stocks.

     Balanced Portfolio:  This Portfolio seeks a balance of growth and
income from a diversified portfolio of equity and fixed income securities.
The Portfolio also seeks long-term preservation of capital through a
quality-oriented investment approach that is designed to reduce risk.

     Growth and Income Portfolio:  This Portfolio seeks long-term growth of
capital, current income and growth of income.  It primarily invests in
common stocks, preferred stocks, and securities convertible into common
stocks of companies which offer the prospect for growth of earnings while
paying higher than average current dividends.

     International Portfolio: This Portfolio seeks long-term growth of
capital primarily through diversified holdings of marketable foreign equity
investments.  It invests in companies, wherever organized, which do
business primarily outside the United States.  The Portfolio intends to
diversify investments among several countries and not to concentrate
investments in any particular industry.

                                    15

<PAGE>
     There can be no assurance that any Portfolio will achieve its
objective. More detailed information, including a description of the risks
involved in investing in each of the Portfolios, is contained in the
Scudder Variable Life Investment Fund prospectus, a current copy of which
is attached to this Prospectus.  Information contained in the Fund's
prospectus should be read carefully before investing in a Contract.

     Scudder, Stevens & Clark, Inc. (the "Adviser"), an investment adviser
registered with the SEC under the Investment Advisers Act of 1940, as
amended, manages daily investments and business affairs of the Fund,
subject to the policies established by the Trustees of the Fund.  For
rendering advisory services to the Portfolios, the Adviser receives
compensation monthly at annual rates equal to .370%, .475%, .475%, .475%,
.475%, and .875% of the average daily net asset values of the Money Market
Portfolio, Bond Portfolio, Capital Growth Portfolio, Balanced Portfolio,
Growth and Income Portfolio, and the International Portfolio, respectfully.

For additional information, see the Fund's prospectus, a current copy of
which is attached to this Prospectus.

Addition, Deletion, or Substitution of Investments

     Charter retains the right, subject to any applicable law, to make
certain changes in the Variable Account and its investments.  Charter
reserves the right to eliminate the shares of any Portfolio and to
substitute shares of another Portfolio of the Fund, or of another
registered open-end management investment company, for the shares of any
Portfolio if the shares of the Portfolio are no longer available for
investment or if, in Charter's judgment, investment in any Portfolio would
be inappropriate in view of the purposes of the Variable Account.  To the
extent required by the 1940 Act, substitutions or eliminations of shares
attributable to an Owner's interest in a Subaccount will not be made
without prior notice to the Owner and the prior approval of the SEC.
Nothing contained herein shall prevent the Variable Account from purchasing
other securities for other series or classes of variable annuity contracts,
or from effecting an exchange between series or classes of variable annuity
contracts on the basis of requests made by Owners.
     New Subaccounts may be established when, in the sole discretion of
Charter, marketing, tax, investment, or other conditions warrant such
additions.  Any new Subaccounts may be made available to existing Owners on
a basis to be determined by Charter.  Each additional Subaccount will
purchase shares in a Portfolio of the Fund or in another mutual fund or
investment vehicle.  Charter may also eliminate one or more Subaccounts if,
in its sole discretion, marketing, tax, investment, or other conditions
warrant such elimination.  In the event any Subaccount is eliminated,
Charter will notify Owners and request a reallocation of the amounts
invested in the eliminated Subaccount.  If no such reallocation is

                                    16
                                     
<PAGE>
provided by the Owner, Charter will reinvest the amounts invested in the
eliminated Subaccount in the Subaccount that invests in the Money Market
Portfolio (the "Money Market Subaccount").
     In the event of any such substitution, change, or elimination, Charter
may, by appropriate endorsement, make such changes in the Contracts as may
be necessary or appropriate to reflect such substitution, change, or
elimination. Furthermore, if deemed to be in the best interests of persons
having voting rights under the Contracts, the Variable Account may be (i)
operated as a management company under the 1940 Act or any other form
permitted by law, (ii) deregistered under the 1940 Act, in the event such
registration is no longer required, or (iii) combined with one or more
other separate accounts. To the extent permitted by applicable law, Charter
also may transfer the assets of the Variable Account associated with the
Contracts to another separate account.

                            THE GENERAL ACCOUNT

     Payments allocated or transferred to the General Account under the
Contracts become part of the general account assets of Charter, which
support annuity and insurance obligations.  The General Account includes
all of Charter's assets, except those assets segregated in separate
accounts.  It is Charter's responsibility to invest the assets of the
General Account, subject to applicable law.  Scudder, Stevens & Clark, Inc.
assists Charter in managing the assets of the General Account attributable
to the Contracts.  Because of exemptive and exclusionary provisions,
interests in the General Account have not been registered under the
Securities Act of 1933 (the "1933 Act"), nor is the General Account
registered as an investment company under the 1940 Act. Accordingly,
neither the General Account nor any interest therein is subject to the
provisions of such statutes, and, as a result, the staff of the SEC has not
reviewed the disclosures in this Prospectus relating to the General
Account. However, disclosures about the General Account may be subject to
certain generally applicable provisions of the federal securities laws
relating to the accuracy and completeness of statements made in
prospectuses.

     Charter guarantees that it will credit interest at an effective annual
rate of at least 3.5% compounded monthly. Charter may, at its sole
discretion, declare higher interest rates for amounts allocated or
transferred to the General Account ("Declared Rates"). Each such Declared
Rate will be fixed and guaranteed by Charter and applied to a specific
period of time, which will not be less than one year or more than 10 years
(the "Declaration Period").  An Owner must specify one or more of the
Declaration Periods currently offered by Charter when allocating or
transferring funds to or within the General Account. At any one time, an
Owner may have amounts earning different Declared Rates within a
Declaration Period because amounts were allocated or transferred to that
Declaration Period at different times. Charter will not accept

                                    17

<PAGE>
allocations to the General Account which would increase a Contract's value
in the General Account over $500,000.  Subject to deductions for any
applicable charges, Charter guarantees that the value held in the General
Account will equal all amounts allocated or transferred to the General
Account, plus any interest credited thereto, less any amounts surrendered
or transferred from the General Account.  An Owner is not entitled to share
in the investment experience of the General Account.
     An amount allocated or transferred to the General Account may not be
transferred from or within the General Account prior to the end of the
Declaration Period with which it is associated.  Charter will notify Owners
having funds invested in an expiring Declaration Period 30 days prior to
the end of such Declaration Period and will request instructions as to the
reallocation of such amounts.  If no instructions are received from the
Owner prior to the end of the Declaration Period, the portion of the
Account Value attributable to such Declaration Period will be transferred
to the Money Market Subaccount at the end of the Declaration Period.
     For a discussion of transfer rights and surrender privileges relating
to amounts allocated to the General Account, see "THE CONTRACT --
Transfers" and "DISTRIBUTIONS UNDER THE CONTRACT -- Full and Partial
Surrender Privileges."

                               THE CONTRACT

     The description of the Contract contained in this Prospectus is
qualified in its entirety by reference to the contract for the Flexible
Premium Variable Deferred Annuity, a copy of which has been filed as an
exhibit to the Registration Statement for the Contract and which is
available upon request from Charter.

Contract Application and Issuance of Contracts

     The Contract is available to certain retirement plans and individual
retirement accounts that qualify for special federal income tax treatment,
to individuals purchasing individual retirement annuities that qualify for
special federal income tax treatment, and to individuals and entities that
do not qualify for such special tax treatment.  The Contract is not
available for use as a "Tax-sheltered Annuity" qualifying under Section
403(b) of the Code.  An Owner who purchases a Contract which qualifies as
an individual retirement annuity under Section 408(b) of the Code should be
aware that the Code requires that such a Contract contain certain
restrictive terms.  See "CERTAIN FEDERAL INCOME TAX CONSEQUENCES -- Tax
Status of the Contract."
     Charter, before it will issue a Contract, must receive a properly
completed Contract application and a minimum initial Payment of $2,500.
Upon request, a Premium Receipt form will be mailed to the Owner.  The
Annuitant must be named in the Contract application.  In the case of a
Contract qualifying as an individual retirement annuity under Section

                                    18
                                     
<PAGE>
408(b) of the Code, the Owner must be the Annuitant.  See "CERTAIN FEDERAL
INCOME TAX CONSEQUENCES -- Tax Status of the Contract."  Acceptance of an
application is subject to Charter's sole discretion, and Charter reserves
the right to decline an application for any reason.  In the event an
application is declined, the initial Payment will be refunded in full.
     After underwriting is completed and the Contract is delivered to the
Owner, the term of the Contract will be deemed to have commenced as of the
Effective Date.  The Effective Date is a date within two business days
after a completed application and the full initial Payment have been
received by Charter.  The Contract Date will be the same as the Effective
Date unless the Effective Date is the 29th, 30th, or 31st of the month, in
which case the Contract Date will be the 28th day of the same month.  The
Contract Date is the date used to determine Contract Years, Contract
Months, and Contract Anniversaries.

Examination Period

     The Contract contains a provision for an Examination Period, which
permits the Owner to cancel a Contract, generally within 10 to 30 days
after receipt of such Contract.  Depending on the laws of the state of
issue and age of the Owner, Charter will refund the initial Payment in one
of the following methods.  See the "Right to Examine" provision of the
Contract and the "State Exceptions" section of this prospectus for state
details.

     Return of premium plus or minus investment experience.  In most
states, upon return of the Contract, Charter will refund the initial
Payment plus or minus gains or losses from investment of the Payment in the
selected Subaccount(s) plus interest earned on Payments allocated to the
General Account.  Charter will calculate such refund as of the date the
Contract is received by Charter.  If the Owner allocated all or part of the
Payment to the Variable Account, the amount may be more or less than the
initial Payment, depending upon the investment performance of the selected
Subaccount(s). If all of the Payment was allocated to the General Account,
the amount refunded will always be equal to or greater than the Payment.
See "THE CONTRACT -- Payments, Allocation of Payments and Account Value".

     Return of premium.  If the Owner of a Contract issued in a state that
requires refund of premium returns the Contract, Charter will refund the
greater of (1) the initial Payment, or (2) the Account Value plus any
amount deducted for taxes or charges from the initial Payment. Charter will
calculate such refund as of the date the Contract is received by Charter.
During the Examination Period, the portion of the initial Payment allocated
to the Variable Account will be invested in the Money Market Subaccount.
Once the Examination Period expires, generally 10 to 30 days, the
Accumulated Value will be allocated to the Subaccount(s) as specified by
the Contract Owner in the application.  See "THE CONTRACT -- Payments and
Allocation of Payments".

                                    19

<PAGE>
Payments

     All checks or drafts should be made payable as directed on the
application.  Payments also can be made by requesting on the application
that Scudder Investor Services, Inc. redeem shares in an existing Scudder
mutual fund account and apply the proceeds toward a Payment.

     Initial Payment.  The minimum initial Payment needed to purchase a
Contract is $2,500.  The initial Payment is the only Payment required to be
made under the Contract.  At the time the initial Payment is made, a
prospective Owner must specify whether the purchase will be a Nonqualified
or Qualified Contract. If the initial Payment is derived from an exchange
or surrender of another annuity contract, Charter may require that the
prospective purchaser provide information with regard to the federal income
tax status of the previous annuity contract.  Charter will require that
persons purchase separate Contracts if they desire to invest moneys
qualifying for different annuity tax treatment under the Code.  Each such
separate Contract would require a minimum initial Payment of $2,500.  The
Company reserves the right to waive the minimum initial Payment amount and
accept less than $2,500 at its discretion.
     The initial Net Payment will be credited to the Contract within two
business days after receipt of the Payment if a properly completed Contract
application is received with such Payment, or within two business days
after an application which was incomplete upon receipt by Charter is made
complete.  If, for any reason, the Payment is not credited to the
prospective purchaser's account within three business days, the Payment
will be returned immediately to the prospective purchaser unless such
prospective purchaser, after receiving notice of the delay from Charter,
specifically requests that the Payment not be returned.

     Additional Payments.  While the Annuitant is living and prior to the
Maturity Date, the Owner may, subject to the limitations discussed below,
make additional Payments.  Currently, there is no minimum additional
Payment amount nor is there a maximum number of additional Payments that
may be made per Contract Year. The Contract, however, gives Charter the
right to require that each additional Payment be at least $1,000 and to
limit the frequency of additional Payments to a maximum of four per
Contract Year. Charter, at any time, in its discretion, may require
additional Payments to comply with the limitations it is permitted to
impose under the Contract.
     Additional Payments with respect to a Contract must qualify for the
same federal income tax treatment as the initial Payment made under the
Contract. Charter will not accept an additional Payment if the federal
income tax treatment of such Payment will be different from that of the
initial Payment.  Any additional Payments will be credited to the Contract
upon receipt at Charter's Home Office.

                                    20

<PAGE>
     Automatic Investment Plan.   The Owner may arrange to make regular
investments ($50 minimum) into any of the variable Subaccounts through
automatic deductions from a checking account.  The Automatic Investment
Plan option is not available for allocations into the General Account.
Please call 800-242-4402 for more information and an Automatic Investment
Plan application.

     Limitations on Payments. Charter reserves the right to reject any
initial Payment. Charter may require a prospective purchaser to complete a
financial questionnaire for Payments in excess of $250,000. Charter also
may reject any additional Payment that would cause the total Payments made
by the Owner of a Contract to exceed $1,000,000.  Charter will reject any
additional Payment that would cause a Contract's value in the General
Account to exceed $500,000.  With respect to Contracts that qualify as
individual retirement annuities under Section 408(b) of the Code, the total
Payments (including the initial Payment), with respect to any calendar
year, may not exceed $2,000 unless the portion of such Payments in excess
of $2,000 qualifies as a rollover amount or contribution under Section
402(a)(5) or 408(d)(3) or other applicable provisions of the Code.  See
"CERTAIN FEDERAL INCOME TAX CONSEQUENCES -- Tax Status of the Contract."

Allocation of Payments

     An Owner may allocate Payments to one or more of the Subaccounts, to
the General Account, or to both the Subaccount(s) and the General Account.
If any portion of a Payment is allocated to the General Account, the Owner
must specify the Declaration Period(s) to which such funds are being
allocated.  See "THE GENERAL ACCOUNT."  The Owner must specify in the
Contract application the allocations of the Payment.  Upon receipt at
Charter's Home Office, the initial Payment will be allocated as directed by
the Owner. During the Examination Period in states that require return of
premium, the portion of the initial Payment allocated to the Variable
Account will be invested in the Money Market Subaccount.
All allocations must be made in whole percentages and must total 100%.  If
the allocations do not total 100%, Charter will recompute the allocations
proportionately by dividing the percentage in each Subaccount selected, as
indicated on the application, by the sum of the percentages indicated.

                                    21

<PAGE>
This new percentage will be applied to the Payment.  The following example
illustrates how this recomputation will be made.

Example
                      Indicated                  Actual
                      Allocation               Allocation
     Subaccount #1        25%              25% / 105%  =  24%
     Subaccount #2        40%              40% / 105%  =  38%
     Subaccount #3        40%              40% / 105%  =  38%
          Total          105%                            100%

     All Payments will be allocated at the time such Payments are credited
to the Owner's Contract.

     Additional Payments made directly by the Owner will be allocated to
the Subaccount(s) and/or the General Account in the same proportion as the
initial Payment, unless Written Notice to the contrary is received with
such additional Payments.  Once a change in allocation is made, all future
Payments will be allocated in accordance with the new allocation, unless
contrary instructions are received with such additional Payments.  However,
if an Owner has funds deducted from a checking account and applied under
the Automatic Investment Plan option, he or she must provide Charter with
Written Notice to change the allocation of future Additional Payments.

Transfers

     Subject to certain conditions, amounts may be transferred among the
Subaccounts, between the Subaccounts and the General Account, and between
different Declaration Periods in the General Account.
     An amount may be transferred from the General Account to any
Subaccount(s) and to different Declaration Periods in the General Account
only at the end of the Declaration Period to which such amount was
allocated. Transfer of amounts from a Subaccount to the General Account may
be made at any time, provided that such transfer would not cause a
Contract's value in the General Account to exceed $500,000.  See "THE
GENERAL ACCOUNT."
     Currently, no charge is being imposed for any transfers.  The
Contract, however, permits Charter to deduct $10 from each Subaccount from
which funds are transferred for the third and subsequent transfer requests
made during a Contract Year. Charter, in its sole discretion, may impose
the transfer charge for the third and subsequent transfer requests at any
time. For a discussion of transfer charges, see "CHARGES AND DEDUCTIONS --
Transfer Charges."
     Transfer requests must be made by sending Written Notice or by
telephone if elected by a currently valid telephone transfer request form

                                    22

<PAGE>
on file with Charter. Charter employs reasonable procedures to confirm that
instructions communicated by telephone are genuine and if it follows such
procedures it will not be liable for any losses due to unauthorized or
fraudulent instructions. Charter, however, may be liable for such losses if
it does not follow those reasonable procedures.  The procedures Charter
follows for telephone transfers include confirming the correct name,
contract number and personal code for each telephone transfer.  See
"GENERAL PROVISIONS --Written Notices and Requests; Owner Inquiries."
Transfers will be deemed effective, and values in connection with transfers
will be determined, as of the end of the Valuation Period during which the
transfer request is received, except that Charter may be permitted to delay
the effective date of a transfer in certain circumstances. See "GENERAL
PROVISIONS -- Deferment of Payment and Transfers."

Account Value

     On the Effective Date, the Account Value equals the initial Payment
less amounts deducted for premium taxes, if any.  Thereafter, the Account
Value equals the Account Value from the previous Valuation Date increased
by:  (i) any additional Net Payments received by Charter, (ii) any increase
in the Account Value due to investment results of the selected
Subaccount(s), and (iii) any interest earned on that portion of the Account
Value held in the General Account during the Valuation Period; and reduced
by:  (i) any decrease in the Account Value due to investment results of the
selected Subaccount(s), (ii) a daily charge to cover the mortality and
expense risks assumed by Charter and the cost of administering the
Contract, (iii) any amounts charged against the Account Value for records
maintenance, (iv) amounts deducted for partial surrenders, and (v) amounts
deducted, if any, for transfer charges with respect to transfers that
occurred during the Valuation Period.  See "CHARGES AND DEDUCTIONS."
     A Valuation Period is the period between successive Valuation Dates.
It begins at the close of business on each Valuation Date and ends at the
close of business on the next succeeding Valuation Date.  A Valuation Date
is each day that the New York Stock Exchange is open for business.
     The Account Value is expected to change from Valuation Period to
Valuation Period, reflecting the investment experience of the selected
Subaccount(s)  and any interest earned in the General Account, as well as
the deduction of charges.  The amount available for distribution of Annuity
Payments is equal to the Account Value on the Maturity Date; a Contract
ceases to accumulate value after the Maturity Date.

     Unit Value.  Each Subaccount has a distinct value (the "Unit Value").
In addition, because of differences in variable annuity contracts funded by
the Subaccounts, units in a Subaccount attributable to the Contracts will
have different unit values than those attributable to other variable

                                    23

<PAGE>
annuity contracts funded by the Subaccount.  When a Payment is allocated or
an amount is transferred to a Subaccount, a number of units is purchased
based on the Unit Value of the Subaccount for the Contracts as of the end
of the Valuation Period during which the allocation is made.  When amounts
are transferred out of, or deducted from a Subaccount, units are redeemed
in a similar manner.
     For each Subaccount, the Unit Value for the Contracts on a given
Valuation Date is based on the net asset value of a share of the
corresponding Portfolio in which such Subaccount invests. (For the
calculation of the net asset value with respect to a Portfolio, see the
prospectus for the Fund, a current copy of which is attached to this
Prospectus.)  Each Valuation Period has a single Unit Value for each type
of variable annuity contract funded by the Subaccount.  This unit value
applies for each day in that period.  The Unit Value for the Contracts for
each subsequent Valuation Period is the Investment Experience Factor for
the Contracts (described below) for that Valuation Period multiplied by the
Unit Value for the Contracts for the immediately preceding Valuation
Period.

     Investment Experience Factor.  The "Investment Experience Factor"
measures the investment performance of a Subaccount during a Valuation
Period.  An Investment Experience Factor is calculated separately for the
Contracts for each of the Subaccounts. The Investment Experience Factor of
a Subaccount for the Contracts for a Valuation Period equals (a) divided by
(b), minus (c), where:

          (a) is  (i)    the value of the net assets of the
                         Subaccount at the end of the preceding Valuation
                         Period, plus
                  (ii)   the investment income and capital gains,
                         realized or unrealized, credited to the net assets
                         of that Subaccount during the Valuation Period for
                         which the Investment Experience Factor is being
                         determined, minus
                  (iii)  the capital losses, realized or
                         unrealized, charged against those assets during
                         the Valuation Period, minus
                  (iv)   any amount charged against the
                         Subaccount for taxes or any amount set aside
                         during the Valuation Period by Charter as a
                         provision for taxes attributable to the operation
                         or maintenance of that Subaccount (see "CHARGES
                         AND DEDUCTIONS--Other Taxes"); and
          (b) is the value of the net assets of that Subaccount at the end
              of the preceding Valuation Period; and
          (c) is a charge that compensates Charter for certain
              administrative expenses and mortality and expense risks which are
              assumed by Charter in connection with the Contracts.  See
              "CHARGES AND DEDUCTIONS -- Mortality and Expense Risk Charge and
              Contract Administration Charge."

                                    24

<PAGE>
Contract Ownership

     Subject to certain restrictions discussed below, an Owner may
designate a new Owner or Joint Owner at any time during the life of the
Annuitant.  Under the terms of the Contract, if a Joint Owner is named,
unless otherwise specified by the Owner, Charter will presume the ownership
to be as joint tenants with right of survivorship.  If any Owner dies
before the Annuitant and before the Maturity Date, the rights of the Owner
will belong to the Joint Owner, if any, otherwise to the Beneficiary.  The
interest of any Owner or Joint Owner may be subject to the rights of any
assignee.  See "THE CONTRACT -- Assignment of Contract."
     A new Owner or a Joint Owner may not be designated with respect to a
Contract that qualifies as an individual retirement annuity under Section
408(b) of the Code.  See "CERTAIN FEDERAL INCOME TAX CONSEQUENCES -- Tax
Status of the Contract."  An Owner's designation of a new Owner may be
subject to federal income tax.  See "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES -- Taxation of Annuities."
     An Owner may designate a new Owner by submitting Written Notice to
Charter.  The change will take effect as of the date the Written Notice was
signed.  Charter will not be liable for any payment made or other action
taken before the Written Notice was received and recorded by Charter.

Assignment of Contract

     Except in the case of a Contract that qualifies as an individual
retirement annuity under Section 408(b) of the Code, an Owner may assign:
(i)  all or a portion of his or her right to receive Annuity Payments under
the Contract or (ii) the Contract as collateral security.  An assignment by
the Owner before the Maturity Date of any portion of the right to receive
Annuity Payments entitles the assignee to receive the assigned Annuity
Payments in a lump sum, as of the Maturity Date.  Such lump sum payment
generally will be made within seven days.  An assignment by the Owner after
the Maturity Date of any portion of the right to receive Annuity Payments
entitles the assignee to receive the assigned Annuity Payments in
accordance with the Annuity Income Option in effect on the Maturity Date.
The assignee may not select an Annuity Income Option or change an existing
Annuity Income Option.  See "THE CONTRACT -- Contract Ownership."

     In the case of a Qualified Contract, certain assignments permissible
under the Contract may adversely affect the qualification for special
federal income tax treatment of the underlying retirement plan or
individual retirement account.  Potential purchasers of Qualified Contracts
are urged to consult their tax advisers.
     If the right to receive Annuity Payments is assigned or the Contract
is assigned as collateral security, the Owner's rights and those of any

                                    25

<PAGE>
Beneficiary will be subject to such assignment.  Charter is not responsible
for the adequacy of any assignment and will not be bound by the assignment
until satisfactory written evidence of the assignment has been received.
In certain circumstances, an assignment will be subject to federal income
tax.  See "CERTAIN FEDERAL INCOME TAX CONSEQUENCES -- Taxation of
Annuities."

State Exceptions

     The Contracts issued in various states may vary according to the
requirements of specific state insurance departments.  At the time of
printing of this prospectus, the following state variations were in effect:

Massachusetts and Montana Residents:

     At the time the contract form was filed, the Commonwealth of
Massachusetts and the State of Montana prohibited the use of actuarial
tables that distinguish between men and women in determining benefits for
annuity contracts issued on the lives of residents.  Therefore, Contracts
offered by this Prospectus on the lives of Montana and Massachusetts
residents will have Annuity Income Options which are based on actuarial
tables that do not differentiate on the basis of sex.  See "DISTRIBUTIONS
UNDER THE CONTRACT -- Annuity Payments and  Annuity Income Options."

Missouri, North Carolina, Oklahoma, South Carolina and Utah:

     An Owner of a Contract issued in Missouri, North Carolina, Oklahoma,
South Carolina and Utah who cancels the Contract within the Ten Day Right
to Examine the Contract will receive the greater of (1) a full refund of
the initial Payment, or (2) the Account Value plus any amount deducted for
taxes or charges from the initial Payment.  See "THE CONTRACT --
Examination Period".

Washington:

An Owner of a Contract issued in Washington who cancels the Contract within
the Ten Day Right to Examine the Contract will receive a refund of the
initial Payment.  See "THE CONTRACT -- Examination Period".

                     DISTRIBUTIONS UNDER THE CONTRACT

Full and Partial Surrender Privileges

     A full or partial surrender of the Contract may be made at any time
subject to certain conditions.  No full or partial surrenders may be made
after the Maturity Date.  The total amount available for any surrender is
the Account Value.

                                    26

<PAGE>
     No commission or redemption charge is deducted from the Account Value
upon full or partial surrender of a Contract.
     In addition to the conditions set forth above, the ability of an Owner
to make a partial surrender of a Contract is subject to the further
conditions that: (i) the minimum amount that can be withdrawn in a partial
surrender is $500 and (ii) the Contract must have an Account Value of at
least $2,500 after the surrender.  In addition, a partial surrender request
must contain explicit instructions as to the withdrawal of amounts,
including the amount to be withdrawn from each of the selected Subaccounts
and/or the General Account.   If any portion of the surrender is to be
withdrawn from the General Account, the amount requested will be deducted
proportionately from each Declaration Period, and will be on a first-in,
first-out basis within the Declaration Period(s).  A partial surrender
cannot be made in the absence of specific direction from the Owner with
respect to the allocation of 100% of the surrender amount to be withdrawn
from the Subaccount and/or the General Account.
     An Owner may make a partial surrender by sending a Written Request or
by telephone if a currently valid telephone transfer request form is on
file with Charter. An Owner may make a full surrender only by sending a
Written Request to Charter.  The Account Value payable to the Owner upon a
full or partial surrender will be calculated at the price next computed
after Charter receives a request for surrender.  Charter generally will pay
the Owner any Account Value owed in respect of a full or partial surrender
within seven days of receipt of the request for surrender.  If, at the time
an Owner makes a partial or full surrender request, such Owner has not
provided Charter with a written election not to have federal income taxes
withheld, Charter, by law, must withhold such taxes from the taxable
portion of any full or partial surrender. In addition, the Code provides
that a federal penalty tax may be imposed on certain surrenders.  See
"CERTAIN FEDERAL INCOME TAX CONSEQUENCES -- Taxation of Annuities."
     Because the Owner assumes the investment risk with respect to amounts
allocated to the Variable Account, the total amount paid upon surrender of
the Contract (taking into account any prior withdrawals) may be more or
less than the total Payments made under the Contract.  See "THE CONTRACT --
Account Value."

Annuity Payments

     If the Annuitant is living on the Maturity Date and the Contract is in
force, Annuity Payments will be made to the Owner in accordance with the
terms of the Contract and the Annuity Income Option selected by the Owner.
The first Annuity Payment will be made within seven days after the Maturity
Date.

                                    27

<PAGE>
     The amount of the periodic Annuity Payments will depend upon (i) the
Account Value on the Maturity Date, (ii) the age and sex of the Annuitant
(or, in the case of Annuity Income Option 2, the age and sex of the
Annuitant and the Joint Annuitant) on the Maturity Date, and (iii) the
Annuity Income Option selected.  See "DISTRIBUTIONS UNDER THE CONTRACT --
Annuity Income Options" and "THE CONTRACT -- State Exceptions."  At the
Maturity Date, the dollar amount of each periodic Annuity Payment under an
Annuity Income Option is fixed and will not change.  After the Maturity
Date, the Contract will no longer participate in the Variable Account.  If,
at the time of an Annuity Payment, the Owner has not provided Charter with
a written election not to have federal income taxes withheld, Charter, by
law, must withhold such taxes from the taxable portion of such Annuity
Payment.  In addition, the Code provides that a federal penalty tax may be
imposed on certain premature Annuity Payments.  See "CERTAIN FEDERAL INCOME
TAX CONSEQUENCES --Taxation of Annuities."
     The amount of the monthly Annuity Payments under Annuity Income
Options 1, 2, and 3, described below, may be determined by dividing the
Account Value on the Maturity Date by 1,000 and multiplying the result by
the appropriate factor contained in the table for the Annuity Income Option
selected. The appropriate factor is based on a guaranteed minimum annual
interest rate of 3.5%.  This factor will be determined at the time of
maturity, subject to current market conditions.  The annuity tables for
Annuity Income Options 1, 2, and 3 are contained in the Contract.
Information concerning the amount of the periodic payments under additional
Annuity Income Options that become available, if any, will be provided to
the Owner prior to the Maturity Date.  See "DISTRIBUTIONS UNDER THE
CONTRACT -- Annuity Income Options" and "THE CONTRACT --State Exceptions."

Annuity Income Options

     At any time prior to the Maturity Date, the Owner may designate the
Annuity Income Option under which Annuity Payments are to be made.  If the
Owner does not select an Annuity Income Option by the Maturity Date,
monthly Annuity Payments will be made to the Owner (i) for the life of the
Annuitant or (ii) until the sum of the monthly Annuity Payments made under
the Contract equals the Account Value on the Maturity Date, whichever is
longer (Annuity Income Option 1).  Except with the consent of Charter or as
otherwise required by state law, Annuity Income Options are not available
if the Account Value is less than $5,000 and is insufficient to produce
monthly payments of at least $100.  In such cases, the Account Value will
be paid in a lump sum by Charter.
     Subject to the exceptions discussed above, three Annuity Income
Options are available under the Contract.  In addition, an Owner may select
any other Annuity Income Option which is offered to Owners by Charter on
the Maturity Date of the Contract.  Information concerning the availability

                                    28

<PAGE>
of additional Annuity Income Options, if any, will be provided prior to the
time an Annuity Income Option has to be selected.

     The following Annuity Income Options currently are available:

     Option 1.  Life Annuity with Installment Refund - Monthly Annuity
Payments will be made to the Owner (i) for the life of the Annuitant or
(ii) until the sum of the monthly Annuity Payments made under the Contract
equals the Account Value on the Maturity Date, whichever is longer.  If the
Owner dies before the sum of the monthly Annuity Payments made equals the
Account Value on the Maturity Date, the remaining Annuity Payments will  be
made to the Beneficiary designated by the Owner.  See "DISTRIBUTIONS UNDER
THE CONTRACT -- Beneficiary Provisions."

     Option 2.  Joint and Survivor Life Annuity with Installment Refund -
Monthly Annuity Payments will be made to the Owner under the Contract (i)
for as long as either the Annuitant or the Joint Annuitant is living or
(ii) until the sum of the monthly Annuity Payments made under the Contract
equals the Account Value on the Maturity Date, whichever is longer.  If all
Owner(s) die before the sum of the monthly Annuity Payments made under the
Contract equals the Account Value on the Maturity Date, the remaining
Annuity Payments will be made to the Beneficiary designated by the Owner.
See "DISTRIBUTIONS UNDER THE CONTRACT --Beneficiary Provisions."

     Option 3.  Installments for Life  -  Monthly Annuity Payments will be
made to the Owner for as long as the Annuitant is living.  Payments under
this option will end with the last payment made prior to the death of the
Annuitant.  It would be possible under this option for the Owner to receive
only one annuity payment if the Annuitant dies prior to the date of the
second payment, two if he or she dies before the third annuity payment
date, etc.

     At any time before the Maturity Date, the Owner may select Annuity
Income Option 1, 2, or 3 or may change a prior selection of an Annuity
Income Option by sending Written Notice to Charter.  In addition, on the
Maturity Date, an Owner may elect to receive Annuity Payments under any
other Annuity Income Option made available by Charter.
     Upon selection of Annuity Income Option 2, the Owner must designate a
Joint Annuitant.  The life of the Joint Annuitant also will be used to
determine the duration of Annuity Payments under Annuity Income Option 2.
The amount of the monthly Annuity Payments under Annuity Income Option 2
will be determined by the age and sex of both the Annuitant and the Joint
Annuitant.  Prior to the Maturity Date, the Owner may select a new Joint
Annuitant at any time by sending Written Notice to Charter.  The Owner may
not select a new Joint Annuitant after the Maturity Date.

                                    29

<PAGE>
     In the case of a Contract qualifying as an individual retirement
annuity under Section 408(b) of the Code, an Annuity Income Option may not
be selected with a Period Certain that will guarantee Annuity Payments
beyond the life (or life expectancy) of the Annuitant.  See "CERTAIN
FEDERAL INCOME TAX CONSEQUENCES -- Tax Status of the Contract."

Maturity Date

     The Owner may specify in the Contract application the Contract
Anniversary on which Annuity Payments are to begin.  If no Maturity Date is
specified in the Contract application, the Maturity Date will be the later
of the tenth Contract Anniversary or the Contract Anniversary nearest the
Annuitant's 80th birthday.
     In the case of a Qualified Contract, other than an individual
retirement annuity qualifying under Section 408(b) of the Code, selection
of certain Maturity Dates permissible under the Contract may adversely
affect the qualification of the underlying retirement plan or individual
retirement account for special federal income tax treatment.  Potential
purchasers of such Qualified Contracts are urged to consult their tax
advisers.  In the case of a Contract qualifying as an individual retirement
annuity under Section 408(b) of the Code, the Maturity Date must be no
later than April 1 of the calendar year following the calendar year in
which the Annuitant attains age 70-1/2.  See "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES -- Tax Status of the Contract."
     Subject to the preceding discussion with respect to individual
retirement annuities, the Owner may advance or defer the Maturity Date at
any time while the Annuitant is living.  The new Maturity Date chosen by
the Owner must be a Contract Anniversary not later than (i) the Contract
Anniversary nearest the Annuitant's 80th birthday; or (ii) ten years from
the upcoming Contract Anniversary, whichever is later.  A Maturity Date may
be changed only by Written Request to Charter prior to the scheduled
Maturity Date.

Death Benefit

     If the Annuitant dies prior to the Maturity Date, a Death Benefit will
be paid to the Owner as specified in the Contract.  No Death Benefit is
payable if the Annuitant dies on or after the Maturity Date.
     If the Annuitant dies prior to the Maturity Date, a Death Benefit
equal to the greater of (i) the Account Value or (ii) the sum of the
Payments made less the sum of any partial surrenders will be paid in a lump
sum to the Owner.  If the Owner is a natural person, the Owner may elect to
continue the Contract and he or she becomes the Annuitant if the deceased
Annuitant was not an Owner.  The amount of the Death Benefit will be
calculated at the price next computed after Charter receives Proof of Death
of the Annuitant and will be paid to the Owner within seven days after

                                    30

<PAGE>
Charter receives Proof of Death, or as soon thereafter as Charter has
sufficient information to make the payment.

Beneficiary Provisions

     The Beneficiary will receive any amounts payable under the Contract if
the Beneficiary survives the Owner(s).  If no Beneficiary is specified, or
if no Beneficiary survives the Owner by 30 days, the estate of the Owner
will receive any remaining amounts payable under the Contract.
     While the Annuitant is living, the Owner may change the Beneficiary or
Beneficiaries by sending Written Notice to Charter.  Once the notice is
received by Charter, the change will take effect as of the date the Written
Notice was signed.  Charter will not be liable for any payment made or
other action taken before such Written Notice was received and recorded by
Charter at its Home Office.  A Beneficiary named irrevocably may not be
changed without written consent of such Beneficiary.  The interest of any
Beneficiary is subject to the rights of any assignee.  See "THE CONTRACT --
Assignment of Contract."

Death of Owner

     In the case of a Nonqualified Contract in which the Owner or any Joint
Owner (i) is a natural person, (ii) is not the Annuitant, and (iii) dies
before the Maturity Date and prior to the Annuitant's death, the Death
Benefit provisions described above do not apply.   The Account Value will
be paid in a lump sum no later than five years following the date of the
Owner's death to the Joint Owner, if applicable; otherwise to the
beneficiary.  See "THE CONTRACT --Contract Ownership."  The Account Value
will be calculated at the price next computed after Charter receives Proof
of Death of the Owner.  If the Joint Owner, if applicable, or the
Beneficiary is the surviving spouse of the Owner, he or she may elect to
continue the Contract as if he or she were the original Owner.

Employment-Related Benefit Plans

     In 1983, the Supreme Court held in Arizona Governing Committee v.
Norris that optional annuity payments 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.  The Contract
described in this Prospectus contains Annuity Payment rates for certain
Annuity Income Options that distinguish between men and women.
Accordingly, employers and employee organizations should consider, in
consultation with legal counsel, the impact of Norris, and Title VII
generally, on any employment-related insurance or benefit program for which
a Contract may be purchased.

                                    31

<PAGE>
                          CHARGES AND DEDUCTIONS

     No commissions or sales charges are deducted from Payments invested in
the Contract or from amounts payable to the Owner upon full or partial
surrender of the Contract.  Charter pays distribution expenses  out of its
own funds, which may include amounts derived from the Mortality and Expense
Risk Charge discussed below.
     As more fully described below, certain charges and deductions will be
made in connection with the Contract to compensate Charter for (i)
providing the Annuity Payments, (ii) assuming certain risks in connection
with the Contract, and (iii) administering the Contract.
     Charter incurs certain costs in connection with the distribution of
the Contracts.  Costs of distributing the Contracts will be paid from
Charter's general assets. These assets may include proceeds from the
Mortality and Expense Risk Charge described below.  See "DISTRIBUTION OF
THE CONTRACT."

Mortality and Expense Risk Charge

     Charter deducts a daily charge from the Account Value for certain
mortality and expense risks in connection with the Contracts.  A daily rate
of .000010997 of the value of net assets in each Subaccount attributable to
the Contracts is charged currently, which corresponds to an annual rate of
.40%. Of such amount, approximately .30% is charged to cover mortality
risks assumed by Charter in connection with the Contract and approximately
.10% is charged to cover expense risks assumed by Charter in connection
with the Contract. Charter reserves the right at any time to increase the
Mortality and Expense Risk Charge to .70%, which corresponds to a daily
rate of .000019275, the maximum set forth in the Contract.  The Mortality
and Expense Risk Charge is applicable only during the period from the
Effective Date to the Maturity Date and is not imposed against the General
Account.  This charge is reflected in the Investment Experience Factor for
the Contracts for each Subaccount.
     The Account Value and Annuity Payments are not affected by changes in
actual mortality experience or by actual expenses incurred by Charter.  The
mortality risks assumed by Charter arise from the contractual obligations
to pay Death Benefits prior to the Maturity Date and to make Annuity
Payments for the entire life of the Annuitant (or, in the case of Annuity
Income Option 2, the entire life of the Annuitant and the Joint Annuitant).
Thus, an Owner is assured that neither the Annuitant's longevity (or, in
the case of Annuity Income Option 2, the Annuitant's and the Joint
Annuitant's longevity) nor an improvement in life expectancy in general
which is greater than expected, will have an adverse effect on the Annuity
Payments; this eliminates the risk of outliving the funds accumulated for
retirement in instances in which the Contract is purchased to provide funds
for retirement.

                                    32

<PAGE>
     With respect to expense risks, Charter assumes the risk that the
actual expenses involved in administering the Contracts, including Contract
maintenance costs, administrative costs, mailing costs, data processing
costs, and costs of other services may exceed the amount recovered from any
administrative charges.
     If the Mortality and Expense Risk Charge is insufficient to cover the
actual costs, the loss will be borne by Charter; conversely, if the amount
deducted proves more than sufficient, the excess will be profit to Charter.
Charter expects a profit on this charge.  To the extent this charge results
in a profit to Charter, such profit will be available for use by Charter
for, among other things, the payment of distribution, sales and other
expenses.

Contract Administration Charge

     Charter has primary responsibility for the administration of the
Contract and the Variable Account. Administrative expenses for Charter
include expenses with respect to (i) processing applications, Contract
changes, tax reporting, cash surrenders, death claims, and initial and
subsequent Payments; (ii) annual and semiannual reports to Owners and
regulatory compliance reports; and (iii) overhead costs.  Charter deducts a
daily charge from the Account Value for incurring administrative expenses
in connection with the Contract and the Variable Account. The Contract
Administration Charge was established at a level which Charter determined
necessary to recover the actual cost of administering the Contracts.  This
asset-based charge may have no relationship to the actual costs associated
with administering a particular Contract. A daily rate of .000008248 of the
value of net assets in each Subaccount attributable to the Contracts is
charged; this corresponds to an annual rate of .30%.  This rate is
guaranteed not to increase for the life of the Contract.  The Contract
Administration Charge is applicable only during the period from the
Effective Date to the Maturity Date and is not imposed against the General
Account.  This charge is reflected in the Investment Experience Factor for
the Contracts for each Subaccount.

Records Maintenance Charge

     Currently, no charge is being imposed for records maintenance.  The
Contract, however, permits Charter to deduct a maximum amount of $40 from
the Account Value for each Contract at the beginning of each Contract Year
to reflect the cost of performing records maintenance for the Contracts.
If this charge were imposed it would be deducted proportionately from each
of the Subaccounts and each of the Declaration Period(s) in the General
Account (on a first-in, first-out basis within each Declaration Period) in
which the Owner has funds allocated.  The Records Maintenance Charge, if
deducted, would apply only during the period from the Effective Date to the
Maturity Date and would not be prorated if the Owner surrendered the
Contract during a Contract Year.

                                    33

<PAGE>
Premium Taxes

     Most states and political subdivisions do not assess premium taxes.
Where state premium taxes are assessed, Charter will deduct the amount of
tax due from each Payment at rates ranging from a minimum of .5% to a
maximum of 3.5%.  Any premium taxes levied by political subdivisions will
likewise be deducted from Payments; such taxes are generally at rates of
less than 1%.
     On an initial Payment or an Additional Payment in which the premium
tax exceeds 3.5% of the Payment, Charter will accept the Payment only if
the Owner provides written authorization allowing the deduction from the
Account Value of the applicable premium tax after receiving notice of such
tax.

Other Taxes

     No charges currently are made against the Variable Account for
federal, state, or local taxes other than premium taxes.  Should Charter
determine that any such taxes may be imposed with respect to the Variable
Account, Charter may deduct such taxes from amounts held in the Variable
Account.  See "CERTAIN FEDERAL INCOME TAX CONSEQUENCES -- Taxation of
Charter."

Transfer Charges

     Currently, no charge is being imposed for transfers among Subaccounts.
The Contract, however, permits Charter to deduct $10 from each Subaccount
from which funds are transferred for the third and each subsequent transfer
request made by the Owner during a Contract Year.  For the purpose of
determining whether a transfer charge is payable, initial allocations of
Payments are not considered transfers, nor are transfers of amounts among
Declaration Periods within the General Account or transfers to any
Subaccount(s) at the end of a Declaration Period. All transfer requests
made at the same time will be treated as one request.  No transfer charges
will be imposed for transfers which are not at the Owner's request.
Charter may impose the transfer charge described above at any time.  See
"THE CONTRACT -- Transfers."

Charges Against the Fund

     Scudder, Stevens & Clark, Inc. provides investment advisory services
for the Portfolios under the investment advisory agreements between the
Fund, on behalf of the Portfolios, and the Adviser.  The Fund is
responsible for all of its other expenses.  The net assets of the Variable
Account will reflect deductions in connection with the investment advisory
fee and other expenses incurred by the Fund.  The investment advisory fees
differ with respect to each of the Portfolios.  See "SCUDDER VARIABLE

                                    34

<PAGE>
LIFE INVESTMENT FUND."  For more information concerning the investment
advisory fee and other charges against the Portfolios, see the prospectus
for the Fund, a current copy of which is attached to this Prospectus.

                  CERTAIN FEDERAL INCOME TAX CONSEQUENCES

     The following summary is a general discussion of certain of the
expected federal income tax consequences of investment in and distributions
with respect to a Contract, based on the Code, proposed and final Treasury
Regulations thereunder, judicial authority, and current administrative
rulings and practice.  This summary discusses only certain federal income
tax consequences to "United States Persons," and does not discuss state,
local, or foreign tax consequences.  United States Persons means citizens
or residents of the United States, domestic corporations, domestic
partnerships, and trusts or estates that are subject to United States
federal income tax regardless of the source of their income.  This summary
does not discuss the consequences of an exchange of another annuity
contract for a Contract or a surrender of another annuity contract to
provide funds for investment in a Contract.  Additional information
regarding such exchanges or surrenders is contained in the Statement of
Additional Information, which is available at no cost to any person
requesting a copy by writing to Charter or by calling (800) 242-4402.
     The Qualified Contract was designed for use by retirement plans and
individual retirement accounts that qualify for special federal income tax
treatment under Section 401(a) or 408(a) of the Code and individuals
purchasing individual retirement annuities that qualify for special federal
income tax treatment under Section 408(b) of the Code.  Certain
requirements must be satisfied in purchasing a Qualified Contract for the
plan, account, or annuity to retain its special tax treatment.  This
summary does not discuss such requirements, and assumes that Qualified
Contracts are purchased pursuant to retirement plans or individual
retirement accounts, or are individual retirement annuities, that qualify
for such special tax treatment. Additionally, because any distribution with
respect to a Qualified Contract, other than an individual retirement
annuity qualifying under Section 408(b) of the Code, will be made to an
entity that is exempt from federal income tax, this summary does not
discuss the annuity consequences with respect to Qualified Contracts other
than such individual retirement annuities.
     THE DISCUSSION SET FORTH BELOW IS INCLUDED FOR GENERAL PURPOSES ONLY.
EACH POTENTIAL PURCHASER IS URGED TO CONSULT HIS OR HER OWN TAX ADVISER AS
TO THE CONSEQUENCES OF INVESTMENT IN A CONTRACT UNDER FEDERAL AND
APPLICABLE STATE, LOCAL, AND FOREIGN TAX LAWS BEFORE MAKING ANY PAYMENT.

                                    35

<PAGE>
Tax Status of the Contract

     Section 817(h) of the Code provides that in order for a variable
contract which is based on a segregated asset account to qualify as an
annuity contract under the Code, the investments made by such account must
be "adequately diversified" in accordance with Treasury regulations.  The
Treasury regulations issued under Section 817(h) apply a diversification
formula to each of the Subaccounts.  The Variable Account, through the Fund
and its Portfolios, intends to comply with the diversification requirements
of the Treasury regulations.  Charter and the Fund have entered into
agreements regarding participation in the Fund that require the Fund and
its Portfolios to be operated in compliance with the Treasury regulations.
     In certain circumstances, owners of variable annuity contracts may be
considered the owners, for federal income tax purposes, of the assets of
the separate accounts used to support their contracts.  In those
circumstances, income and gains from the separate account assets would be
includible in the variable contract owner's gross income. The IRS has
stated in published rulings that a variable contract owner will be
considered the owner of separate account assets if the contract owner
possesses incidents of ownership in those assets, such as the ability to
exercise investment control over the assets.  The Treasury Department has
also announced, in connection with the issuance of regulations concerning
diversification, that those regulations "do not provide guidance concerning
the circumstances in which investor control of the investments of a
segregated asset account may cause the investor (i.e., the Policyowner),
rather than the insurance company, to be treated as the owner of the assets
in the account."  This announcement also stated that guidance would be
issued by way of regulations or rulings on the "extent to which
policyholders may direct their investments to particular subaccounts
without being treated as owners of the underlying assets."
     The ownership rights under the Contract are similar to, but different
in certain respects from, those described by the IRS in rulings in which it
was determined that policyowners were not owners of separate account
assets. For example, the Owner has additional flexibility in allocating
premium payments and contract values.  These differences could result in an
Owner being treated as the owner of a pro rata portion of the assets of the
Variable Account.  In addition, Charter does not know what standards will
be set forth, if any, in the regulations or rulings which the Treasury
Department has stated it expects to issue.  Charter therefore reserves the
right to modify the Contract as necessary to attempt to prevent an Owner
from being considered the owner of a pro rata share of the assets of the
Variable Account.
     The Code also requires that Nonqualified Contracts contain specific
provisions for distribution of contract proceeds upon the death of an
Owner. In order to be treated as an annuity contract for federal income tax
purposes, the Code requires that such Contracts provide that (a) if any
Owner dies on or after the Maturity Date and before the entire interest

                                    36

<PAGE>
in the Contract has been distributed, the remaining portion must be
distributed at least as rapidly as under the method in effect on the
Owner's death, or (b) if any Owner dies before the Maturity Date, the
entire interest in the Contract must generally be distributed within five
years after the Owner's date of death.  These requirements will be
considered satisfied if the entire interest in the Contract is used to
purchase an immediate annuity under which payments will begin within one
year of the Owner's death and will be made for the life of the "designated
beneficiary" or for a period not extending beyond the life expectancy of
the designated beneficiary. Under Section 72(s) the designated beneficiary
is the person to whom ownership of the Contract passes by reason of death
and must be a natural person in order to take advantage of the exceptions
noted.  If the designated beneficiary is the Owner's surviving spouse and
the Owner dies before the Maturity Date, the Contract may be continued with
the surviving spouse as the new Owner. The Nonqualified Contracts contain
provisions intended to comply with these requirements of the Code.  No
regulations interpreting these requirements of the Code have yet been
issued, and thus no assurance can be given that the provisions contained in
the Contracts satisfy all such Code requirements.  The provisions contained
in the Nonqualified Contracts will be reviewed and modified if necessary to
assure that they comply with the Code requirements when clarified by
regulation or otherwise. Similar rules apply to Qualified Contracts.  See
"DISTRIBUTIONS UNDER THE CONTRACT -- Death of Owner."
     Other rules may apply to Qualified Contracts.

     Natural Persons.  With respect to Owners who are natural persons, the
Contract should be treated as an annuity contract for federal income tax
purposes, the taxation of which is described below.  See "CERTAIN FEDERAL
INCOME TAX CONSEQUENCES --  Taxation of Annuities."

     Non-natural Persons.  Pursuant to Section 72(u) of the Code, an
annuity contract held by a taxpayer other than a natural person generally
will not be treated as an annuity contract under the Code; accordingly, an
Owner who is not a natural person will recognize as ordinary income for a
taxable year the excess of (i) the sum of the Account Value as of the close
of the taxable year and all distributions under the Contract paid in the
taxable year and previous taxable years over (ii) the sum of the Payments
paid for the taxable year and any prior taxable year and the amounts
includable in gross income for any prior taxable year with respect to the
Contract.  Section 72(u) of the Code does not apply to (i) a Contract in
which the nominal Owner is not a natural person but the beneficial Owner is
a natural person, (ii) a Qualified Contract, or (iii) a single-payment
annuity the Maturity Date for which is no later than one year from the date
of the single Payment and provides for a series of substantially equal
periodic payments during the annuity period.  Instead, such Contracts are
taxed as described below under the heading "Taxation of Annuities."

                                    37

<PAGE>
     Individual Retirement Annuities.  In order to qualify as an individual
retirement annuity under Section 408(b) of the Code, a Contract must
contain certain provisions, including the following;  (i) the Owner must be
the Annuitant; (ii) the Contract may not be transferable by the Owner,
e.g., the Owner may not designate a new Owner or assign the Contract as
collateral security; (iii) the total Payments for any Contract Year may not
exceed $2,000, unless the portion of such Payments in excess of $2,000
qualifies as a rollover amount or contribution under Section 402(a)(5) or
408(d)(3) of the Code; (iv) Annuity Payments must begin no later than April
1 of the calendar year following the calendar year in which the Annuitant
attains age 70-1/2 and meet certain other requirements; (v) an Annuity
Income Option with a Period Certain that will guarantee Annuity Payments
beyond the life expectancy of the Annuitant and the Beneficiary may not be
selected; and (vi) certain payments of Death Benefits must be made in the
event the Annuitant dies prior to the distribution of the Account Value.
Contracts intended to qualify as individual retirement annuities under
Section 408(b) of the Code contain such provisions.

     Other Qualified Contracts.  A Contract may be purchased by a trust or
custodial account that forms a retirement plan qualified under Section
401(a) of the Code or an individual retirement account qualified under
Section 408(a) of the Code.  The contributions and benefits in respect of a
participant in such a plan or account will be determined by the terms and
conditions of the plan or account, rather than the Contract.  Charter shall
be under no obligation either (i) to determine whether any payment,
distribution or other transaction under the Contract complies with the
provisions, terms and conditions of such plan or account or of applicable
law or (ii) to administer such plan or account, including without
limitation any provisions required by the Retirement Equity Act of 1984.
The Contract is intended for use by such plans and accounts solely for the
accumulation of retirement savings.  Adverse tax consequences to the plan
or account, the participant or both may result if this Contract is
transferred or assigned by the plan or account to any individual as a means
to provide benefit payments.  A qualified tax adviser should be consulted
with respect to the use of the Contract in connection with such a plan or
account.

Taxation of Annuities

     The discussion below applies only to those Contracts that qualify as
annuity contracts for federal income tax purposes.

     In General.  An Owner of a Contract should not be taxed on increases
in the Account Value until distribution occurs either in the form of
amounts received in partial or full surrender or as Annuity Payments under
the Annuity Income Option selected.  The taxable portion of any such
distribution generally will be taxed as ordinary income.  For this purpose,
the assignment, pledge, or agreement to assign or pledge any portion of the
Account Value (including assignment prior to the Maturity Date of an

                                    38

<PAGE>
Owner's right to receive Annuity Payments) generally will be treated as a
distribution in the amount of such portion of the Account Value.
Additionally, when an Owner designates a new Owner prior to the Maturity
Date without receiving full and adequate consideration, the old Owner
generally will be treated as receiving a distribution under the Contract in
an amount equal to the excess (if any) of the Account Value at the time of
such designation over the Investment in the Contract at such time.
"Investment in the Contract" means (i) the aggregate amount of any Payments
paid by or on behalf of the recipient or deemed recipient minus (ii) the
aggregate amount received under the Contract which was excluded from the
gross income of the recipient or deemed recipient (except that the amount
of any loan secured by a Contract will be disregarded to the extent such
amount is excluded from gross income) plus (iii) the amount of any loan
secured by a Contract to the extent that such amount is included in the
gross income of the Owner.  Any such deemed distribution generally will be
taxable in an amount equal to the excess (if any) of the Account Value
immediately before the distribution is deemed to occur over the Investment
in the Contract at such time. Additionally, the assignment prior to the
Maturity Date of an Owner's right to receive Annuity Payments without full
and adequate consideration generally will be treated as a distribution
under the Contract in an amount equal to the excess of the Account Value at
the time of such assignment over the Investment in the Contract at such
time; any such deemed distribution will be taxable in full.

     Surrenders.  In the case of a partial surrender under a Nonqualified
Contract, the amount received generally will be taxable in an amount equal
to the excess (if any) of the Account Value immediately before the
surrender over the Investment in the Contract at such time.  In the case of
a partial surrender under a Qualified Contract, generally a portion of the
amount received, based on the ratio of the Investment in the Contract to
the Account Value, will be includable in the recipient's taxable income.
In the case of a full surrender under a Nonqualified or Qualified Contract,
the amount received generally will be taxable only to the extent it exceeds
the Investment in the Contract.  In the case of a Qualified Contract (i)
the Investment in the Contract may be zero and (ii) certain surrenders will
not be taxed if they qualify under Section 402(a) or 408(d)(3) of the Code
as rollover contributions to certain retirement plans and individual
retirement arrangements.

     Annuity Payments.  Generally, a portion of each of the Annuity
Payments will be includable in the taxable income of the recipient.  There
is, in general, no tax on the portion of each Annuity Payment that bears
the same ratio to the amount of such Annuity Payment as the Investment in
the Contract on the Maturity Date bears to the total "Expected Return"
under the Contract as of the Maturity Date; the remainder of each Annuity
Payment is taxable.  Once the aggregate amount received under the Contract

                                    39

<PAGE>
on or after the Maturity Date that was excluded from gross income equals
the Investment in the Contract on the Maturity Date, any additional Annuity
Payments will be included in gross income in their entirety.  If, after the
Maturity Date, Annuity Payments cease by reason of the death of the
Annuitant, the excess (if any) of the Investment in the Contract as of the
Maturity Date over the aggregate amount of Annuity Payments received on or
after the Maturity Date that was excluded from gross income is allowable as
a deduction for the last taxable year of the Annuitant.

     Penalty Taxes.  In the case of a deemed distribution under a
Nonqualified Contract resulting from a pledge, assignment, or agreement to
pledge or assign; a surrender of a Nonqualified Contract; or an Annuity
Payment with respect to a Nonqualified Contract, there may be imposed on
the taxpayer a federal penalty tax equal to 10% of the amount of the
distribution (or deemed distribution) that is includable in gross income.
The penalty tax generally will not apply to any distribution (i) made on or
after the date on which the taxpayer attains age 59-1/2; (ii) made as a
result of the death of the Owner; (iii) attributable to the disability of
the taxpayer; or (iv) which is part of a series of substantially equal
periodic payments made (not less frequently than annually) for the life (or
life expectancy) of the taxpayer or the joint lives (or joint life
expectancies) of such taxpayer and his beneficiary. Similar penalties apply
to Qualified Contracts.  In addition, if a minimum distribution is required
under a Qualified Contract as a result of the Annuitant's death or
attainment of age 70-1/2, a 50% excise tax will apply to the portion of any
such required minimum distribution that is not actually distributed.  In
the case of Qualified Contracts, penalty taxes or other adverse tax
consequences may result if excess contributions are made, if an annual
distribution from the individual retirement annuity and certain other
retirement arrangements exceed specified amounts, or in certain other
circumstances.

     Transfer of Ownership.  A transfer of ownership of a Contract or
assignment of a Contract may result in certain tax consequences to the
Owner that are not discussed herein.  An Owner contemplating any such
transfer or assignment of a Contract should contact a competent tax adviser
with respect to the potential tax effects of such a transaction.

     Withholding.  The portion of any distribution under a Contract that is
includable in gross income will be subject to federal income tax
withholding unless the recipient of such distribution elects not to have
federal income tax withheld.  Election forms will be provided at the time
distributions are requested or made. Effective January 1, 1993 certain
distributions from retirement plans qualified under Section 401(a) of the
Code are subject to mandatory withholding.

                                    40

<PAGE>
     Multiple Contracts.  All nonqualified deferred annuity contracts
entered into after October 21, 1988, that are issued by Charter (or its
affiliates) to the same Contract Owner during any calendar year will be
treated as one annuity contract for purposes of determining the amount
includable in gross income under Section 72(e) of the Code.  The Treasury
Department has specific authority to issue regulations that prevent the
avoidance of Section 72(e) through the serial purchase of annuity contracts
or otherwise.  There may also be other situations in which the Treasury may
conclude that it would be appropriate to aggregate two or more annuity
contracts purchased by the same Owner.  Accordingly, an Owner should
consult a competent tax adviser before purchasing more than one annuity
contract.

     Taxation of Death Benefit Proceeds.  Amounts may be distributed from a
Contract because of the death of the Owner or the Annuitant.  Generally,
such amounts are includable in the income of the recipient as follows:  (i)
if distributed in a lump sum, they are taxed in the same manner as a full
surrender of the Contract, as described above, or (ii) if distributed under
an Annuity Option, they are taxed in the same manner as Annuity Payments,
as described above.

     Tax Legislation. In past years, legislation has been proposed in the
U.S. Congress which would have adversely modified the federal taxation of
certain annuities.  For example, one such proposal would have adversely
affected annuities that do not have "substantial life contingencies" by
taxing income as it is credited to the annuity. Although Congress is not
now actively considering any legislation regarding the taxation of
annuities, there is no way of knowing if legislation affecting the taxation
of annuities will, at some time, be enacted, or the extent to which any
change in the taxation of annuities would be retroactive in effect (i.e.,
effective prior to the date of enactment).

Taxation of Charter

     At the present time, Charter makes no charge to the Variable Account
for any Federal, state or local taxes that it incurs which may be
attributable to such Account or to the Contracts.  Charter, however,
reserves the right in the future to make a charge for any such tax or other
economic burden resulting from the application of the tax laws that it
determines to be properly attributable to the Variable Account or to the
Contracts.

                            GENERAL PROVISIONS
The Contract

     The Contract, its endorsements, riders, and the Contract application
constitute the entire contract between Charter and the Owner.  Only the

                                    41

<PAGE>
President, a Vice President, the Secretary, or an Assistant Secretary of
Charter is authorized to change or waive the terms of a Contract.  Any
change or waiver must be in writing and signed by one of those persons.

Deferment of Payment and Transfers

     Payment of any amount due from the Variable Account with respect to a
surrender, the Death Benefit, or the death of the Owner of a Nonqualified
Contract generally will occur within seven days from the date Written
Notice is received, except that Charter may be permitted to defer such
payment if:  (i) the New York Stock Exchange is closed for other than usual
weekends or holidays, or trading on the Exchange is otherwise restricted;
(ii) an emergency exists as defined by the SEC or the SEC requires that
trading be restricted; or (iii) the SEC permits a delay for the protection
of Owners.  In addition, transfers of amounts from the Subaccounts may be
deferred under these circumstances.

     Payments and Transfers from the General Account.  Charter anticipates
that payments and transfers from the General Account will occur within
seven business days after receipt.  In accordance with state insurance law
to the extent any payments are to be made from the General Account, such
payments may be postponed for up to six months in certain circumstances.

     Payment Not Honored by Bank. Any Payment which is derived, all or in
part, from any amount paid to Charter by check or draft may be postponed
until such time as Charter determines that such instrument has been
honored.

Contract Expiration

     The Contract will expire and be of no effect when the Account Value is
insufficient to cover deductions for the Mortality and Expense Risk Charge,
the Contract Administration Charge, any Records Maintenance Charge which
may be imposed, and transfer charges, if any.

Misstatement of Age or Sex

     If the Annuitant's age or sex (and/or the Joint Annuitant's age or
sex, if Annuity Income Option 2 is selected) has been misstated on the
application, Charter will recalculate the Annuity Payments to reflect the
calculations that would have been made had the Annuitant's age and sex
(and/or the Joint Annuitant's age and sex, if Annuity Income Option 2 is
selected) been correctly stated.

                                    42

<PAGE>
Nonparticipating Contract

     The Contract does not participate in the divisible surplus of Charter.
No dividends are payable on the Contract.

Written Notices and Requests; Owner Inquiries

     Any Written Notice or Written Request required to be sent to Charter
should be sent to 8301 Maryland Avenue, St. Louis, Missouri 63105.  Any
notice or request must be on the required form provided by Charter and
contain such information as Charter requires to process such notice or
request, including the Contract number and the Owner's full name and
signature.  Any notice sent by Charter to an Owner will be sent to the
address shown in the application unless a Written Notice of an address
change has been filed with Charter.  All Owner inquiries should be
addressed to Charter at its Home Office or made by calling (800) 242-4402
and should include the Contract number and the Owner's full name.

Records and Reports

     Charter will maintain all records relating to the Variable Account.
At the end of each calendar quarter, Charter will send Owners, at their
last known address of record, statements listing the Account Value,
additional Payments, transfers, any charges, and any partial surrenders
made during the year.  Owners will also be sent annual and semiannual
reports for the Fund, which will include a list of the securities held by
each Portfolio as of the current date of the report to the extent required
by the 1940 Act.

                       DISTRIBUTION OF THE CONTRACT

     The principal underwriter of the Contracts is CNL.  CNL is registered
with the SEC as a broker-dealer under the Securities Exchange Act of 1934,
as amended (the "1934 Act") and is a member of the National Association of
Securities Dealers, Inc.  The principal address of CNL is 8301 Maryland
Avenue, St. Louis, Missouri 63105.
     For its services as Principal Underwriter, Charter pays to CNL, on a
monthly basis, .50% of new and additional Payments for the Contracts.
Charter and CNL have also entered into a general expense reimbursement
agreement for expenses incurred by CNL in connection with distribution
expenses relating to the offering of the Contracts and other variable
annuity and variable life insurance contracts issued by Charter.
Commissions relating to the sale of the Contracts totaling $464,600.72,
$346,403.71 and $239,903.75 were paid by Charter to CNL in 1994, 1993 and
1992, respectively.

                                    43

<PAGE>
     CNL has contracted with Scudder Investor Services, Inc. ("Scudder")
for Scudder's services in connection with the distribution of the
Contracts. Scudder is registered with the SEC as a broker-dealer under the
1934 Act and is a member of the National Association of Securities Dealers,
Inc.  Individuals directly involved in the sale of the Contracts are
registered representatives of Scudder and licensed agents of Charter.  The
principal address of Scudder is Two International Place, Boston,
Massachusetts 02110-4103.
     CNL is doing business under the following names in the states
indicated: CNL Insurance Marketing, Inc. in California, Florida, Minnesota,
Montana, New Hampshire, and New Jersey; CNL Insurance & Financial Services,
Inc. in Illinois, Kentucky, Maine, Maryland, Nevada, Rhode Island, and
Utah; and CNL, Inc. of Missouri in Vermont.
     The Contracts will be offered to the public on a continuous basis, and
neither CNL nor Scudder anticipates discontinuing the offering of the
Contracts.  However, both CNL and Scudder reserve the right to discontinue
the offering at any time.

                               VOTING RIGHTS

     To the extent required by law, Charter will vote the Fund's shares
held in the Variable Account at regular and special shareholder meetings of
the Fund in accordance with instructions received from persons having
voting interests in the corresponding Subaccounts.  If, however, the 1940
Act or any regulation thereunder should be amended or if the present
interpretation thereof should change, and as a result Charter determines
that it is permitted to vote the Fund's shares in its own right, it may
elect to do so.
     The number of votes that an Owner has the right to instruct will be
calculated separately for each Subaccount.  The number of votes for each
Subaccount that an Owner has the right to instruct will be determined by
dividing a Contract's value in a Subaccount by the net asset value per
share of the corresponding Portfolio in which the Subaccount invests.
Fractional shares will be counted.  The number of votes of a Portfolio that
the Owner has the right to instruct will be determined as of the date
coincident with the date established by the Fund for determining
shareholders eligible to vote at the meeting of the Fund.  Voting
instructions will be solicited by written communications prior to that
meeting in accordance with procedures established by the Fund.
     Charter will vote shares of the Fund as to which no timely
instructions are received in proportion to the voting instructions which
are received with respect to all variable annuity contracts (including the
Contracts) issued by Charter and participating in that Portfolio.  Charter
also will vote shares it owns that are not attributable to variable annuity
contracts in the same proportion.
     Separate accounts of other insurance companies, including insurance
companies affiliated with Charter, may also invest premiums for variable

                                    44

<PAGE>
life and variable annuity contracts in the Fund.  It is to be expected that
Fund shares held by those separate accounts will be voted according to the
instructions of the owners of those variable life and variable annuity
contracts.  This will dilute the effect of the Owners' voting instructions.
Charter does not see any disadvantages to this dilution.
     Each person having a voting interest in a Subaccount will receive
proxy material, reports, and other materials relating to the appropriate
Portfolio.

                             LEGAL PROCEEDINGS

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

                          ADDITIONAL INFORMATION

     A registration statement has been filed with the SEC under the
Securities Act of 1933, as amended and the 1940 Act with respect to the
Contract offered hereby.  This Prospectus does not contain all the
information set forth in the registration statement and the amendments and
exhibits to the registration statement to all of which reference is made
for further information concerning the Variable Account, Charter, and the
Contract offered hereby. Statements contained in this Prospectus as to the
contents of the Contract and other legal instruments are summaries. For a
complete statement of the terms thereof, reference is made to such
instruments as filed.

                                    45

<PAGE>
                           TABLE OF CONTENTS FOR
                    STATEMENT OF ADDITIONAL INFORMATION


                                                            Prospectus
                                                Page        Reference*

STATE REGULATION OF CHARTER                       1

CERTAIN FEDERAL INCOME TAX CONSEQUENCES
  OF CERTAIN EXCHANGES AND SURRENDERS             1              35

SAFEKEEPING OF THE VARIABLE ACCOUNTS
  ASSETS                                          1

CALCULATION OF YIELDS
  AND TOTAL RETURNS                               2              11
     Money Market Subaccount Yields.              2
     Other Subaccount Yields.                     3
     Total Returns.                               4
     Effect of the Records Maintenance Charge
       on Performance Data.                       5

OTHER PERFORMANCE DATA                            6              12
     Cumulative Total Returns.                    6
     Comparison of Performance and
       Expense Information..                      7

LEGAL MATTERS                                     7              45

INDEPENDENT ACCOUNTANTS                           7

FINANCIAL STATEMENTS.                             8              10


     * The corresponding section headings may be found in the Prospectus at
the pages indicated.

                                    46
<PAGE>

<PAGE>
                      SCUDDER VARIABLE LIFE INVESTMENT FUND

                             Two International Place
                        Boston, Massachusetts 02110-4103

                                 (A Mutual Fund)




Scudder  Variable Life  Investment  Fund (the "Fund") is an open-end  management
investment company which offers shares of beneficial interest of six diversified
Portfolios. The Money Market Portfolio seeks stability and current income from a
portfolio of money market instruments.  The Money Market Portfolio will maintain
a dollar-weighted average maturity of 90 days or less in an effort to maintain a
constant net asset value of $1.00 per share.  An  investment in the Money Market
Portfolio is neither insured nor guaranteed by the United States  Government and
there can be no assurance  that the Portfolio  will be able to maintain a stable
net asset value of $1.00 per share.  The Bond Portfolio seeks high income from a
high quality  portfolio  of bonds.  The  Balanced  Portfolio  seeks a balance of
growth  and  income,  as well  as  long-term  preservation  of  capital,  from a
diversified  portfolio  of equity and fixed  income  securities.  The Growth and
Income Portfolio seeks long-term growth of capital, current income and growth of
income from a portfolio  consisting  primarily of common  stocks and  securities
convertible  into common stocks.  The Capital Growth Portfolio seeks to maximize
long-term  capital  growth  from a  portfolio  consisting  primarily  of  equity
securities.  The  International  Portfolio  seeks  long-term  growth of  capital
principally from a diversified portfolio of foreign equity securities.

This  prospectus  sets forth  concisely  the  information  about the Fund that a
prospective  investor should know before applying for certain  variable  annuity
contracts and variable life insurance  policies offered in the separate accounts
of certain insurance companies  ("Participating  Insurance  Companies").  Please
read it  carefully  and  retain it for future  reference.  If you  require  more
detailed information,  a Statement of Additional  Information dated May 1, 1995,
as supplemented  from time to time, is available upon request without charge and
may be obtained by calling a  Participating  Insurance  Company or by writing to
broker/dealers  offering the above  mentioned  variable  annuity  contracts  and
variable life  insurance  policies,  or Scudder  Investor  Services,  Inc.,  Two
International  Place,  Boston,   Massachusetts  02110-4103.   The  Statement  of
Additional Information, which is incorporated by reference into this prospectus,
has been filed with the Securities and Exchange Commission.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL  OFFENSE.  SHARES  OF THE FUND ARE  AVAILABLE  AND ARE  BEING  MARKETED
EXCLUSIVELY AS A POOLED FUNDING VEHICLE FOR LIFE INSURANCE COMPANIES WRITING ALL
TYPES OF VARIABLE LIFE INSURANCE POLICIES AND VARIABLE ANNUITY CONTRACTS.



                                   PROSPECTUS
                                   May 1, 1995

<PAGE>

- --------------------------------------------------------------------------------
                                TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                                           Page

INVESTMENT CONCEPT OF THE FUND                                               1
FINANCIAL HIGHLIGHTS                                                         2
INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS                         8
     Money Market Portfolio                                                  8
     Bond Portfolio                                                          8
     Balanced Portfolio                                                      9
     Growth and Income Portfolio                                            11
     Capital Growth Portfolio                                               11
     International Portfolio                                                12
POLICIES AND TECHNIQUES APPLICABLE TO THE PORTFOLIOS                        13
     Repurchase Agreements                                                  13
     Convertible Securities                                                 13
     Mortgage and Other Asset-Backed Securities                             13
     Foreign Securities                                                     14
     When-Issued Securities                                                 14
     Indexed Securities                                                     15
     Loans of Portfolio Securities                                          15
     Zero Coupon Securities                                                 15
     Derivatives                                                            15
     Options                                                                15
     Options on Securities Indexes                                          15
     Futures Contracts                                                      16
     Forward Foreign Currency Exchange Contracts, Foreign 
       Currency Futures Contracts and Foreign Currency Options              16
INVESTMENT RESTRICTIONS                                                     17
INVESTMENT ADVISER                                                          18
     Portfolio Management                                                   19
     Money Market Portfolio                                                 19
     Bond Portfolio                                                         19
     Balanced Portfolio                                                     19
     Growth and Income Portfolio                                            19
     Capital Growth Portfolio                                               20
     International Portfolio                                                20
DISTRIBUTOR                                                                 20
PURCHASES AND REDEMPTIONS                                                   21
NET ASSET VALUE                                                             21
PERFORMANCE INFORMATION                                                     21
     Money Market Portfolio                                                 21
     Bond Portfolio                                                         22
     All Portfolios                                                         22
VALUATION OF PORTFOLIO SECURITIES                                           22
     Money Market Portfolio                                                 22
     Other Portfolios                                                       22
TAX STATUS, DIVIDENDS AND DISTRIBUTIONS                                     23
SHAREHOLDER COMMUNICATIONS                                                  23
ADDITIONAL INFORMATION                                                      24
     Fund Organization and Shareholder Indemnification                      24
     Other Information                                                      24
TRUSTEES AND OFFICERS                                                       25


<PAGE>

- --------------------------------------------------------------------------------
                         INVESTMENT CONCEPT OF THE FUND
- --------------------------------------------------------------------------------

Scudder  Variable Life Investment  Fund (the "Fund") is an open-end,  registered
management investment company comprised of the following diversified series: the
Money Market Portfolio,  Bond Portfolio,  Balanced Portfolio,  Growth and Income
Portfolio,  Capital Growth Portfolio,  and International Portfolio (individually
or collectively  hereinafter  referred to as a "Portfolio" or the "Portfolios").
Additional  Portfolios may be created from time to time. The Fund is intended to
be the funding  vehicle for variable  annuity  contracts  ("VA  contracts")  and
variable life insurance  policies ("VLI policies") to be offered by the separate
accounts  of  certain  life  insurance   companies   ("Participating   Insurance
Companies").  The Fund  currently  does not  foresee  any  disadvantages  to the
holders  of VA  contracts  and VLI  policies  arising  from  the  fact  that the
interests   of  the  holders  of  such   contracts   and  policies  may  differ.
Nevertheless,  the Fund's Trustees intend to monitor events in order to identify
any material irreconcilable  conflicts which may possibly arise and to determine
what action, if any, should be taken in response  thereto.  The VA contracts and
the VLI  policies  are  described  in the  separate  prospectuses  issued by the
Participating  Insurance Companies.  The Fund assumes no responsibility for such
prospectuses.

Individual VA contract holders and VLI policyholders are not the  "shareholders"
of the Fund.  Rather, the Participating  Insurance  Companies and their separate
accounts are the shareholders or investors (the  "Shareholders"),  although such
companies  may  pass  through  voting  rights  to  their  VA  contract  and  VLI
policyholders.


                                       1
<PAGE>

- --------------------------------------------------------------------------------
                              FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Money Market Portfolio

The following table includes  selected data for a share  outstanding  throughout
each period and other performance information derived from the audited financial
statements.

If  you  would  like  more  detailed  information   concerning  the  Portfolio's
performance,  a complete portfolio listing and audited financial  statements are
available  in the  Fund's  Annual  Report  dated  December  31,  1994 and may be
obtained  without  charge by  calling a  Participating  Insurance  Company or by
writing to  broker/dealers  offering the previously  mentioned  variable annuity
contracts and variable life insurance  policies,  or Scudder Investor  Services,
Inc.

<TABLE>
<CAPTION>
                                                                                                             Six     For the Period
                                                                                                            Months   July 16, 1985
                                                                                                            Ended    (commencement
                                                   Years Ended December 31,                                December  of operations)
                         -------------------------------------------------------------------------------     31,       to June 30,
                            1994      1993      1992      1991      1990      1989      1988      1987      1986(e)       1986
                         -------------------------------------------------------------------------------  ---------   ------------
<S>                       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>          <C>        
Net asset value,
  beginning of period ..  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000     $  1.000(b)
                          --------  --------  --------  --------  --------  --------  --------  --------  --------     --------   
Income from investment
  operations:
  Net investment
   income (a) ..........      .037      .025      .033      .057      .076      .088      .068      .060      .026         .064
Less distributions from
  net investment income      (.037)    (.025)    (.033)    (.057)    (.076)    (.088)    (.068)    (.060)    (.026)       (.064)
                          --------  --------  --------  --------  --------  --------  --------  --------  --------     --------   
Net asset value,
  end of period ........  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000     $  1.000
                          ========  ========  ========  ========  ========  ========  ========  ========  ========     ========

Total Return (%) .......     3.72      2.54      3.33      5.81      7.83      8.84      7.08      5.95      2.59(d)      6.59(d)

Ratios and
Supplemental Data
Net assets, end of
  period ($ millions) ..       90        49        34        28        32        15        11         8         3         --
Ratio of operating
  expenses, net to
  average daily net
  assets (%) (a) .......      .56       .66       .64       .67       .69       .72       .75       .75       .75(c)       .60(c)
Ratio of net investment
  income to average
  daily net assets (%) .     3.80      2.55      3.26      5.67      7.57      8.53      6.99      6.06      5.10(c)      6.75(c)
(a)  Portion of expenses
     reimbursed ........     --        --        --        --        --     $   .001  $   .003  $   .006  $   .022     $   .133
(b)  Original capital
(c)  Annualized
(d)  Not annualized
(e)  On August 22, 1986, the Trustees voted to change the year end of the Fund from June 30 to December 31.
</TABLE>


                                       2
<PAGE>

- --------------------------------------------------------------------------------
                              FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Bond Portfolio

The following table includes  selected data for a share  outstanding  throughout
each period and other performance information derived from the audited financial
statements.

If  you  would  like  more  detailed  information   concerning  the  Portfolio's
performance,  a complete portfolio listing and audited financial  statements are
available  in the  Fund's  Annual  Report  dated  December  31,  1994 and may be
obtained  without  charge by  calling a  Participating  Insurance  Company or by
writing to  broker/dealers  offering the previously  mentioned  variable annuity
contracts and variable life insurance  policies,  or Scudder Investor  Services,
Inc.

<TABLE>
<CAPTION>
                                                                                                        Six      For the Period
                                                                                                       Months    July 16, 1985
                                                                                                       Ended     (commencement
                                                   Years Ended December 31, (e)                       December   of operations)  
                         --------------------------------------------------------------------------     31,       to June 30,
                            1994      1993     1992      1991      1990     1989      1988     1987   1986(e)(f)     1986
                         --------------------------------------------------------------------------   ----------  ------------
<S>                      <C>      <C>       <C>      <C>       <C>      <C>       <C>       <C>       <C>         <C>
Net asset value,       
   beginning of period . $  7.42  $   7.19  $  7.37  $   6.73  $  6.72  $   6.39  $   6.47  $   6.67  $  6.56     $  6.00(b)
                         -------  --------  -------  --------  -------  --------  --------  --------  -------     -------   
Income from investment
  operations:
   Net investment
     income (a) ........     .43       .48      .49       .52      .53       .54       .54       .49      .23         .45
   Net realized and
     unrealized gain
     (loss) on
     investment
     transactions ......    (.77)      .38     (.02)      .61     (.02)      .18      (.19)     (.40)     .08         .44
                            ----       ---     ----       ---     ----       ---      ----      ----      ---         ---
Total from investment
  operations ...........    (.34)      .86      .47      1.13      .51       .72       .35       .09      .31         .89
                            ----       ---      ---      ----      ---       ---       ---       ---      ---         ---
Less distributions from:
  Net investment income     (.43)     (.48)    (.46)     (.47)    (.50)     (.39)     (.43)     (.29)    (.17)       (.33)
  Net realized gains on
   on investment
   transactions ........    (.17)     (.15)    (.19)     (.02)      --        --        --       --      (.03)        --
                            ----      ----     ----      ----                                            ----           
Total distributions ....    (.60)     (.63)    (.65)     (.49)    (.50)     (.39)     (.43)     (.29)    (.20)       (.33)
                            ----      ----     ----      ----     ----      ----      ----      ----     ----        ---- 
Net asset value,
  end of period ........ $  6.48  $   7.42  $  7.19  $   7.37  $  6.73  $   6.72  $   6.39  $   6.47  $  6.67     $  6.56
                         =======  ========  =======  ========  =======  ========  ========  ========  =======     =======

Total Return (%) .......   (4.79)    12.38     7.01     17.61     8.06     11.65      5.46      1.22     4.90(d)    15.11(d)

Ratios and
Supplemental Data
Net assets, end of
  period ($ millions) ..     142      129       113       74        42        22         3        3           1       --
Ratio of operating
  expenses, net to
  average net
  assets (%) (a) .......     .58       .61      .63       .69      .73       .75       .75       .75      .75(c)      .60(c)
Ratio of net investment
  income to average
  net assets (%) .......    6.43      6.59     6.89      7.51     8.05      8.04      7.86      7.53     6.88(c)     7.48(c)
Portfolio turnover
  rate (%) .............   96.55    125.15    87.00    115.86    71.02    103.41    245.23    186.05    23.82(c)     6.27(c)
(a)  Portion of expenses
   reimbursed .......... $  --    $   --    $  --    $   --    $  --    $    .01  $    .04  $    .08  $   .21     $   .80 
(b)  Original  capital 
(c)  Annualized  
(d)  Not annualized 
(e)  Per share amounts, for each of the periods identified, have been calculated
     using the monthly average shares outstanding during the period method.
(f)  On August 22, 1986, the Trustees voted to change the year end of the Fund
     from June 30 to December 31.
</TABLE>


                                       3
<PAGE>

- --------------------------------------------------------------------------------
                              FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Balanced Portfolio

The following table includes  selected data for a share  outstanding  throughout
each period and other performance information derived from the audited financial
statements.

If  you  would  like  more  detailed  information   concerning  the  Portfolio's
performance,  a complete portfolio listing and audited financial  statements are
available  in the  Fund's  Annual  Report  dated  December  31,  1994 and may be
obtained  without  charge by  calling a  Participating  Insurance  Company or by
writing to  broker/dealers  offering the previously  mentioned  variable annuity
contracts and variable life insurance  policies,  or Scudder Investor  Services,
Inc.

<TABLE>
<CAPTION>
                                                                                                        Six      For the Period
                                                                                                       Months    July 16, 1985
                                                                                                       Ended     (commencement
                                                   Years Ended December 31,(e)                        December   of operations)  
                         --------------------------------------------------------------------------     31,       to June 30,
                            1994      1993     1992      1991      1990     1989      1988     1987   1986(e)(f)      1986
                         --------------------------------------------------------------------------   ----------  ------------
<S>                       <C>       <C>        <C>      <C>      <C>      <C>      <C>       <C>       <C>         <C>       
Net asset value,
beginning of period ..... $  10.23  $  10.02   $  9.85  $  8.10  $  8.75  $  7.62  $   6.88  $   7.35  $  7.58     $  6.00(b)
                          --------  --------   -------  -------  -------  -------  --------  --------  -------     -------   
Income from investment
  operations:
  Net investment
   income (a) ...........      .29       .30       .29      .35      .42      .40       .33       .34      .15         .31
  Net realized and
   unrealized gain (loss)
   on investment
   transactions .........     (.48)      .42       .36     1.77     (.59)    1.06       .64      (.45)    (.11)       1.50
                              ----       ---       ---     ----     ----     ----       ---      ----     ----        ----
Total from investment
  operations ............     (.19)      .72       .65     2.12     (.17)    1.46       .97      (.11)     .04        1.81
                              ----       ---       ---     ----     ----     ----       ---      ----      ---        ----
Less distributions from:
  Net investment
   income ...............     (.30)     (.28)     (.29)    (.37)    (.43)    (.33)     (.23)     (.23)    (.18)       (.23)
  Net realized gains
   on investment
   transactions .........     (.77)     (.23)     (.19)    --       (.05)    --        --        (.13)    (.09)       --
                              ----      ----      ----              ----                         ----     ----          
Total distributions .....    (1.07)     (.51)     (.48)    (.37)    (.48)    (.33)     (.23)     (.36)    (.27)       (.23)
                             -----      ----      ----     ----     ----     ----      ----      ----     ----        ---- 
Net asset value,
  end of period ......... $   8.97  $  10.23   $ 10.02  $  9.85  $  8.10  $  8.75  $   7.62  $   6.88  $  7.35     $  7.58
                          ========  ========   =======  =======  =======  =======  ========  ========  =======     =======

Total Return (%) ........    (2.05)     7.45      6.96    26.93    (1.91)   19.50     14.21     (1.68)     .46(d)    30.60(d)
Ratios and
Supplemental Data
Net assets, end of
  period ($ millions) ...       46        45        37       25       16       18        11        12        1        --
Ratio of operating
  expenses, net to
  average net
  assets (%) (a) ........      .75       .75       .75      .75      .75      .75       .75       .75      .75(c)      .60(c)
Ratio of net investment
  income to average
  net assets (%) ........     3.19      3.01      3.01     4.00     5.15     4.74      4.48      4.42     4.20(c)     4.87(c)
Portfolio turnover
  rate (%) ..............   101.64    133.95*    51.66    62.03    49.03    77.98    109.95    111.00    28.86(c)    64.12(c)
(a)  Portion of expenses
   reimbursed ........... $   --    $   --     $  --    $   .01     --    $   .01  $    .03  $    .03  $   .17     $   .80
(b)  Original  capital 
(c)  Annualized  
(d)  Not annualized
(e)  Per share amounts, for each of the periods identified, have been calculated
     using the monthly average shares outstanding during the period method.
(f)  On August 22, 1986, the Trustees voted to change the year end of the Fund
     from June 30 to December 31.
*    On May 1, 1993, the Portfolio adopted its present name and investment
     objective which is a balance of growth and income from a diversified
     portfolio of equity and fixed income securities. Prior to that date, the
     Portfolio was known as the Managed Diversified Portfolio and its investment
     objective was to realize a high level of long-term total rate of return
     consistent with prudent investment risk. The portfolio turnover rate
     increased due to implementing the present investment objective. Financial
     highlights for the nine periods ended December 31, 1993 should not be
     considered representative of the present Portfolio.
</TABLE>


                                       4
<PAGE>

- --------------------------------------------------------------------------------
                              FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Growth and Income Portfolio

The following table includes  selected data for a share  outstanding  throughout
the period and other performance  information derived from the audited financial
statements.

If  you  would  like  more  detailed  information   concerning  the  Portfolio's
performance,  a complete portfolio listing and audited financial  statements are
available  in the  Fund's  Annual  Report  dated  December  31,  1994 and may be
obtained  without  charge by  calling a  Participating  Insurance  Company or by
writing to  broker/dealers  offering the previously  mentioned  variable annuity
contracts and variable life insurance  policies,  or Scudder Investor  Services,
Inc.

<TABLE>
<CAPTION>
                                                                    For the Period      
                                                                     May 2, 1994        
                                                                    (commencement       
                                                                   of operations)      
                                                                    to December 31,    
                                                                        1994           
                                                                    ------------       
<S>                                                                  <C>      
Net asset value, beginning of period ............................... $  6.00(b)
                                                                     -------   
Income from investment operations:
  Net investment income (a) ........................................     .13
  Net realized and unrealized gain (loss) on investment transactions     .17(f)
                                                                         ---   
Total from investment operations ...................................     .30
                                                                         ---
Less distributions from net investment income ......................    (.04)
                                                                        ---- 
Net asset value, end of period ..................................... $  6.26
                                                                     =======

Total Return (%) ...................................................    4.91(d)

Ratios and Supplemental Data
Net assets,  end of period ($ millions) ............................      20
Ratio of operating  expenses, net to average net assets (%)(a) .....     .75(c)
Ratio of net investment  income to average net assets (%) ..........    3.63(c)
Portfolio  turnover rate (%) .......................................   28.41(c)
(a) Portion of expenseswaived ...................................... $   .03
(b) Original  capital 
(c)  Annualized  
(d)  Not annualized  
(e)  Per share amounts have been calculated using the monthly average shares
     outstanding during the period method.
(f)  The amount shown for a share outstanding throughout the period does not
     accord with the change in the aggregate gains and losses in the portfolio
     securities during the period because of the timing of sales and purchases
     of Portfolio shares in relation to fluctuating market values during the
     period.
</TABLE>


                                       5
<PAGE>

- --------------------------------------------------------------------------------
                              FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Capital Growth Portfolio

The following table includes  selected data for a share  outstanding  throughout
each period and other performance information derived from the audited financial
statements.

If  you  would  like  more  detailed  information   concerning  the  Portfolio's
performance,  a complete portfolio listing and audited financial  statements are
available  in the  Fund's  Annual  Report  dated  December  31,  1994 and may be
obtained  without  charge by  calling a  Participating  Insurance  Company or by
writing to  broker/dealers  offering the previously  mentioned  variable annuity
contracts and variable life insurance  policies,  or Scudder Investor  Services,
Inc.

<TABLE>
<CAPTION>
                                                                                                       Six      For the Period
                                                                                                      Months    July 16, 1985
                                                                                                      Ended     (commencement
                                                   Years Ended December 31,(e)                       December   of operations)  
                         --------------------------------------------------------------------------    31,       to June 30,
                            1994     1993     1992     1991     1990     1989      1988     1987    1986(e)(f)      1986
                         -------------------------------------------------------------------------- ----------  ------------
<S>                      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>       <C>         <C>       
Net asset value,
  beginning of period .. $ 14.95  $ 12.71  $ 12.28  $  8.99  $ 10.21  $  8.53  $   7.06  $   7.67  $  7.93     $  6.00(b)
                         -------  -------  -------  -------  -------  -------  --------  --------  -------     -------   
Income from investment
  operations:
  Net investment
   income (a) ..........     .06      .06      .11      .16      .25      .35       .16       .15      .09         .19
  Net realized and
   unrealized gain
   (loss) on investment
   transactions ........   (1.42)    2.52      .66     3.35    (1.00)    1.58      1.40      (.28)    (.07)       1.87
                           -----     ----      ---     ----    -----     ----      ----      ----     ----        ----
Total from investment
  operations ...........   (1.36)    2.58      .77     3.51     (.75)    1.93      1.56      (.13)     .02        2.06
                           -----     ----      ---     ----     ----     ----      ----      ----      ---        ----
Less distributions from:
  Net investment
   income ..............    (.05)    (.07)    (.11)    (.22)    (.24)    (.25)     (.09)     (.09)    (.07)       (.13)
  Net realized gains
   on investment
   transactions ........   (1.31)    (.27)    (.23)     --      (.23)      --        --      (.39)    (.21)        --
                           -----     ----     ----              ----                         ----     ----           
Total distributions ....   (1.36)    (.34)    (.34)    (.22)    (.47)    (.25)     (.09)     (.48)    (.28)       (.13)
                           -----     ----     ----     ----     ----     ----      ----      ----     ----        ---- 
Net asset value,
  end of period ........ $ 12.23  $ 14.95  $ 12.71  $ 12.28  $  8.99  $ 10.21  $   8.53  $   7.06  $  7.67     $  7.93
                         =======  =======  =======  =======  =======  =======  ========  ========  =======     =======
Total Return (%) .......   (9.67)   20.88     6.42    39.56    (7.45)   22.75     22.07     (1.88)     .26(d)    34.66(d)
Ratios and
Supplemental Data
Net assets, end of
  period ($ millions) ..   257      257      167      108       45        45        17       10           1       --
Ratio of operating
  expenses, net to
  average net
  assets (%) (a) .......     .58      .60      .63      .71      .72      .75       .75       .75      .75(c)      .60(c)
Ratio of net investment
  income to average
  net assets (%) .......     .47      .46      .95     1.49     2.71     3.51      2.17      1.68     2.21(c)     2.95(c)
Portfolio turnover
  rate (%) .............   66.44    95.31    56.29    58.88    61.39    63.96    129.75    113.34    38.78(c)    86.22(c)
(a)  Portion of expenses
   reimbursed .......... $  --    $  --    $  --    $  --    $  --    $   .01  $    .01  $    .04  $   .20     $   .81
(b)  Original capital 
(c)  Annualized  
(d)  Not annualized 
(e)  Per share amounts, for each of the periods identified, have been calculated
     using the monthly average shares outstanding during the period method.
(f)  On August 22, 1986, the Trustees voted to change the year end of the Fund
     from June 30 to December 31.
</TABLE>


                                       6
<PAGE>

- --------------------------------------------------------------------------------
                              FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

International Portfolio

The following table includes  selected data for a share  outstanding  throughout
each period and other performance information derived from the audited financial
statements.

If  you  would  like  more  detailed  information   concerning  the  Portfolio's
performance,  a complete portfolio listing and audited financial  statements are
available  in the  Fund's  Annual  Report  dated  December  31,  1994 and may be
obtained  without  charge by  calling a  Participating  Insurance  Company or by
writing to  broker/dealers  offering the previously  mentioned  variable annuity
contracts and variable life insurance  policies,  or Scudder Investor  Services,
Inc.

<TABLE>
<CAPTION>
                                                                                                                      For the Period
                                                                                                                       May 1, 1987
                                                                                                                      (commencement
                                                                    Years Ended December 31,                          of operations)
                                          ---------------------------------------------------------------------------- December 31,
                                          1994(e)     1993(e)     1992(e)     1991(e)     1990(e)     1989(e)     1988     1987
                                          ---------------------------------------------------------------------------- -------------
<S>                                    <C>         <C>         <C>         <C>         <C>         <C>        <C>      <C>        
Net asset value,
  beginning of period ................ $ 10.85     $  8.12     $  8.47     $  7.78     $  8.46     $  6.14    $   5.26 $   6.00(b)
                                       -------     -------     -------     -------     -------     -------    -------- --------   
Income from investment
  operations:
  Net investment income (a) ..........     .06         .09         .10         .12         .25         .10         .09     --
  Net realized and unrealized
   gain (loss) on investment
   transactions ......................    (.15)       2.90        (.36)        .77        (.89)       2.22(f)      .79     (.64)
                                          ----        ----        ----         ---        ----        ----         ---     ---- 
Total from investment
  operations .........................    (.09)       2.99        (.26)        .89        (.64)       2.32         .88     (.64)
                                          ----        ----        ----         ---        ----        ----         ---     ---- 
Less distributions:
  From net investment income .........    (.07)       (.14)       (.09)       (.20)       (.04)       --          --       --
  In excess of net investment income .    --          (.12)       --          --          --          --          --       --
  From net realized gains on
   investment transactions ...........    --          --          --          --          --          --          --       (.10)
                                          ----        ----        ----         ---        ----        ----         ---     ---- 
Total distributions ..................    (.07)       (.26)       (.09)       (.20)       (.04)       --          --       (.10)
                                          ----        ----        ----        ----        ----                             ---- 
Net asset value, end of period ....... $ 10.69     $ 10.85     $  8.12     $  8.47     $  7.78     $  8.46    $   6.14 $   5.26
                                       =======     =======     =======     =======     =======     =======    ======== ========

Total Return (%) .....................    (.85)      37.82       (3.08)      11.45       (7.65)      37.79       16.73   (10.64)(d)

Ratios and Supplemental Data
Net assets, end of period ($ millions)    472         238          65          41          35          17        3           3
Ratio of operating expenses,
  net to average net assets (%) (a) ..    1.08        1.20        1.31        1.39        1.38        1.50        1.50     1.50(c)
Ratio of net investment income
  to average net assets (%) ..........     .57         .91        1.23        1.43        2.89        1.30        1.59      .02(c)
Portfolio turnover rate (%) ..........   33.52       20.36       34.42       45.01       26.67       57.69      110.42   146.08(c)
(a)  Portion of expenses reimbursed .. $  --       $  --       $  --       $  --       $  --       $   .02    $    .14 $    .07
(b)  Original  capital
(c)  Annualized 
(d)  Not annualized 
(e)  Per share amounts, for each of the periods identified, have been calculated
     using the monthly average shares outstanding during the period method.
(f)  Includes provision for federal income tax of $.03 per share.
</TABLE>


                                       7
<PAGE>

- --------------------------------------------------------------------------------
                           POLICIES OF THE PORTFOLIOS
- --------------------------------------------------------------------------------

Each type of Portfolio  has a different  investment  objective  which it pursues
through  separate  investment  policies,  as described below. The differences in
objectives  and  policies  among the  Portfolios  can be  expected to affect the
degree of market and financial  risk to which each  Portfolio is subject and the
return  of each  Portfolio.  The  investment  objectives  and  policies  of each
Portfolio may, unless otherwise  specifically stated, be changed by the Trustees
of the Fund without a vote of the  Shareholders.  There is no assurance that the
objectives of any Portfolio will be achieved.

MONEY MARKET PORTFOLIO

The Money  Market  Portfolio  seeks to maintain  the  stability  of capital and,
consistent  therewith,  to  maintain  the  liquidity  of capital  and to provide
current  income.  The Portfolio  seeks to maintain a constant net asset value of
$1.00 per share,  although there can be no assurance that this will be achieved.
The Portfolio uses the amortized cost method of securities valuation.

The Money  Market  Portfolio  purchases  money  market  securities  such as U.S.
Treasury, agency and instrumentality obligations,  finance company and corporate
commercial paper,  bankers'  acceptances and certificates of deposit of domestic
and foreign  banks  (i.e.,  banks which at the time of their most recent  annual
financial  statements  show  total  assets in excess of $1  billion),  including
foreign  branches of domestic  banks,  which involve  different risks than those
associated with  investments in  certificates of deposit of domestic banks,  and
corporate obligations. The Money Market Portfolio may also enter into repurchase
agreements.  The Money  Market  Portfolio  may also  invest in  certificates  of
deposit issued by banks and savings and loan institutions  which had at the time
of their most recent annual  financial  statements  total assets of less than $1
billion, provided that (i) the principal amounts of such certificates of deposit
are  insured  by an  agency  of the U.S.  Government,  (ii) at no time  will the
Portfolio hold more than $100,000 principal amount of certificates of deposit of
any one such bank, and (iii) at the time of acquisition, no more than 10% of the
Portfolio's  assets  (taken at current  value) are invested in  certificates  of
deposit of such banks having total assets not in excess of $1 billion.

Investments are limited to those that are  dollar-denominated and at the time of
purchase are rated, or judged by the Fund's investment adviser, Scudder, Stevens
& Clark, Inc. (the "Adviser"), subject to the supervision of the Trustees, to be
equivalent  to  those  rated  high  quality  (i.e.,  rated  in the  two  highest
categories)  by any two  nationally-recognized  rating  services such as Moody's
Investors Service,  Inc. ("Moody's") and Standard & Poor's ("S&P"). In addition,
the Adviser seeks through its own credit  analysis to limit  investments to high
quality instruments presenting minimal credit risks. The portfolio is subject to
certain additional quality and diversification  restrictions which are set forth
in the Fund's  Statement of Additional  Information.  

The remaining  maturity of each investment in the Money Market  Portfolio is 397
calendar days or less. The  dollar-weighted  average maturity of the Portfolio's
investments varies with money market conditions,  but is always 90 days or less.
As a money  market  fund with a  short-term  maturity,  the  Portfolio's  income
fluctuates  with  changes  in  interest  rates,  but its price to the  public or
"offering price," is expected to remain fixed at $1.00 per share.

BOND PORTFOLIO

The Bond  Portfolio  pursues a policy of  investing  for a high  level of income
consistent  with a high  quality  portfolio  of debt  securities.  Under  normal
circumstances,  the  Portfolio  invests  at least  65% of its  assets  in bonds,
including  those  of  the  U.S.  Government  and  its  agencies,  and  those  of
corporations  and other notes and bonds  paying  high  current  income.  It will
attempt to moderate the effect of market price fluctuation relative to that of a
long-term  bond by  investing  in  securities  with  varying  maturities  and by
entering  into futures  contracts  on debt  securities  and related  options for
hedging purposes.

The Portfolio is actively managed.  The Portfolio may invest in a broad range of
short-,  intermediate-,  and long-term securities.  Proportions among maturities
and  types of  securities  may vary  depending  upon the  prospects  for  income
relative to the outlook for the economy and the securities markets,  the quality
of available  investments,  the level of interest rates, and other factors.  The
Portfolio may also invest in preferred  stocks  consistent  with the Portfolio's
objectives.


                                       8
<PAGE>


The Bond  Portfolio  may purchase  corporate  notes and bonds  including  issues
convertible into common stock and obligations of municipalities. It may purchase
U.S.  Government  securities and  obligations  of federal  agencies that are not
backed by the full faith and credit of the U.S. Government,  such as obligations
of Federal Home Loan Banks, Farm Credit Banks and the Federal Home Loan Mortgage
Corporation.  In addition, it may purchase obligations of international agencies
such as the  International  Bank for  Reconstruction  and  Development,  and the
Inter-American  Development  Bank.  Other eligible  investments  include foreign
securities, such as non-U.S. dollar-denominated foreign debt securities and U.S.
dollar-denominated foreign debt securities (such as those issued by the Dominion
of Canada and its provinces) including, without limitation, Eurodollar Bonds and
Yankee  Bonds,  mortgage  and other  asset-backed  securities,  and money market
instruments such as commercial paper, and bankers'  acceptances and certificates
of deposit issued by domestic and foreign  branches of U.S. banks. The Portfolio
may  also  enter  into  repurchase  agreements  and may  invest  in zero  coupon
securities.

The Bond Portfolio is of high quality.  No purchase will be made if, as a result
thereof,  less than 50% of the  Portfolio's net assets would be invested in debt
obligations,  including  money  market  instruments,  that  (a)  are  issued  or
guaranteed by the U.S. Government,  (b) are rated at the time of purchase within
the two highest ratings  categories by any of the  nationally-recognized  rating
services  or (c) if not  rated,  are  judged by the  Adviser  to be of a quality
comparable to obligations  rated as described in (b) above. Not less than 80% of
the debt  obligations  in  which  the  Portfolio  invests  will,  at the time of
purchase,  be rated  within the three  highest  ratings  categories  of any such
service  or, if not  rated,  will be judged to be of  comparable  quality by the
Adviser.  The Fund may invest up to 20% of its assets in bonds rated below A but
no lower than B by Moody's or S&P, or unrated  securities  judged by the Adviser
to  be  of  comparable   quality.   Debt   securities   which  are  rated  below
investment-grade  (that is,  rated  below Baa by Moody's or below BBB by S&P and
commonly  referred  to as "junk  bonds") and unrated  securities  of  comparable
quality, which usually entail greater risk (including the possibility of default
or  bankruptcy of the issuers of such  securities),  generally  involve  greater
volatility  of price and risk of loss of principal  and income,  and may be less
liquid than  securities  in the higher  rating  categories.  Securities  rated B
involve a high degree of  speculation  with  respect to the payment of principal
and  interest.  Should  the  rating of any  security  held by the  Portfolio  be
downgraded after the time of purchase,  the Adviser will determine whether it is
in the best  interest  of the  Portfolio  to retain or dispose of the  security.
During the year ended  December 31, 1994,  the average  monthly  dollar-weighted
market value of the bonds held by the Portfolio,  by ratings categories,  was as
follows:  72.0% in  AAA/Aaa  securities,  1.0% in AA/Aa  securities,  19.0% in A
securities,  4.0% in BBB/Baa  securities,  2.0% in BB/Ba  securities and 2.0% in
unrated securities, respectively. Future asset composition may vary.


The Portfolio  may, for hedging  purposes,  purchase  forward  foreign  currency
exchange  contracts  and foreign  currencies in the form of bank  deposits.  The
Portfolio may also purchase other foreign money market  instruments,  including,
but not limited to, bankers'  acceptances,  certificates of deposit,  commercial
paper, short-term government obligations and repurchase agreements.

Except for limitations imposed by the Bond Portfolio's  investment  restrictions
(see "INVESTMENT RESTRICTIONS"),  there is no limit as to the proportions of the
Portfolio which may be invested in any of the eligible investments;  however, it
is a policy  of the  Portfolio  that its  non-governmental  investments  will be
spread  among a  variety  of  companies  and  will  not be  concentrated  in any
industry.

The Bond  Portfolio  cannot  guarantee a gain or eliminate the risk of loss. The
net asset value of the  Portfolio's  shares will  fluctuate  with changes in the
market price of the Portfolio's  investments,  which tend to vary inversely with
changes in prevailing interest rates and, to a lesser extent, changes in foreign
currency  exchange  rates. As interest rates fall, the prices of debt securities
tend to rise and vice versa.

BALANCED PORTFOLIO

The Balanced  Portfolio  seeks a balance of growth and income from a diversified
portfolio  of equity  and fixed  income  securities.  The  Portfolio  also seeks
long-term preservation of capital through a quality-oriented investment approach
that is designed to reduce risk.

In  seeking  its  objectives  of a balance  of  growth  and  income,  as well as
long-term  preservation  of  capital,  the  Portfolio  invests in a  diversified
portfolio of equity and fixed income securities.  The Portfolio  invests,  under
normal  circumstances,  at least 50%, but no more than 75%, of its net assets in
common stocks and other equity  investments.  The Portfolio's equity investments
consist of common stocks,  preferred stocks, warrants and securities convertible
into common  stocks,  of  companies  that,  in the  Adviser's  judgment,  are of
above-average  financial quality and offer the prospect for above-average growth
in earnings,  cash flow, or assets  relative to the overall market as defined by
the  Standard  and Poor's 500  Composite  Stock  Price Index  ("S&P  500").  The


                                       9
<PAGE>

Portfolio will invest  primarily in securities  issued by medium- to large-sized
domestic  companies with annual  revenues or market  capitalization  of at least
$600  million,  and which,  in the opinion of the Adviser,  offer  above-average
potential for price  appreciation.  The  Portfolio  seeks to invest in companies
that have relatively  consistent and  above-average  rates of growth;  companies
that  are  in a  strong  financial  position  with  high  credit  standings  and
profitability;  firms with important business franchises,  leading products,  or
dominant marketing and distribution systems; companies guided by experienced and
motivated  managements;  and companies selling at attractive market  valuations.
The Adviser believes that companies with these  characteristics will be rewarded
by the market with higher stock prices over time and provide investment returns,
on average, in excess of the S&P 500.

At least 65% of the value of the  Portfolio's  common  stocks will be of issuers
which  qualify,  at the time of purchase,  for one of the three  highest  equity
earnings  and  dividends  ranking  categories  (A+,  A, or A-) of S&P, or if not
ranked by S&P,  are  judged to be of  comparable  quality  by the  Adviser.  S&P
assigns  earnings and dividends  rankings to  corporations  based on a number of
factors,  including stability and growth of earnings and dividends.  Rankings by
S&P are not an appraisal of a company's  creditworthiness,  as is true for S&P's
debt security  ratings,  nor are these rankings intended as a forecast of future
stock  market  performance.  In addition to using S&P  rankings of earnings  and
dividends of common stocks, the Adviser conducts its own analysis of a company's
history, current financial position, and earnings prospects.

To enhance income and stability,  the Portfolio's remaining assets are allocated
to bonds and  other  fixed  income  securities,  including  cash  reserves.  The
Portfolio  will  normally  invest 25% to 50% of its net  assets in fixed  income
securities.  However,  at least 25% of the Portfolio's net assets will always be
invested in fixed income  securities.  The Portfolio can invest in a broad range
of corporate bonds and notes,  convertible  bonds, and preferred and convertible
preferred  securities.  It may also  purchase  U.S.  Government  securities  and
obligations of federal agencies and instrumentalities that are not backed by the
full faith and credit of the U.S. Government, such as obligations of the Federal
Home  Loan  Banks,  Farm  Credit  Banks,  and the  Federal  Home  Loan  Mortgage
Corporation.  The  Portfolio  may also invest in  obligations  of  international
agencies,  foreign debt securities (both U.S. and non-U.S.  dollar-denominated),
mortgage-backed  and  other  asset-backed  securities,   municipal  obligations,
restricted securities issued in private placements and zero coupon securities.

For liquidity and defensive purposes,  the Portfolio may invest without limit in
cash  and  in  money  market  securities  such  as  commercial  paper,  bankers'
acceptances, and certificates of deposit issued by domestic and foreign branches
of U.S.  banks.  The Portfolio may also enter into  repurchase  agreements  with
respect to U.S. Government securities.


Not less than 50% of the  Portfolio's  debt  securities will be invested in debt
obligations,  including  money  market  instruments,  that  (a)  are  issued  or
guaranteed by the U.S. Government,  (b) are rated at the time of purchase within
the two highest ratings categories by any  nationally-recognized  rating service
or (c) if not rated, are judged by the Adviser to be of a quality  comparable to
obligations  rated as  described  in (b)  above.  Not less  than 80% of the debt
obligations  in which the Portfolio  invests  will, at the time of purchase,  be
rated within the three highest ratings categories of any such service or, if not
rated, will be judged to be of comparable  quality by the Adviser.  Up to 20% of
the  Portfolio's  debt  securities may be invested in bonds rated below A but no
lower than B by Moody's or S&P, or unrated  securities  judged by the Adviser to
be of comparable quality. Debt securities which are rated below investment-grade
(that is, rated below Baa by Moody's or below BBB by S&P and  commonly  referred
to as "junk bonds") and unrated securities of comparable quality,  which usually
entail greater risk  (including the  possibility of default or bankruptcy of the
issuers of such securities),  generally involve greater  volatility of price and
risk of  principal  and income,  and may be less liquid than  securities  in the
higher  rating  categories.   Securities  rated  B  involve  a  high  degree  of
speculation  with respect to the payment of principal and  interest.  Should the
rating of any security  held by the  Portfolio be  downgraded  after the time of
purchase,  the Adviser will determine  whether it is in the best interest of the
Portfolio to retain or dispose of the security.  During the year ended  December
31, 1994, the average monthly  dollar-weighted market value of the bonds held by
the  Portfolio,  by  ratings  categories,  was  as  follows:  69.0%  in  AAA/Aaa
securities,  3.0% in AA/Aa securities,  13.0% in A securities,  12.0% in BBB/Baa
securities,   2.0%  in  BB/Ba   securities  and  1.0%  in  unrated   securities,
respectively. Future asset composition may vary.


The Portfolio  will,  on occasion,  adjust its mix of  investments  among equity
securities,  bonds, and cash reserves. In reallocating investments,  the Adviser
weighs the  relative  values of different  asset  classes and  expectations  for
future returns. In doing so, the Adviser analyzes,  on a global basis, the level
and  direction  of  interest  rates,  capital  flows,  inflation   expectations,
anticipated growth of corporate profits, monetary and fiscal policies around the
world, and other related factors. The Portfolio does not take extreme investment
positions as part of an effort to "time the market."  Shifts  between stocks and


                                       10
<PAGE>

fixed income  investments  are expected to occur in generally  small  increments
within the guidelines adopted in this prospectus. The Portfolio is designed as a
conservative long-term investment program.

While the Portfolio emphasizes U.S. equity and debt securities,  it may invest a
portion of its assets in foreign securities,  including depositary receipts. The
Portfolio's  foreign holdings will meet the criteria  applicable to its domestic
investments.  The international  component of the Portfolio's investment program
is intended to increase diversification, thus reducing risk, while providing the
opportunity for higher returns.

In addition,  the Portfolio may invest in securities on a when-issued or forward
delivery  basis.  The  Portfolio  may, for hedging  purposes,  purchase  forward
foreign currency exchange  contracts and foreign  currencies in the form of bank
deposits.   The  Portfolio   may  also  purchase   other  foreign  money  market
instruments,  including, but not limited to, bankers' acceptances,  certificates
of deposit,  commercial paper,  short-term government obligations and repurchase
agreements.

The Balanced  Portfolio  cannot  guarantee a gain or eliminate the risk of loss.
The net asset  value of the shares of the  Portfolio  will  increase or decrease
with changes in the market price of the Portfolio's investments and, to a lesser
extent, changes in foreign currency exchange rates.

GROWTH AND INCOME PORTFOLIO

The Growth and Income  Portfolio  seeks  long-term  growth of  capital,  current
income and growth of income. In pursuing these three  objectives,  the Portfolio
invests primarily in common stocks, preferred stocks, and securities convertible
into common stocks of companies  which offer the prospect for growth of earnings
while paying higher than average current dividends.  Over time, continued growth
of earnings tends to lead to higher  dividends and enhancement of capital value.
The  Portfolio   allocates  its  investments  among  different   industries  and
companies,  and changes its portfolio  securities for investment  considerations
and not for trading purposes.

The  Portfolio  attempts  to achieve  its  investment  objectives  by  investing
primarily in dividend  paying common  stocks,  preferred  stocks and  securities
convertible into common stocks.  The Portfolio may also purchase such securities
which do not pay  current  dividends  but which  offer  prospects  for growth of
capital and future income.  Convertible  securities (which may be current coupon
or zero coupon securities) are bonds,  notes,  debentures,  preferred stocks and
other securities which may be converted or exchanged at a stated or determinable
exchange ratio into  underlying  shares of common stock.  The Portfolio may also
invest  in  nonconvertible  preferred  stocks  consistent  with the  Portfolio's
objectives.  From  time to time,  for  temporary  defensive  purposes,  when the
Adviser  feels such a  position  is  advisable  in light of  economic  or market
conditions,  the  Portfolio  may invest a portion of its assets in cash and cash
equivalents.  The Portfolio may invest in foreign  securities  and in repurchase
agreements.

The Portfolio  may, for hedging  purposes,  purchase  forward  foreign  currency
exchange  contracts  and foreign  currencies in the form of bank  deposits.  The
Portfolio may also purchase other foreign money market  instruments,  including,
but not limited to, bankers'  acceptances,  certificates of deposit,  commercial
paper, short-term government obligations and repurchase agreements.

The Growth and Income Portfolio cannot guarantee a gain or eliminate the risk of
loss.  The net asset value of the  Portfolio's  shares will increase or decrease
with  changes in the market  prices of the  Portfolio's  investments  and,  to a
lesser extent, changes in foreign currency exchange rates.

CAPITAL GROWTH PORTFOLIO

The Capital Growth Portfolio seeks to maximize  long-term capital growth through
a broad and flexible  investment  program.  The Portfolio  invests in marketable
securities,  principally  common  stocks and,  consistent  with its objective of
long-term capital growth, preferred stocks. However, in order to reduce risk, as
market or economic  conditions  periodically  warrant,  the  Portfolio  may also
invest up to 25% of its assets in short-term debt instruments.

In its examination of potential investments,  the Adviser considers, among other
things, the issuer's financial strength,  management  reputation,  absolute size
and overall industry position.

Equity investments can have diverse financial characteristics,  and the Trustees
believe that the  opportunity  for capital growth may be found in many different
sectors of the market at any  particular  time.  In contrast to the  specialized
investment  policies  of some  capital  appreciation  funds,  the  Portfolio  is
therefore free to invest in a wide range of marketable  securities  offering the


                                       11
<PAGE>

potential for growth.  This enables the Portfolio to pursue investment values in
various sectors of the stock market including:

      1. Companies  that  generate or apply new  technologies,  new and improved
         distribution techniques, or new services, such as those in the business
         equipment,  electronics,  specialty  merchandising,  and health service
         industries.

      2. Companies  that  own or  develop  natural  resources,  such  as  energy
         exploration or precious metals companies.

      3. Companies  that  may  benefit  from  changing   consumer   demands  and
         lifestyles,    such   as   financial    service    organizations    and
         telecommunications companies.

      4. Foreign companies.

While emphasizing  investments in companies with above-average growth prospects,
the Portfolio may also purchase and hold equity securities of companies that may
have only average growth prospects,  but seem undervalued due to factors thought
to be of a temporary  nature which may cause their securities to be out of favor
and to trade at a price below their potential value.

The Portfolio, as a matter of nonfundamental policy, may invest up to 20% of its
net  assets in  intermediate  to longer  term debt  securities  when  management
anticipates  that the  total  return  on debt  securities  is likely to equal or
exceed the total  return on common  stocks over a selected  period of time.  The
Portfolio may purchase  investment-grade debt securities,  which are those rated
Aaa, Aa, A or Baa by Moody's,  or AAA,  AA, A or BBB by S&P, or, if unrated,  of
equivalent  quality as  determined  by the Adviser.  Bonds that are rated Baa by
Moody's or BBB by S&P have some  speculative  characteristics.  The  Portfolio's
intermediate  to longer term debt  securities  may also include  those which are
rated below  investment  grade, as long as no more than 5% of its net assets are
invested  in  such  securities.  As  interest  rates  fall  the  prices  of debt
securities  tend to rise and vice versa.  Should the rating of any security held
by the  Portfolio be  downgraded  after the time of  purchase,  the Adviser will
determine  whether  it is in the best  interest  of the  Portfolio  to retain or
dispose of the security.

The Portfolio  may, for hedging  purposes,  purchase  forward  foreign  currency
exchange  contracts  and foreign  currencies in the form of bank  deposits.  The
Portfolio may also purchase other foreign money market  instruments,  including,
but not limited to, bankers'  acceptances,  certificates of deposit,  commercial
paper, short-term government obligations and repurchase agreements.

The Capital Growth  Portfolio  cannot  guarantee a gain or eliminate the risk of
loss.  The net asset  value of the  shares of the  Portfolio  will  increase  or
decrease with changes in the market price of the Portfolio's investments and, to
a lesser extent, changes in foreign currency exchange rates.

INTERNATIONAL PORTFOLIO

The International  Portfolio seeks long-term growth of capital primarily through
diversified  holdings of marketable  foreign equity  investments.  The Portfolio
invests in companies,  wherever  organized,  which do business primarily outside
the United States. The Portfolio intends to diversify  investments among several
countries and to have  represented  in its holdings  business  activities in not
less  than  three  different  countries.   The  Portfolio  does  not  intend  to
concentrate investments in any particular industry.

The Portfolio invests  primarily in equity securities of established  companies,
listed  on  foreign  exchanges,   which  the  Adviser  believes  have  favorable
characteristics.  It may also  invest  in fixed  income  securities  of  foreign
governments and companies.  However,  management intends to maintain a portfolio
consisting  primarily of equity securities.  Investing in foreign securities may
involve a greater  degree of risk than  investing in domestic  securities due to
the  possibility  of exchange  rate  fluctuations  and exchange  controls,  less
publicly  available   information,   more  volatile  markets,   less  securities
regulation,  less favorable tax provisions, war and expropriation (see "POLICIES
AND TECHNIQUES APPLICABLE TO THE PORTFOLIOS--Foreign Securities").

The Portfolio has no present  intention of altering its general  policy of being
primarily invested under normal conditions in foreign  securities.  However,  in
the event of exceptional conditions abroad, the Portfolio may temporarily invest
all or a portion of its assets in Canadian  or U.S.  Government  obligations  or
currencies,  or  securities  of  companies  incorporated  in  and  having  their
principal activities in Canada or the United States.

The Portfolio  may, for hedging  purposes,  purchase  forward  foreign  currency
exchange  contracts,  foreign currency options and futures contracts and foreign
currencies in the form of bank  deposits.  The Portfolio may also purchase other
foreign  money  market  instruments,  including,  but not limited  to,  bankers'
acceptances,  certificates of deposit,  commercial paper,  short-term government


                                       12
<PAGE>

and corporate obligations and repurchase agreements.

The  International  Portfolio  cannot  guarantee a gain or eliminate the risk of
loss.  The net asset  value of the  shares of the  Portfolio  will  increase  or
decrease  with changes in the market price of the  Portfolio's  investments  and
changes in foreign currency exchange rates.

- --------------------------------------------------------------------------------
                          APPLICABLE TO THE PORTFOLIOS
- --------------------------------------------------------------------------------

Except as  otherwise  noted  below,  the  following  description  of  additional
investment policies and techniques is applicable to all of the Portfolios.

REPURCHASE AGREEMENTS

As a means of earning  income for periods as short as  overnight,  the Fund,  on
behalf of a  Portfolio,  may enter  into  repurchase  agreements  with U.S.  and
foreign  banks,  and  any  broker-dealer  which  is  recognized  as a  reporting
government   securities  dealer,  if  the   creditworthiness   of  the  bank  or
broker-dealer  has been  determined by the Adviser to be of a sufficiently  high
quality. Under a repurchase agreement, a Portfolio acquires securities,  subject
to the seller's agreement to repurchase those securities at a specified time and
price.  Securities  subject to a repurchase  agreement  are held in a segregated
account and the seller agrees to maintain the market value of such securities at
least equal to 100.5% of the  repurchase  price on a daily basis.  If the seller
under a  repurchase  agreement  becomes  insolvent  and the Fund has  failed  to
perfect its interest in the underlying  securities,  the Fund might be deemed an
unsecured  creditor of the seller and may encounter delay and incur costs before
being able to sell the security.  Also, if a seller defaults,  the value of such
securities  might  decline  before  the Fund is able to  dispose  of  them.  The
Trustees  have  set  standards  of  counterparty  creditworthiness  and  monitor
compliance with such standards.

CONVERTIBLE SECURITIES

The Bond,  Balanced,  Growth and Income and Capital  Growth  Portfolios may each
invest in convertible securities (bonds, notes, debentures, preferred stocks and
other  securities  convertible into common stocks) which may offer higher income
than the  common  stocks  into  which  they  are  convertible.  The  convertible
securities  in which each  Portfolio  may invest  include  fixed  income or zero
coupon debt  securities,  which may be  converted  or  exchanged  at a stated or
determinable  exchange ratio into  underlying  shares of common stock.  Prior to
their conversion,  convertible  securities may have  characteristics  similar to
non-convertible securities.

While convertible  securities  generally offer lower yields than non-convertible
debt  securities  of similar  quality,  their prices may reflect  changes in the
value of the underlying common stock. Although to a lesser extent than with debt
securities  generally,  the  market  value of  convertible  securities  tends to
decline as  interest  rates  increase  and,  conversely,  tends to  increase  as
interest rates decline.  Convertible securities entail less credit risk than the
issuer's common stock.  The ratings of the  convertible  securities in which the
Portfolios  invest will be  comparable to the ratings of the  Portfolios'  fixed
income securities.

MORTGAGE AND OTHER ASSET-BACKED SECURITIES

The Bond Portfolio and the Balanced Portfolio may each invest in mortgage-backed
securities,  which are  securities  representing  interests in pools of mortgage
loans.  These securities provide  shareholders with payments  consisting of both
interest and principal as the  mortgages in the  underlying  mortgage  pools are
paid off.


The timely  payment of  principal  and  interest on  mortgage-backed  securities
issued or guaranteed by the Government National Mortgage Association ("GNMA") is
backed by GNMA and the full  faith  and  credit  of the U.S.  Government.  These
guarantees,   however,   do  not  apply  to  the   market   value  or  yield  of
mortgage-backed  securities or to the value of Portfolio shares.  Also, GNMA and
other mortgage-backed securities may be purchased at a premium over the maturity
value of the  underlying  mortgages.  This premium is not guaranteed and will be
lost  if  prepayment  occurs.  In  addition,  either  Portfolio  may  invest  in
mortgage-backed securities issued by other issuers, such as the Federal National
Mortgage Association, ("FNMA"), which are not guaranteed by the U.S. Government.
Moreover,  the Portfolios may invest in debt  securities  which are secured with
collateral  consisting of  mortgage-backed  securities,  such as  collateralized
mortgage   obligations   ("CMOs"),   and  in  other  types  of  mortgage-related
securities.



                                       13
<PAGE>

Unscheduled  or early  payments  on the  underlying  mortgages  may  shorten the
securities'  effective  maturities  and lessen  their growth  potential.  Either
Portfolio  may agree to  purchase  or sell these  securities  with  payment  and
delivery  taking place at a future date. A decline in interest rates may lead to
a faster rate of repayment of the underlying mortgages, and expose the Portfolio
to  a  lower  rate  of  return  upon  reinvestment.  To  the  extent  that  such
mortgage-backed  securities are held by the Portfolio,  the prepayment  right of
mortgagors  may limit the increase in net asset value of the  Portfolio  because
the  value  of the  mortgage-backed  securities  held by the  Portfolio  may not
appreciate as rapidly as the price of non-callable debt securities.

The Portfolios may also invest in securities  representing interests in pools of
certain  other  consumer  loans,   such  as  automobile  loans  or  credit  card
receivables.  In some cases,  principal  and  interest  payments  are  partially
guaranteed  by a letter of credit  from a  financial  institution.  Asset-backed
securities  are  subject  to the  risk of  prepayment  and  the  risk  that  the
underlying loans will not be repaid.

FOREIGN SECURITIES

The  Bond,  Balanced,  Growth  and  Income,  Capital  Growth  and  International
Portfolios may each invest  without  limit,  except as may be applicable to debt
securities  generally,  in  U.S.   dollar-denominated  foreign  debt  securities
(including  those issued by the Dominion of Canada and its  provinces  and other
debt  securities  which meet the criteria  applicable to a Portfolio's  domestic
investments), and in certificates of deposit issued by foreign banks and foreign
branches  of United  States  banks,  to any  extent  deemed  appropriate  by the
Adviser.  The Bond  Portfolio  may  invest up to 20% of its  assets in  non-U.S.
dollar-denominated foreign debt securities. The Balanced Portfolio may invest up
to 20% of its  debt  securities  in  non-U.S.  dollar-denominated  foreign  debt
securities,  and may  invest  up to 25% of its  equity  securities  in  non-U.S.
dollar-denominated  foreign equity  securities.  The Growth and Income Portfolio
may invest up to 25% of its assets in non-U.S.  dollar-denominated securities of
foreign  issuers.  The  Capital  Growth  Portfolio  may  invest up to 25% of its
assets,  and the  International  Portfolio may invest without limit, in non-U.S.
dollar-denominated  equity  securities  of  foreign  issuers.  Global  investing
involves  considerations not typically found in investing in U.S. markets. These
considerations,   which  may  favorably  or  unfavorably  affect  a  Portfolio's
performance, include changes in exchange rates and exchange rate controls (which
may  include  suspension  of the  ability  to  transfer  currency  from a  given
country), costs incurred in conversions between currencies,  devaluations in the
currencies in which a Portfolio's  securities  are  denominated,  non-negotiable
brokerage commissions, less publicly available information, different accounting
standards, lower trading volume and greater market volatility, the difficulty of
enforcing obligations in other countries, less securities regulation,  different
tax  provisions  (including  withholding  on dividends  paid to the Fund),  war,
expropriation,  political and social  instability  and diplomatic  developments.
Further, the settlement period of securities transactions in foreign markets may
be longer than in domestic  markets and payment for  securities  may be required
before  delivery.  These  considerations  generally  are  more of a  concern  in
developing  countries.  For  example,  the  possibility  of  revolution  and the
dependence on foreign economic assistance may be greater in these countries than
in developed countries.  The Adviser seeks to mitigate the risks associated with
these considerations through diversification and active professional management.

WHEN-ISSUED SECURITIES

A Portfolio may from time to time  purchase  securities  on a  "when-issued"  or
"forward  delivery"  basis.  Debt securities are often issued on this basis. The
price of such securities, which may be expressed in yield terms, is fixed at the
time a  commitment  to  purchase  is made,  but  delivery  and  payment for such
securities  take place at a later date.  During the period between  purchase and
settlement,  no payment is made by a Portfolio  and no  interest  accrues to the
Portfolio. To the extent that assets of a Portfolio are held in cash pending the
settlement of a purchase of  securities,  that  Portfolio  would earn no income;
however,  it is the Fund's  intention that each Portfolio will be fully invested
to the extent  practicable  and  subject to the  policies  stated  above.  While
when-issued or forward  delivery  securities may be sold prior to the settlement
date,  the  Portfolio  intends to purchase such  securities  with the purpose of
actually acquiring them unless a sale appears desirable for investment  reasons.
At the time a  Portfolio  makes the  commitment  to  purchase  a  security  on a
when-issued  or forward  delivery  basis,  it will  record the  transaction  and
reflect  the amount due and the value of the  security  in  determining  the net
asset  value of a  Portfolio.  The market  value of the  when-issued  or forward
delivery  securities  may be more or less than the purchase price payable at the
settlement date. The Fund does not believe that a Portfolio's net asset value or
income will be adversely affected by the purchase of securities on a when-issued
or forward  delivery basis.  Each Portfolio will establish a segregated  account
with its custodian in which it will maintain cash,  U.S.  Government  securities


                                       14
<PAGE>

and other high-grade debt obligations at least equal in value to commitments for
when-issued or forward delivery  securities.  Such segregated  securities either
will mature or, if necessary, be sold on or before the settlement date.

INDEXED SECURITIES

The Bond  Portfolio  and the  Balanced  Portfolio  may each  invest  in  indexed
securities,  the  value  of which  is  linked  to  currencies,  interest  rates,
commodities,  indices or other financial indicators  ("reference  instruments").
The interest rate or (unlike most fixed-income  securities) the principal amount
payable at  maturity  of an indexed  security  may be  increased  or  decreased,
depending  on  changes  in  the  value  of  the  reference  instrument.  Indexed
securities may be positively or negatively  indexed, so that appreciation of the
reference  instrument may produce an increase or a decrease in the interest rate
or value at maturity of the  security.  In addition,  the change in the interest
rate or value at maturity of the security may be some  multiple of the change in
the value of the reference  instrument.  Thus, in addition to the credit risk of
the  security's  issuer,  the Fund will bear the  market  risk of the  reference
instrument.

LOANS OF PORTFOLIO SECURITIES

The Fund may lend the  portfolio  securities  of any  Portfolio  (other than the
Money  Market  Portfolio)  provided:  (1) the loan is  secured  continuously  by
collateral consisting of U.S. Government securities, or cash or cash equivalents
adjusted daily to have a market value at least equal to the current market value
of the securities  loaned; (2) the Fund may at any time call the loan and regain
the securities  loaned; (3) the Portfolio will receive any interest or dividends
paid on the loaned securities;  and (4) the aggregate market value of securities
loaned  will  not at any  time  exceed  one-third  of the  total  assets  of the
Portfolio.  In addition, it is anticipated that the Portfolio may share with the
borrower some of the income  received on the  collateral for the loan or that it
will be paid a premium for the loan.  Before a Portfolio enters into a loan, the
Adviser   considers  all  relevant   facts  and   circumstances   including  the
creditworthiness of the borrower.


ZERO COUPON SECURITIES

The Bond  Portfolio  and the Balanced  Portfolio  may each invest in zero coupon
securities,  including U.S. Government securities and privately stripped coupons
on and receipts for U.S.  Government  securities.  These  securities pay no cash
income but are issued at  substantial  discounts  from their value at  maturity.
When held to maturity,  their entire return,  which consists of the accretion of
discount, comes from the difference between their issue price and their maturity
value.  Because they do not pay interest until maturity,  zero coupon securities
tend to be subject to greater interim fluctuation of market value in response to
changes in interest rates than interest-paying securities of similar maturities.


DERIVATIVES

The following  descriptions of Options,  Options on Securities Indexes,  Futures
Contracts,  and Forward Foreign Currency  Exchange  Contracts,  Foreign Currency
Futures  Contracts and Foreign  Currency Options discuss types of derivatives in
which certain of the Portfolios may invest.

OPTIONS


The Fund may write covered call options on  securities  of any Portfolio  (other
than the Money Market  Portfolio)  in an attempt to earn income.  The  Balanced,
Growth and Income,  Capital  Growth and  International  Portfolios may each also
write put  options  to a  limited  extent on their  portfolio  securities  in an
attempt to earn  additional  income on their  portfolios,  consistent with their
investment  objectives,  and they may purchase  call and put options for hedging
purposes.  Risks  associated  with  writing  put options  include  the  possible
inability to effect closing  transactions at favorable prices. In addition,  the
Fund may engage in over-the-counter options transactions with broker-dealers who
make markets in these options.  Over-the-counter  options  purchased by the Fund
and  portfolio  securities  "covering"  the  Fund's  obligation  pursuant  to an
over-the-counter  option  may be deemed to be  illiquid  and may not be  readily
marketable.  The Adviser will monitor the  creditworthiness of dealers with whom
the Fund enters into such options  transactions under the general supervision of
the Fund's  Trustees.  The Fund may forego the  benefit of  appreciation  in its
Portfolios on securities sold pursuant to call options.


OPTIONS ON SECURITIES INDEXES

The Balanced, Growth and Income, Capital Growth and International Portfolios may
each  purchase put and call options on  securities  indexes to hedge against the
risk  of  unfavorable  price  movements  adversely  affecting  the  value  of  a
Portfolio's securities.  Options on securities indexes are similar to options on
securities except that settlement is made in cash.


                                       15
<PAGE>

Unlike a securities option, which gives the holder the right to purchase or sell
a specified security at a specified price, an option on a securities index gives
the holder the right to receive a cash "exercise settlement amount" equal to (i)
the  difference  between the  exercise  price of the option and the value of the
underlying  stock index on the exercise date,  multiplied by (ii) a fixed "index
multiplier."  In  exchange  for  undertaking  the  obligation  to make such cash
payment, the writer of the securities index option receives a premium.

Gains or losses on a Portfolio's transactions in securities index options depend
on price movements in the stock market generally (or, for narrow market indexes,
in a  particular  industry  or  segment  of the  market)  rather  than the price
movements of  individual  securities  held by a Portfolio  of the Fund.  In this
respect,  purchasing  a stock index put option is analogous to the purchase of a
put on a securities index futures contract.

A Portfolio  may sell  securities  index options prior to expiration in order to
close out its positions in securities  index options which it has  purchased.  A
Portfolio may also allow options to expire unexercised.

FUTURES CONTRACTS

To protect against the effects of adverse  changes in interest rates  (sometimes
known as "hedging"),  the Bond, Balanced, and International Portfolios may each,
to a limited  extent,  enter into  futures  contracts on debt  securities.  Such
futures  contracts  obligate the Fund, at maturity,  to purchase or sell certain
debt  securities.  The Bond,  Balanced,  Growth and Income,  Capital  Growth and
International  Portfolios may each enter into securities index futures contracts
to protect  against  changes in  securities  market  prices.  Each of these five
Portfolios  may purchase and write put and call options on futures  contracts of
the type  which such  Portfolio  is  authorized  to enter into and may engage in
related  closing  transactions.  This type of option must be traded on a U.S. or
foreign exchange or board of trade.

When interest rates are rising or stock or security prices are falling,  futures
contracts can offset a decline in the value of a Portfolio's  current  portfolio
securities. When rates are falling or stock or security prices are rising, these
contracts can secure better rates or prices for a Portfolio  than might later be
available in the market when it makes anticipated purchases.

The Fund will engage in  transactions  in futures  contracts and options thereon
only in an effort to protect a  Portfolio  against a decline in the value of the
Portfolio's  securities  or an  increase  in the  price of  securities  that the
Portfolio  intends to acquire.  Also,  the initial  margin  deposits for futures
contracts  and  premiums  paid for related  options may not be more than 5% of a
Portfolio's total assets. These transactions involve brokerage costs and require
the Fund to segregate  assets,  such as cash,  U.S.  Government  securities  and
high-grade  debt  obligations,  of a Portfolio  to cover  contracts  which would
require it to purchase securities.  A Portfolio may lose the expected benefit of
the  transactions  if interest  rates or stock  prices move in an  unanticipated
manner.  Such  unanticipated  changes in interest rates or stock prices may also
result in poorer  overall  performance  in a Portfolio  than if the Fund had not
entered into any futures  transactions for that Portfolio.  A Portfolio would be
required to make and maintain  "margin" deposits in connection with transactions
in futures contracts.


FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS, FOREIGN CURRENCY FUTURES CONTRACTS
AND FOREIGN CURRENCY OPTIONS


The  Bond,  Balanced,  Growth  and  Income,  Capital  Growth  and  International
Portfolios  may each enter into  forward  foreign  currency  exchange  contracts
("forward  contracts")  to the  extent of 15% of the  value of their  respective
total  assets,   for  hedging  purposes.   A  forward  contract  is  a  contract
individually  negotiated  and  privately  traded by  currency  traders and their
customers.  A forward  contract  involves  an  obligation  to purchase or sell a
specific  currency for an agreed price at a future date,  which may be any fixed
number of days from the date of the  contract.  The agreed price may be fixed or
with a specified range of prices.


The  International  Portfolio  may also  enter  into  foreign  currency  futures
contracts and foreign  currency options to the extent of 15% of the value of its
total assets,  for hedging  purposes.  Foreign  currency  futures  contracts are
standardized   contracts  traded  on  commodities  exchanges  which  involve  an
obligation  to  purchase  or  sell  a  predetermined  amount  of  currency  at a
predetermined  date at a specified  price.  The  purpose of entering  into these
contracts is to minimize the risk to the Portfolio  from adverse  changes in the
relationship  between the U.S. dollar and foreign currencies.  At the same time,
such  contracts  may  limit  potential  gain  from  a  positive  change  in  the
relationship  between the U.S. dollar and foreign currencies.  The Portfolio may
purchase options on foreign  currencies for hedging purposes in a manner similar
to that of transactions in forward contracts.  Unanticipated changes in currency
prices may result in poorer overall performance for the Portfolio than if it had
not engaged in forward contracts, foreign currency futures contracts and foreign
currency options.



                                       16
<PAGE>

- --------------------------------------------------------------------------------
                             INVESTMENT RESTRICTIONS
- --------------------------------------------------------------------------------

Unless specified to the contrary,  the following restrictions may not be changed
with  respect  to  any  Portfolio  without  the  approval  of  the  majority  of
outstanding  voting  securities of that Portfolio  (which,  under the Investment
Company Act of 1940, as amended (the "1940 Act"),  and the rules  thereunder and
as used in this  prospectus,  means the  lesser of (1) 67% of the shares of that
Portfolio  present  at a  meeting  if  the  holders  of  more  than  50%  of the
outstanding  shares of that Portfolio are present in person or by proxy,  or (2)
more than 50% of the  outstanding  shares  of that  Portfolio).  Any  investment
restrictions  which  involve a maximum  percentage of securities or assets shall
not be considered  to be violated  unless an excess over the  percentage  occurs
immediately after, and is caused by, an acquisition or encumbrance of securities
or assets of, or borrowings by or on behalf of, a Portfolio.

The Fund may not, on behalf of any Portfolio:

     (1)  with  respect to 75% of the value of the total  assets of a Portfolio,
          invest more than 5% of the value of the  Portfolio's  total  assets in
          the securities of any one issuer,  except U.S.  Government  securities
          and,  with  respect  to 100% of the  value of the  total  assets  of a
          Portfolio,  the Fund may not invest  more than 25% of the value of the
          Portfolio's  total assets in the securities of any one issuer,  except
          U.S. Government securities;

     (2)  pledge,  mortgage or  hypothecate  its assets,  except that, to secure
          borrowings  permitted by the investment  restriction (8) below, it may
          pledge  securities  having a market  value at the time of  pledge  not
          exceeding 15% of the value of a Portfolio's total assets and except in
          connection  with the writing of covered  call options and the purchase
          and sale of futures contracts and options on futures contracts;

     (3)  make loans to other persons,  except loans of portfolio securities and
          except  to the  extent  that  the  purchase  of  debt  obligations  in
          accordance  with its investment  objectives and policies and the entry
          into repurchase agreements may be deemed to be loans;

     (4)  enter into  repurchase  agreements or purchase any securities if, as a
          result  thereof,  more  than 10% of the total  assets  of a  Portfolio
          (taken  at  market  value)  would be,  in the  aggregate,  subject  to
          repurchase agreements maturing in more than seven days and invested in
          restricted securities or securities which are not readily marketable;

     (5)  purchase the  securities  of any issuer if such  purchase  would cause
          more than 10% of the voting  securities of such issuer to be held by a
          Portfolio;

     (6)  purchase  securities if such purchase would cause more than 25% in the
          aggregate  of the market  value of the total  assets of a Portfolio at
          the time of such  purchase to be invested in the  securities of one or
          more issuers having their  principal  business  activities in the same
          industry,   provided  that  there  is  no  limitation  in  respect  to
          investments in obligations issued or guaranteed by the U.S. Government
          or its  agencies  or  instrumentalities  (for  the  purposes  of  this
          restriction,  telephone  companies  are  considered  to be a  separate
          industry  from gas and electric  public  utilities,  and  wholly-owned
          finance  companies  are  considered  to be in the  industry  of  their
          parents if their  activities  are  primarily  related to financing the
          activities of the parents).

     (7)  purchase or sell any put or call options or any  combination  thereof,
          except  that  the Fund  may  purchase  and  sell  options  on  futures
          contracts  on debt  securities,  options  on  securities  indexes  and
          securities  index  futures  contracts  and write  covered  call option
          contracts on  securities  owned by a Portfolio,  and may also purchase
          call  options  for  the  purpose  of   terminating   its   outstanding
          obligations  with respect to securities upon which covered call option
          contracts have been written (i.e.,  "closing purchase  transactions"),
          and except that the International Portfolio may also purchase and sell
          options on foreign currency and on foreign currency futures contracts.

     (8)  borrow   money   except  from  banks  as  a   temporary   measure  for
          extraordinary  or emergency  purposes  (each  Portfolio is required to
          maintain  asset  coverage  (including  borrowings)  of  300%  for  all
          borrowings)  and no purchases of  securities  for a Portfolio  will be
          made while  borrowings of that Portfolio  exceed 5% of the Portfolio's
          assets  (the  payment of interest on  borrowings  by a Portfolio  will
          reduce that Portfolio's  income).  In addition,  the Board of Trustees
          has adopted a policy  whereby each Portfolio of the Fund may borrow up
          to 10% of its total assets; provided, however, that each Portfolio may
          borrow up to 25% of its total  assets for  extraordinary  or emergency
          purposes, including the facilitation of redemptions.


                                       17
<PAGE>

"Value" for the  purposes of all  investment  restrictions  shall mean the value
used in determining a Portfolio's net asset value (see "NET ASSET VALUE").

- --------------------------------------------------------------------------------
                               INVESTMENT ADVISER
- --------------------------------------------------------------------------------

The Fund retains the investment advisory firm of Scudder, Stevens & Clark, Inc.,
a  Delaware   corporation,   Two  International  Place,  Boston,   Massachusetts
02110-4103,  to manage each  Portfolio's  daily  investment and business affairs
subject to the policies  established by the Trustees.  The Trustees have overall
responsibility  for the  management  of the Fund under  Massachusetts  law.  The
Adviser is one of the most  experienced  investment  counsel firms in the United
States.  It was  established  in 1919 and  pioneered  the  practice of providing
investment counsel to individual clients on a fee basis. The principal source of
the Adviser's  income is  professional  fees received from providing  continuing
investment advice,  and the firm derives no income from brokerage,  insurance or
underwriting  of  securities.  Today,  it provides  investment  counsel for many
individuals  and  institutions,   including   insurance   companies,   colleges,
industrial  corporations,  and financial and banking organizations.  Directly or
through  affiliates,  the Adviser provides  investment  advice to over 50 mutual
fund portfolios.

For its advisory services to the Portfolios,  the Adviser receives  compensation
monthly at the following annual rates for each Portfolio:

                               Percent of the average
                               daily net asset values
Portfolio                         of each Portfolio
- ---------                         -----------------
Money Market Portfolio                 .370% 
Bond Portfolio                         .475% 
Balanced Portfolio                     .475% 
Growth and Income Portfolio            .475% 
Capital Growth Portfolio               .475% 
International Portfolio                .875% 
                                       

The investment advisory fee for the International Portfolio is higher than those
charged  many  funds  which  invest  primarily  in U.S.  securities,  but is not
necessarily  higher  than  those  charged to funds  with  investment  objectives
similar to the investment objectives of this Portfolio.

Under the  investment  advisory  agreements  between the Fund, on behalf of each
Portfolio,  and the Adviser, the Fund is responsible for all its other expenses,
including  clerical  salaries;  fees and expenses  incurred in  connection  with
membership in investment company  organizations;  brokers'  commissions;  legal,
auditing and accounting  expenses;  taxes and governmental  fees; the charges of
custodians,  transfer  agents and other agents;  any other  expenses,  including
clerical expenses,  of issue, sale,  underwriting,  distribution,  redemption or
repurchase  of shares;  the expenses of and fees for  registering  or qualifying
securities  for sale;  the fees and expenses of the Trustees of the Fund who are
not affiliated with the Adviser;  the cost of preparing and distributing reports
and  notices to  shareholders.  The Fund is also  responsible  for its  expenses
incurred in connection  with  litigation,  proceedings  and claims and the legal
obligation  it may have to indemnify  its  officers  and  Trustees  with respect
thereto.  The Adviser,  through Scudder Investor Services,  Inc., a wholly-owned
subsidiary of the Adviser, places portfolio transactions on behalf of the Fund's
Portfolios.  In so doing,  the Adviser  seeks to obtain the most  favorable  net
results.  Subject to the  foregoing,  the Adviser may consider sales of variable
life insurance  policies and variable annuity contracts for which the Fund is an
investment  option,  as a factor in the selection of firms to execute  portfolio
transactions.

In  addition  to  payments  for  investment  advisory  services  provided by the
Adviser, the Trustees, consistent with the Fund's investment advisory agreements
and  underwriting  agreement,  have  approved  payments to the Adviser,  Scudder
Investor  Services,  Inc. and Scudder Fund Accounting  Corporation for clerical,
accounting and certain other services they may provide the Fund.

For a  period  of five  years  from  the date of  execution  of a  Participation
Agreement with the Fund, and from year to year  thereafter as agreed by the Fund
and the Participating  Insurance  Company,  each of the Participating  Insurance
Companies  have  agreed to  contribute  to the capital of the Fund to the extent
that the annual operating  expenses of any Portfolio  (except the  International
Portfolio)  of the Fund exceed 3/4 of 1% of the average daily net assets of that
Portfolio for any year of the Fund. The Participating  Insurance  Companies have


                                       18
<PAGE>

agreed to contribute to the capital of the Fund to the extent that such expenses
of the  International  Portfolio  exceed 1.5% of the average daily net assets of
the  Portfolio  for any year of the Fund.  The  different  capital  contribution
requirement for the International  Portfolio reflects the higher operating costs
(such as  custodian  and  investment  advisory  fees) of  operating  a portfolio
investing  primarily  in  foreign  securities.   Other  Participating  Insurance
Companies will be required to enter into similar arrangements with the Fund. The
obligation  of each  Participating  Insurance  Company in  relation to the total
capital  contribution due to a Portfolio will be the proportion that the average
value of the shares of such Portfolio held during the year by a separate account
or separate  accounts of such company (or $1 million,  if greater) bears to such
average daily net assets.  To date,  Charter  National Life  Insurance  Company,
Mutual of America Life Insurance  Company and Banner Life Insurance Company have
been Participating  Insurance  Companies for the past eight, six and five years,
respectively,  and have made  arrangements  with the Adviser to  continue  their
participation.

In addition to the contributions to capital by Participating Insurance Companies
noted above,  until April 30, 1996,  the Adviser has agreed to waive part or all
of its  fees  for the  Growth  and  Income  Portfolio  to the  extent  that  the
Portfolio's expenses will be maintained at 0.75%.

PORTFOLIO MANAGEMENT

Each Portfolio is managed by a team of Scudder investment professionals who each
play an important role in the Portfolio's  management process. Team members work
together  to  develop  investment  strategies  and  select  securities  for  the
Portfolios. They are supported by Scudder's large staff of economists,  research
analysts,  traders,  and  other  investment  specialists  who work in  Scudder's
offices across the United States and abroad.  Scudder believes its team approach
benefits Fund  investors by bringing  together many  disciplines  and leveraging
Scudder's extensive resources.

MONEY MARKET PORTFOLIO

Lead  Portfolio  Manager  Robert  T.  Neff  has  led  Money  Market  Portfolio's
day-to-day  management  since 1985. Mr. Neff joined Scudder in 1972 and has more
than 20 years of  experience  managing  short-term  fixed-income  assets.  Nicca
Alcantara,  Portfolio Manager, has responsibility for the Portfolio's day-to-day
investments.  Ms.  Alcantara,  who came to  Scudder  in 1984,  has  worked  as a
portfolio  manager  since 1989 and joined the team in 1990.  Prior to becoming a
portfolio  manager,  Ms. Alcantara  worked as an account  assistant in Scudder's
Reserve Asset Management Group. Stephen L. Akers, Portfolio Manager,  joined the
team in 1995 and has  managed  several  fixed-income  portfolios  since  joining
Scudder in 1984.

BOND PORTFOLIO

Lead Portfolio  Manager Ruth Heisler has had  responsibility  for overseeing the
Portfolio's  day-to-day  operations  and has guided the  Portfolio's  investment
strategy  since  1988.  Ms.  Heisler,  who has  over 40  years  of  fixed-income
investing experience, joined the team in 1986. William M. Hutchinson,  Portfolio
Manager,  helps set Scudder's  overall  fixed-income  investment  strategy.  Mr.
Hutchinson,  who has 21 years of investment experience,  came to Scudder in 1986
as a  portfolio  manager and joined the team in 1987.  Renee L. Ross,  Portfolio
Manager,  has been a member of the team since 1988. Ms. Ross, who joined Scudder
in 1981,  has nine years of  experience  as a  portfolio  manager and focuses on
fixed-income analysis and investing.

BALANCED PORTFOLIO

Lead  Portfolio  Manager Bruce F. Beaty has  responsibility  for the  day-to-day
operations of the Portfolio.  Prior to joining Scudder as a portfolio manager in
1991,  Mr.  Beaty  spent 11 years in the  securities  brokerage  business.  Ruth
Heisler,   Portfolio  Manager,   has  had  responsibility  for  the  Portfolio's
fixed-income investments since she joined the team in 1986. Ms. Heisler has been
involved with bond research and investing at Scudder since 1953.  Renee L. Ross,
Portfolio  Manager,  assists Ms. Heisler with the bond portion of the Portfolio.
Ms. Ross, who has nine years of experience as a portfolio manager, has worked on
the team since 1988 and at Scudder  since 1981.  William F.  Gadsden,  Portfolio
Manager,  joined the team in 1995. Mr. Gadsden joined Scudder in 1983 and has 13
years of investment experience.

GROWTH AND INCOME PORTFOLIO

Lead Portfolio Manager Robert T. Hoffman has  responsibility  for setting Growth
and Income  Portfolio's  stock  investing  strategy and oversees the Portfolio's
day-to-day  operations.  Mr. Hoffman,  who joined Scudder in 1990 as a portfolio
manager,  has 11 years  of  experience  in the  investment  industry,  including


                                       19
<PAGE>

several  years of pension  fund  management  experience.  Kathleen  T.  Millard,
Portfolio  Manager,  has worked in the  investment  industry since 1983 and as a
portfolio  manager since 1986. Ms.  Millard,  who joined  Scudder in 1991,  also
focuses on stock investing strategy and stock selection.  Benjamin W. Thorndike,
Portfolio  Manager,   is  the  Portfolio's  chief  analyst  and  strategist  for
convertible  securities.   Mr.  Thorndike,   who  has  16  years  of  investment
experience, joined Scudder in 1983 as a portfolio manager.

CAPITAL GROWTH PORTFOLIO

Lead Portfolio  Manager  Steven P. Aronoff  assumed  responsibility  for setting
Capital  Growth   Portfolio's  stock  investing   strategy  and  overseeing  the
Portfolio's  day-to-day  operations in 1995. Mr. Aronoff,  who joined Scudder in
1969 and the team in 1989,  has 27 years of  experience  in stock  research  and
investing,  including six years of experience as a full-time  portfolio manager.
William F. Gadsden,  Portfolio  Manager,  joined the team in 1989 and Scudder in
1983. Mr. Gadsden has 13 years of investment experience. Julia D. Cox, Portfolio
Manager,  a member of the team since 1985,  has been involved in the  investment
industry  since 1969 and at  Scudder  since  1980.  Ms.  Cox,  who has 15 years'
experience as a portfolio manager,  offers expertise on financial and technology
stocks.

INTERNATIONAL PORTFOLIO

Lead  Portfolio  Manager  Carol  L.  Franklin  sets  International   Portfolio's
investment  strategy and has responsibility for the Portfolio's daily operation.
Ms.  Franklin,  who joined the team in 1989,  has worked on equity  investing at
Scudder as a portfolio manager since 1981.  Nicholas Bratt,  Portfolio  Manager,
has  been a  member  of the  Portfolio  team  since  1987  and has 21  years  of
experience  in  worldwide  investing,  including  19  years of  experience  as a
portfolio manager.  Mr. Bratt, who has worked at Scudder since 1976, is the head
of Scudder's Global Equity Department.  Joan Gregory, Portfolio Manager, focuses
on stock  selection,  a role she has played since joining  Scudder in 1992.  Ms.
Gregory has been involved with investment in global and international  stocks as
an assistant portfolio manager since 1989.

- --------------------------------------------------------------------------------
                                   DISTRIBUTOR
- --------------------------------------------------------------------------------

The Fund has an underwriting agreement with Scudder Investor Services, Inc. (the
"Distributor"),  a  wholly-owned  subsidiary of Scudder,  Stevens & Clark,  Inc.
Located  at Two  International  Place,  Boston,  Massachusetts  02110-4103,  the
Distributor is a Massachusetts  corporation  formed in 1947. Under the principal
underwriting  agreement  between  the  Fund  and the  Distributor,  the  Fund is
responsible  for the  payment of all fees and  expenses in  connection  with the
preparation and filing of any registration statement and prospectus covering the
issue and sale of shares,  and the registration and  qualification of shares for
sale with the  Securities  and Exchange  Commission  and in the various  states,
including registering the Fund as a broker or dealer. The Fund will also pay the
fees and expenses of preparing,  printing and mailing  prospectuses  annually to
existing  shareholders and any notice,  proxy statement,  report,  prospectus or
other   communication  to  shareholders  of  the  Fund,   printing  and  mailing
confirmations  of purchases of shares,  any issue taxes or any initial  transfer
taxes, a portion of toll-free  telephone service for shareholders,  wiring funds
for  share  purchases  and  redemptions  (unless  paid  by the  shareholder  who
initiates the transaction), printing and postage of business reply envelopes and
a portion of the computer terminals used by both the Fund and the Distributor.

The Distributor will pay for printing and  distributing  prospectuses or reports
prepared  for its  use in  connection  with  the  offering  of the  shares,  and
preparing,   printing  and  mailing  any  other  literature  or  advertising  in
connection  with the  offering  of the  shares  to the  Participating  Insurance
Companies. The Distributor will pay all fees and expenses in connection with its
qualification  and  registration  as a broker or dealer under  Federal and state
laws, a portion of the toll-free  telephone  service and of computer  terminals,
and of any activity which is primarily  intended to result in the sale of shares
issued by the Fund,  unless a Plan pursuant to Rule 12b-1 under the 1940 Act, as
amended,  is in effect  which  provides  that the Fund shall bear some or all of
such expenses.

As agent, the Distributor  currently offers shares of each Portfolio of the Fund
continuously to the separate  accounts of Participating  Insurance  Companies in
all states in which it is registered or where  permitted by applicable  law. The
underwriting  agreement provides that the Distributor  accepts orders for shares
at net asset value, as no sales  commission or load is charged.  The Distributor
has made no firm commitment to acquire shares of the Fund.


                                       20
<PAGE>

NOTE:

Although the Fund does not currently have a 12b-1 Plan and shareholder  approval
would be required in order to adopt one,  the  underwriting  agreement  provides
that the Fund will  also pay those  fees and  expenses  permitted  to be paid or
assumed  by the  Fund  pursuant  to a  12b-1  Plan,  if  adopted  by  the  Fund,
notwithstanding  any  other  provision  to  the  contrary  in  the  underwriting
agreement,  and the Fund or a third party will pay those fees and  expenses  not
specifically allocated to the Distributor in the underwriting agreement.

- --------------------------------------------------------------------------------
                            PURCHASES AND REDEMPTIONS
- --------------------------------------------------------------------------------

The separate accounts of the Participating  Insurance  Companies place orders to
purchase and redeem shares of each Portfolio  based on, among other things,  the
amount of premium payments to be invested and surrender and transfer requests to
be  effected on that day  pursuant  to VA  contracts  and VLI  policies.  Orders
received  by the Fund or its  agent are  effected  on days on which the New York
Stock Exchange (the "Exchange") is open for trading.  For orders received before
the close of regular  trading on the Exchange  (normally 4 p.m.,  eastern time),
such  purchases and  redemptions of the shares of each Portfolio are effected at
the respective net asset values per share  determined as of the close of regular
trading on the Exchange on that same day except  that,  in the case of the Money
Market Portfolio, purchases will not be effected until the next determination of
net asset value after  federal  funds have been made  available to the Fund (see
"NET ASSET VALUE").  Payment for  redemptions  will be made by State Street Bank
and Trust Company on behalf of the Fund and the relevant Portfolios within seven
days thereafter.  No fee is charged the shareholders  when they redeem Portfolio
shares.

The Fund may suspend the right of  redemption of shares of any Portfolio and may
postpone payment for any period: (i) during which the Exchange is closed,  other
than  customary  weekend and holiday  closings  or during  which  trading on the
Exchange  is  restricted;  (ii)  when the  Securities  and  Exchange  Commission
determines  that a state of emergency  exists which may make payment or transfer
not reasonably practicable;  (iii) as the Securities and Exchange Commission may
by order permit for the protection of the security  holders of the Fund; or (iv)
at any time when the Fund may, under  applicable laws and  regulations,  suspend
payment on the redemption of its shares.

Should any conflict between VA contract and VLI policy holders arise which would
require  that a  substantial  amount of net assets be  withdrawn  from the Fund,
orderly  portfolio  management could be disrupted to the potential  detriment of
such contract and policy holders.

- --------------------------------------------------------------------------------
                                 NET ASSET VALUE
- --------------------------------------------------------------------------------

Scudder Fund Accounting  Corporation,  a wholly-owned subsidiary of the Adviser,
determines  net asset value per share as of the close of regular  trading on the
Exchange,  normally 4 p.m.,  eastern  time, on each day the Exchange is open for
trading.  Net asset value per share is calculated for purchases and  redemptions
for each Portfolio by dividing the current market value (amortized cost value in
the case of the Money Market  Portfolio) of total Portfolio  assets,  plus other
assets, less all liabilities, by the total number of shares outstanding.

- --------------------------------------------------------------------------------
                             PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

MONEY MARKET PORTFOLIO

From  time to time,  quotations  of the Money  Market  Portfolio's  "yield"  and
"effective yield" may be included in advertisements, sales literature or reports
to  shareholders or prospective  investors.  Both yield figures are based on the
historical   performance  of  the  Portfolio  and  show  the  performance  of  a
hypothetical investment and are not intended to indicate future performance. The
yield  of the  Money  Market  Portfolio  refers  to the  net  investment  income
generated by the Portfolio over a specified seven-day period (the ending date of
which will be stated).  Included in "net investment  income" is the amortization
of market  premium or  accretion  of market and original  issue  discount.  This
income is then  "annualized."  That is,  the amount of income  generated  by the
Portfolio  during that week is assumed to be  generated  during each week over a


                                       21
<PAGE>

52-week  period and is shown as a percentage.  The effective  yield is expressed
similarly  but,  when  annualized,  the income  earned by an  investment  in the
Portfolio  is assumed to be  reinvested.  The  effective  yield will be slightly
higher  than  the  yield  because  of the  compounding  effect  of this  assumed
reinvestment.  Yield and effective  yield for the Portfolio  will vary based on,
among other things,  changes in market  conditions,  the level of interest rates
and the level of the Portfolio's expenses.

BOND PORTFOLIO

From time to time,  quotations of the Bond Portfolio's  yield may be included in
advertisements,  sales  literature  or reports to  shareholders  or  prospective
investors.  Yield  figures  are  based  on  historical  performance  of the Bond
Portfolio and show the  performance  of a  hypothetical  investment  and are not
intended to indicate future performance.  The yield of the Bond Portfolio refers
to net  investment  income  generated  by the Bond  Portfolio  over a  specified
thirty-day (or one month) period. This income is then "annualized." That is, the
amount of income  generated by the Bond Portfolio during that thirty-day (or one
month) period is assumed to be generated over a 12-month  period and is shown as
a percentage of net asset value.

ALL PORTFOLIOS

From time to time,  quotations of a Portfolio's  total return may be included in
advertisements,  sales  literature  or reports to  shareholders  or  prospective
investors.  Total  return  figures are based on  historical  performance  of the
Portfolio and show the  performance  of a  hypothetical  investment  and are not
intended to indicate future performance.  The total return of a Portfolio refers
to return  assuming an  investment  has been held in the Portfolio for one year,
five years and for the life of the  Portfolio  (the ending date of which will be
stated). The total return quotations may be expressed in terms of average annual
or  cumulative  rates of return for all periods  quoted.  Average  annual  total
return refers to the average annual  compound rate of return of an investment in
a Portfolio.  Cumulative total return  represents the cumulative change in value
of an investment in a Portfolio. Both will assume that all dividends and capital
gains distributions were reinvested.

Yield and total return for a Portfolio  will vary based on, among other  things,
changes in market conditions and the level of the Portfolio's expenses.

- --------------------------------------------------------------------------------
                        VALUATION OF PORTFOLIO SECURITIES
- --------------------------------------------------------------------------------

MONEY MARKET PORTFOLIO

Pursuant to a Rule of the Securities and Exchange  Commission,  the Money Market
Portfolio will be valued at amortized  cost.  Under the amortized cost method of
valuation, securities are valued at cost plus constant accretion/amortization to
maturity of any discount/premium every day.

By using  amortized  cost  valuation,  the Fund seeks to maintain a constant net
asset value of $1.00 per share for the Money  Market  Portfolio,  despite  minor
shifts  in the  market  value  of  its  portfolio  securities.  The  yield  on a
shareholder's investment may be more or less than that which would be recognized
if the net asset value per share of the Money Market Portfolio were not constant
and  were  permitted  to  fluctuate  with  the  market  value  of the  portfolio
securities  of the Money  Market  Portfolio.  However,  as a result  of  certain
procedures  adopted  by the Fund,  the  Adviser  believes  any  difference  will
normally be minimal.

OTHER PORTFOLIOS

An  exchange-traded  equity  security  (not subject to resale  restrictions)  is
valued at its most recent  sale price as of the close of regular  trading on the
Exchange on each day the  Exchange is open for trading.  Lacking any sales,  the
security is valued at the calculated  mean between the most recent bid quotation
and the most recent asked quotation. An unlisted equity security which is traded
on the NASDAQ system is valued at the most recent sale price or, if there are no
such  sales,  the  security  is valued  at the high or  "inside"  bid  quotation
supplied through such system. Debt securities, other than short-term securities,
are valued at prices supplied by the Fund's pricing agent. Short-term securities
with remaining maturities of sixty days or less are valued by the amortized cost
method,  which the Trustees believe  approximates market value. Foreign currency
forward  contracts  are valued at the value of the  underlying  currency  at the
prevailing   currency  exchange  rate.   Securities  for  which  current  market
quotations  are not readily  available are valued at fair value as determined in
good faith by the  Trustees,  although  the actual  calculations  may be made by
persons  acting  pursuant to the direction of the Trustees.  Please refer to the


                                       22
<PAGE>

section  entitled  "NET  ASSET  VALUE" in the  Fund's  Statement  of  Additional
Information for more information concerning valuation of portfolio securities.

- --------------------------------------------------------------------------------
                     TAX STATUS, DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------

The Internal Revenue Code of 1986 (the "Code") provides that each portfolio of a
series fund is to be treated as a separate taxpayer. Accordingly, each Portfolio
of the Fund intends to qualify as a separate regulated  investment company under
Subchapter M of the Code.

Each  Portfolio  of  the  Fund  intends  to  comply  with  the   diversification
requirements of Code Section 817(h). By meeting this and other requirements, the
Participating  Insurance Companies,  rather than the holders of VA contracts and
VLI policies, should be subject to tax on distributions received with respect to
Portfolio  shares.  For  further  information   concerning  federal  income  tax
consequences for the holders of the VA contracts and VLI policies,  such holders
should  consult the  prospectus  used in  connection  with the issuance of their
particular contracts or policies.

As a regulated investment company,  each Portfolio generally will not be subject
to tax on its ordinary income and net realized  capital gains to the extent such
income and gains are  distributed  in conformity  with  applicable  distribution
requirements  under  the  Code to the  separate  accounts  of the  Participating
Insurance  Companies  which  hold its  shares.  Distributions  of income and the
excess of net  short-term  capital gain over net long-term  capital loss will be
treated as  ordinary  income and  distributions  of the excess of net  long-term
capital  gain over net  short-term  capital  loss will be treated  as  long-term
capital gain by the Participating  Insurance Companies.  Participating Insurance
Companies should consult their own tax advisers as to whether such distributions
are  subject  to  federal  income  tax if they are  retained  as part of  policy
reserves.


The Money Market Portfolio will declare a dividend of its net investment  income
daily and distribute such dividend monthly.  Distributions  will be made shortly
after  the  first  business  day of  each  month  following  declaration  of the
dividend.  The Bond,  Balanced,  Growth and Income and Capital Growth Portfolios
will declare and distribute  dividends from their net investment income, if any,
quarterly,  in January,  April, July and October.  The  International  Portfolio
intends to distribute its net investment  income annually within three months of
December 31, its fiscal  year-end.  Each of these Portfolios will distribute its
capital  gains,  if any,  within  three months of the fiscal  year-end.  For all
Portfolios,  dividends  declared in October,  November or December with a record
date in such a month will be deemed to have been  received  by  shareholders  on
December 31 if paid during January of the following year. All distributions will
be reinvested in shares of such Portfolios  unless an election is made on behalf
of a separate account to receive distributions in cash.  Participating Insurance
Companies will be informed about the amount and character of distributions  from
the relevant Portfolio for federal income tax purposes.


For the fiscal  year ended  December  31,  1994,  the average  annual  portfolio
turnover  rate for the Balanced  Portfolio  was 101.64%.  A higher rate involves
greater  brokerage and transaction  expenses to the Portfolios and may result in
the  realization  of net capital gains,  which would be taxable to  shareholders
when distributed.

- --------------------------------------------------------------------------------
                           SHAREHOLDER COMMUNICATIONS
- --------------------------------------------------------------------------------

Owners of policies and contracts issued by Participating Insurance Companies for
which shares of one or more  Portfolios are the investment  vehicle will receive
from the  Participating  Insurance  Companies  unaudited  semi-annual  financial
statements and audited  year-end  financial  statements  certified by the Fund's
independent public  accountants.  Each report will show the investments owned by
the Fund and the market  values  thereof as  determined by the Trustees and will
provide other information about the Fund and its operations.

Participating Insurance Companies with inquiries regarding the Fund may call the
Fund's underwriter,  Scudder Investor Services,  Inc. at 1-617-295-1000 or write
Scudder Investor Services, Inc., Two International Place, Boston,  Massachusetts
02110-4103.


                                       23
<PAGE>

- --------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

FUND ORGANIZATION AND SHAREHOLDER INDEMNIFICATION

The Fund was organized in the  Commonwealth of Massachusetts as a "Massachusetts
business trust" on March 15, 1985. The Fund's shares of beneficial  interest are
presently  divided into six separate  series.  Additional  series may be created
from time to time.

Under  Massachusetts  law,  shareholders  of such a  trust  may,  under  certain
circumstances,  be held personally liable as partners for the obligations of the
trust.  The  Declaration of Trust contains an express  disclaimer of shareholder
liability  in  connection  with the Fund  property or the acts,  obligations  or
affairs of the Fund. The Declaration of Trust also provides for  indemnification
out of the Fund  property  of any  shareholder  held  personally  liable for the
claims and  liabilities  to which a shareholder  may become subject by reason of
being or having been a shareholder.  Thus,  the risk of a shareholder  incurring
financial loss on account of shareholder  liability is limited to  circumstances
in which the Fund itself would be unable to meet its  obligations.  The Trustees
believe  that,  in  view  of the  above,  the  risk  of  personal  liability  of
shareholders is remote.

OTHER INFORMATION

The activities of the Fund are supervised by the Trustees.

Although the Fund does not intend to hold annual  meetings,  shareholders of the
Fund have certain rights,  as set forth in the Declaration of Trust of the Fund,
including the right to call a meeting of shareholders  for the purpose of voting
on the  removal  of one or more  Trustees.  Shareholders  have one vote for each
share held. Fractional shares have fractional votes.

As of December 31, 1994,  Aetna Life Insurance and Annuity  Company owned 9.58%,
American  Skandia Life Assurance  Corporation  owned 4.53%,  AUSA Life Insurance
Company owned 0.08%, Banner Life Insurance Company owned 0.53%, Charter National
Life Insurance  Company owned 45.29%,  Fortis  Benefits Life  Insurance  Company
owned 0.05%,  Intramerica  Life Insurance  Company owned 3.59%,  Lincoln Benefit
Life Insurance  Company owned 0.04%,  Mutual of America Life  Insurance  Company
owned 19.96%,  Paragon Life Insurance Company owned 0.03%,  Providentmutual Life
and Annuity  Company of America  owned 0.18%,  Safeco Life  Insurance  Companies
owned 0.55%, The Union Central Life Insurance Company owned 15.52% and United of
Omaha owned 0.07% of the Fund's outstanding shares.

Each Portfolio of the Fund has a December 31 fiscal year end.

Portfolio  securities of the Fund are held  separately,  pursuant to a custodian
agreement,  by State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, as custodian.  

Scudder Service Corporation, P.O. Box 2291, Boston, Massachusetts 02107-2291, is
the transfer and dividend paying agent for the Fund.

The firm of Dechert Price & Rhoads,  Boston,  Massachusetts,  is counsel for the
Fund.

The Fund's Statement of Additional  Information and this prospectus omit certain
information  contained in the  Registration  Statement  which the Fund has filed
with the  Securities and Exchange  Commission  under the Securities Act of 1933,
and reference is hereby made to the  Registration  Statement and its amendments,
for further  information  with  respect to the Fund and the  securities  offered
hereby.  The  Registration  Statement  and its  amendments,  are  available  for
inspection  by  the  public  at  the  Securities  and  Exchange   Commission  in
Washington, D.C.


                                       24
<PAGE>

- --------------------------------------------------------------------------------
                              TRUSTEES AND OFFICERS
- --------------------------------------------------------------------------------

David B. Watts*
President and Trustee

Dr. Kenneth Black, Jr.
Trustee; Regents' Professor Emeritus
of Insurance, Georgia State University

Peter B. Freeman
Trustee; Corporate Director and Trustee

Dr. J. D. Hammond
Trustee; Dean, Smeal College of Business
Administration, Pennsylvania State University

Daniel Pierce*
Vice President and Trustee

Pamela A. McGrath*
Vice President and Treasurer

Thomas S. Crain*
Vice President

Jerard K. Hartman*
Vice President

Richard A. Holt*
Vice President

Thomas W. Joseph*
Vice President

David S. Lee*
Vice President

Steven M. Meltzer*
Vice President

Edward J. O'Connell*
Vice President and Assistant Treasurer

Randall K. Zeller*
Vice President

Thomas F. McDonough*
Secretary

Kathryn L. Quirk*
Vice President and Assistant Secretary

Coleen Downs Dinneen*
Assistant Secretary

*Scudder, Stevens & Clark, Inc.


                                       25
<PAGE>
<PAGE>
                                 APPENDIX
                             Graphic Material
                                     
                                     
                                     
The attached prospectuses are bound together with a cover that contains a
picture of the Scudder Helmsman and the following caption:

Scudder Horizon Plan
A tax-advantaged
asset-building program

The lower left hand corner of the cover states:

This Booklet Contains Prospectuses For:
A Flexible Premium Variable Deferred Annuity
Offered by Charter National Life Insurance Company

The Scudder Variable Life Investment Fund
Managed by Scudder, Stevens & Clark, Inc.

The back cover also contains a picture of the Scudder Helmsman and has the
following instruction:

If you would like more information about Horizon Plan, please call or write
us at:

Scudder Insurance Agency, Inc.
Two International Place
Boston, MA 02110
1-800-225-2470

<PAGE>
<PAGE>                                                                         
                                     
                             CHARTER NATIONAL
                         VARIABLE ANNUITY ACCOUNT
                                     
                               STATEMENT OF
                          ADDITIONAL INFORMATION
                         FOR THE FLEXIBLE PREMIUM
                         VARIABLE DEFERRED ANNUITY
                                     
                                     
                                     
                                Offered by
                                     
                                     
                             CHARTER NATIONAL
                          LIFE INSURANCE COMPANY
                                     
                        (A Missouri Stock Company)
                           8301 Maryland Avenue
                        St. Louis, Missouri  63105




This Statement of Additional Information expands upon subjects discussed in
the current Prospectus for the Flexible Premium Variable Deferred Annuity
(the "Contract") offered by Charter National Life Insurance Company.  You
may obtain a copy of the Prospectus dated May 1, 1995, by calling (800) 225-
2470, or writing to Scudder Investor Services, Inc., Two International
Place, Boston, Massachusetts  02110-4103.  Terms used in the current
Prospectus for the Contract are incorporated in this Statement.

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE
READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACT.

                             Dated May 1, 1995
                                     
                                                                          
<PAGE>
                             TABLE OF CONTENTS

                                                            Prospectus
                                                  Page      Reference*

STATE REGULATION OF CHARTER                        1

CERTAIN FEDERAL INCOME TAX CONSEQUENCES
  OF CERTAIN EXCHANGES AND SURRENDERS              1           35

SAFEKEEPING OF THE VARIABLE ACCOUNTS ASSETS        1

CALCULATION OF YIELDS AND TOTAL RETURNS            2           11
   Money Market Subaccount Yields                  2
   Other Subaccount Yields                         3
   Total Returns                                   4
   Effect of the Records Maintenance Charge
     on Performance Data                           5

OTHER PERFORMANCE DATA                             6           12
   Cumulative Total Returns                        6
   Comparison of Performance and
     Expense Information                           7

LEGAL MATTERS                                      7           45

INDEPENDENT ACCOUNTANTS                            7

FINANCIAL STATEMENTS                               8           10


*    The section headings corresponding to those contained herein may be
found in the Prospectus at the pages indicated.



<PAGE>
In order to supplement the description in the Prospectus, the following
provides additional information about Charter and the Contract which may be
of interest to an Owner.

                        STATE REGULATION OF CHARTER

Charter is a stock life insurance company organized under the laws of
Missouri, and is subject to regulation by the Missouri State Department of
Insurance.  Quarterly statements are filed with the Missouri Director of
Insurance covering the operations and reporting on the financial condition
of Charter.  Periodically, the Missouri Director of Insurance examines the
financial condition of Charter, which examination includes the liabilities
and reserves of the Variable Account and other separate accounts of which
Charter is the depositor.

In addition, Charter is subject to the insurance laws and regulations of
all the states in which it is licensed to operate.  The availability of the
Contract and certain contract rights and provisions depends on state
approval and/or filing and review processes.  Where required by state law
or regulation, the Contract will be modified accordingly.

                CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF
                     CERTAIN EXCHANGES AND SURRENDERS

Under Section 1035 of the Code, generally no gain or loss is recognized on
a qualifying exchange of an annuity contract for another annuity contract.
A direct exchange of an annuity contract for a Contract should qualify as
an exchange under Section 1035 of the Code.  There are, however, certain
exceptions to this rule.  Moreover, although the issue is not free from
doubt, certain surrenders under an annuity contract followed by an
investment in a Contract also may qualify as exchanges under Section 1035
of the Code.  Due to the uncertainty of the rules regarding the
determination of whether a transaction qualifies under Section 1035 of the
Code, prospective purchasers are urged to consult their own tax advisors.

In addition to being nontaxable events, certain exchanges qualifying under
Section 1035 of the Code may also result in a carry-over of the federal
income tax treatment of the old annuity contract to the new annuity
contract.  Due to the complexity of the rules regarding the proper
treatment of an exchange qualifying under Section 1035 of the Code,
however, prospective purchasers are urged to consult their own tax
advisors.

               SAFEKEEPING OF THE VARIABLE ACCOUNT'S ASSETS

Charter holds the assets of the Variable Account.  The assets are kept
segregated and held separate and apart from the general funds of Charter.
Charter maintains records of all purchases and redemptions of the shares of
each Portfolio.  A blanket fidelity bond in the amount of $1,000,000 covers
all of the officers and employees of Charter.

                                     1

<PAGE>
                  CALCULATION OF YIELDS AND TOTAL RETURNS

From time to time, Charter may disclose yields, total returns and other
performance data pertaining to the Contracts for the Subaccounts in
accordance with the standards defined by the Securities and Exchange
Commission.  Because of the charges and deductions imposed under a
Contract, the yield for the Subaccounts will be lower than the yield for
their respective Portfolios.  Also, because of differences in Variable
Account charges for different variable annuity contracts invested in the
Variable Account, the yields, total returns and other performance data for
the Subaccounts will be different for the Contract than for such other
variable annuity contracts.  The calculations of yields, total returns and
other performance data do not reflect the effect of any premium tax that
may be applicable to a particular Contract.  Most states and political
subdivisions do not assess premium taxes.  Where state premium taxes are
assessed, Charter will deduct the amount of tax due from each payment at
rates ranging from a minimum of .5% to a maximum of 3.5%.  Any premium
taxes levied by political subdivisions will likewise be deducted from
payments; such taxes are generally at rates of less than 1%.

The performance data for periods prior to the date the Subaccounts
commenced operations is based on the performance of the Scudder Variable
Life Investment Fund's Portfolios and the assumption that the Subaccounts
were in existence for the same periods as the Fund's Portfolios with a
level of charges equal to those currently assessed against the Subaccounts.
Portfolios and Subaccounts commenced operations as indicated:

     Subaccount/Portfolio     Subaccount          Portfolio

     Money Market             October, 1988       July, 1985
     Bond                     October, 1988       July, 1985
     Balanced                 October, 1988       July, 1985
     Capital Growth           October, 1988       July, 1985
     International            October, 1988       May, 1987
     Growth and Income        May, 1994           May, 1994

Money Market Subaccount Yields

Based on the method of calculation described below, the Current Yield and
Effective Yield on amounts held in the Money Market Subaccount for the
seven-day period ending December 31, 1994, were as follows:

          Current Yield: = 4.42%

          Effective Yield: = 4.51%

The Current Yield is computed by determining the net change (exclusive of
realized gains and losses on the sale of securities and unrealized
appreciation and depreciation) at the end of the seven-day period in the
value of a hypothetical account under a Contract having a balance of 1 unit
of the Money Market Subaccount at the beginning of the period, dividing

                                     2
                                     
<PAGE>
such net change in account value by the value of the account at the
beginning of the period to determine the base period return, and
annualizing this quotient on a 365-day basis.  The net change in account
value reflects (i) net income from the Portfolio attributable to the
hypothetical account and (ii) charges and deductions imposed under the
Contract which are attributable to the hypothetical account.  The charges
and deductions include the per unit charges for the hypothetical account
for the Administration Charge and the Mortality and Expense Risk Charge.
Current Yield is calculated according to the following formula:

     Current Yield = ((NCS - ES) / UV) x (365 / 7)

     The seven-day Effective Yield is calculated by compounding the
unannualized base period return according to the following formula:

     Effective Yield = (1 + ((NCS - ES) / UV))to the power of 365/7 - 1

Where, for both formulas:
NCS = The net change in the value of the Portfolio (exclusive of realized
gains and losses on the sale of securities and unrealized appreciation and
depreciation) for the seven-day period attributable to a hypothetical
account having a balance of one Subaccount unit under a Contract.
ES = Per unit expenses of the Subaccount for the Contracts for the seven-
day period.
UV = The unit value for a Contract on the first day of the seven-day
period.

The Current and Effective Yields on amounts held in the Money Market
Subaccount normally will fluctuate on a daily basis.  Therefore, the
disclosed yield for any given past period is not an indication or
representation of future yields or rates of return.  The Money Market
Subaccount's actual yield is affected by changes in interest rates on money
market securities, average portfolio maturity, the types and quality of
portfolio securities held, and the operating expenses.

Other Subaccount Yields

Based on the method of calculation described below, for the thirty-day
period ending December 31, 1994, the Yield for the Bond Subaccount was as
follows:

          Yield = 6.80%

The 30-day Yield refers to income generated by the Bond Subaccount over a
specific 30-day period.  Because the yield is annualized, the yield
generated during the 30-day period is assumed to be generated each 30-day
period over a 12-month period.  The yield is computed by:  (i) dividing the
net investment income of the Portfolio attributable to the Subaccount units
less Subaccount expenses attributable to the Contracts for the period, by
(ii) the maximum offering price per unit on the last day of the period

                                     3
                                     
<PAGE>
times the daily average number of units outstanding for the period, by(iii)
compounding that yield for a 6-month period, and by (iv) multiplying that
result by 2.  Expenses attributable to the Bond Subaccount for the
Contracts include the Administration Charge and the Mortality and Expense
Risk Charge.  The 30-day Yield is calculated according to the following
formula:

     30-Day Yield = 2 x ((((NI - ES) / (U x UV)) + 1)to the power of 6 - 1)

Where:
NI = Net income of the portfolio for the 30-day period attributable to the
Subaccount's units.
ES = Expenses of the Subaccount for the Contracts for the 30-day period.
U = The average daily number of units outstanding attributable to the
Contracts.
UV = The unit value for a Contract at the close (highest) of the last day
in the 30-day period.

     The 30-Day Yield on amounts held in the Bond Subaccount normally will
fluctuate over time.  Therefore, the disclosed yield for any given past
period is not an indication or representation of future yields or rates of
return.  The Bond Subaccount's actual yield is affected by the types and
quality of portfolio securities held by the Portfolio, and its operating
expenses.

Total Returns

     Based on the method of calculation described below, the Average Annual
Total Returns for the Subaccounts for the periods ending December 31, 1994,
were as follows:

                 Inception of    Inception of     One Year      Five Year
               the Subaccount   the Portfolio  Period Ending   Period Ending
Subaccount      to 12/31/94      to 12/31/94     12/31/94         12/31/94

Money Market          4.56%          4.80%         2.98%           3.83%
Bond 7.11%            7.18%        - 5.45%         6.96%
Balanced              8.06%          9.05%       - 2.74%           6.16%
Capital Growth        9.67%         11.25%      - 10.33%           7.62%
International        11.50%          8.25%       - 1.54%           5.52%
Growth and Income *   6.68%          6.68%         N/A              N/A

*    One Year/Five Year Average Annual Total Returns are not applicable for
the Growth and Income Subaccount as it commenced operation on May 1, 1994.

Charter may disclose Total Returns for one or more of the Subaccounts for
various periods of time.  One of the periods of time will include the
period measured from the date the Subaccount commenced operations.  When a
Subaccount has been in operation for 1, 5, and 10 years, respectively, the
Total Return for these periods will be provided.  Total Returns for other
periods of time may, from time to time, also be disclosed.

                                     4

<PAGE>
Total Returns for a Contract represent the average annual compounded rates
of return that would equate a single investment of $1,000 to the redemption
value of that investment as of the last day of each of the periods.  The
ending date for each period for which Total Return quotations are provided
will be for the most recent month end practicable, considering the type and
media of the communication, and will be stated in the communication.

Total Returns will be calculated using Subaccount Unit Values which Charter
calculates on each Valuation Date based on the performance of the
Subaccount's underlying Portfolio, and the deductions for the Mortality and
Expense Risk Charge, the Contract Administration Charge and (for periods
prior to January 25, 1991) the Records Maintenance Charge.  The Records
Maintenance Charge of $35 per year per Contract was deducted at the
beginning of each Contract Year.  The Total Return is calculated according
to the following formula:

     TR = (ERV / P)to the power of 1/N - 1

Where:
TR = The average annual total return net of Subaccount recurring charges
for the Contracts.
ERV = The ending redeemable value of the hypothetical account at the end of
the period.
P = A hypothetical single payment of $1,000.
N = The number of years in the period.

Effect of the Records Maintenance Charge on Performance Data

The Contract provides for a $40 Records Maintenance Charge to be deducted
annually at the beginning of each Contract Year.  As a matter of current
practice, Charter is not deducting a Records Maintenance Charge.  On
performance information prior to January 25, 1991, $35 was deducted
annually at the beginning of each Contract Year proportionately from each
Subaccount based on the value of the amounts in each Subaccount.  For
purposes of reflecting the Records Maintenance Charge in yield and total
return quotations Charter converted the $35 annual charge into a per dollar
per day charge based on the average Account Value of all Contracts on the
last day of the period for which quotations were provided and assumed that
the charge would be applied to all Contracts.  The per dollar per day
average charge was then adjusted to reflect the basis upon which the
particular quotation was calculated.

The assumed average Records Maintenance Charge was not, except in rare
instances, reflective of its actual effect on a particular Contract.

                                     5

<PAGE>
OTHER PERFORMANCE DATA

Cumulative Total Returns

Based on the method of calculation described below, the Cumulative Total
Returns for the Subaccounts for the periods ending December 31, 1994, were
as follows:

                 Inception of    Inception of      One Year       Five Year
                the Subaccount  the Portfolio   Period Ending   Period Ending
Subaccount       to 12/31/94     to 12/31/94       12/31/94        12/31/94

Money Market         32.06%         55.79%           2.98%          20.69%
Bond                 53.45%         92.70%         - 5.45%          40.04%
Balanced             62.16%        127.05%         - 2.74%          34.87%
Capital Growth       77.77%        174.06%        - 10.30%          44.40%
International        97.13%         83.57%         - 1.54%          30.86%
Growth and Income *   4.42%          4.42%           N/A              N/A

*    One Year/Five Year Returns are not applicable for the Growth and
Income Subaccount as it commenced operation on May 1, 1994.

Charter may disclose Cumulative Total Returns in conjunction with the
standard format described above.  The Cumulative Total Returns will be
calculated using the following formula:

     CTR = (ERV / P) - 1

Where:
CTR = The Cumulative Total Return net of Subaccount recurring charges for
the period.
ERV = The ending redeemable value of the hypothetical investment at the end
of the period.
P = A hypothetical single payment of $1,000.

Charter may also disclose yield and total returns for the Fund's
Portfolios, including such disclosure for periods prior to the date the
Variable Account commenced operations.  For periods prior to the date the
Variable Account commenced operations, performance information for the
Subaccounts will be calculated based on the performance of the Fund's
Portfolios and the assumption that the Subaccounts were in existence for
the same periods as those indicated for the Funds Portfolios, with the
level of Contract charges that were in effect at the inception of the
Subaccounts.

All non-standard performance data will only be disclosed if the standard
performance data for the required periods is also disclosed.

                                     6

<PAGE>
             Comparison of Performance and Expense Information

Expenses and performance information for the Contract and each Subaccount
may be compared in advertising, sales literature, and other communications
to expenses and performance information of other variable annuity products
tracked by independent services such as Lipper Analytical Services, Inc.
("Lipper"), Morningstar and the Variable Annuity Research Data Service
("V.A.R.D.S.") which monitor and rank the performance and expenses of
variable annuity issuers on an industry-wide basis.  From time to time,
Charter may also compare using other indices that measure performance, such
as Standard & Poor's 500 Composite ("S & P 500") or the Dow Jones
Industrial Average ("Dow").  Unmanaged indices may assume reinvestment of
dividends that generally do not reflect deductions for administrative and
management cost and expenses.

                               LEGAL MATTERS

Sutherland, Asbill & Brennan of Washington, D. C. has provided advice on
certain legal matters relating to the Federal Securities Laws.  All matters
of Missouri law pertaining to the Contracts, including the validity of the
Contract and Charter's authority to issue the Contract under Missouri
Insurance Law, have been passed upon by Alexis M. Berg, General Counsel of
Charter National Life Insurance Company.

                          INDEPENDENT ACCOUNTANTS

The consolidated financial statements of Charter National Life Insurance
Company and Subsidiaries as of December 31, 1994 and 1993 and for each of
the three years in the period ended December 31, 1994 and the financial
statements of the Charter National Variable Annuity Account as of December
31, 1994 and for each of the two years in the period ended December 31,
1994 included in this Registration Statement have been included herein in
reliance on the reports of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of said firm as experts in accounting
and auditing.

                           FINANCIAL STATEMENTS

     The financial statements of Charter, which are included in this
Statement of Additional Information, should be considered only as bearing
on the ability of Charter to meet its obligation under the Contract.  They
should not be considered as bearing on the investment performance of the
assets held in the Variable Account.

                                     7

<PAGE>
                       INDEX TO FINANCIAL STATEMENTS
                                    AND
                       FINANCIAL STATEMENT SCHEDULES
                                                                    PAGES
                 CHARTER NATIONAL VARIABLE ANNUITY ACCOUNT
Report of Independent Accountants                                       9
Financial Statements:
  Statement of Assets and Liabilities as of December 31, 1994          10
  Statement of Operations for the year ended December 31, 1994         11
  Statements of Changes in Net Assets for the years ended
    December 31, 1994 and 1993                                      12-13
  Notes to Financial Statements                                     14-17

                  CHARTER NATIONAL LIFE INSURANCE COMPANY
Report of Independent Accountants                                      18
Consolidated Financial Statements:
  Balance Sheets as of  December 31, 1994 and 1993                     19
  Statements of Income for the years ended December 31, 1994,
    1993 and 1992                                                      20
  Statements of Stockholder's Equity for the years ended
    December 31, 1994, 1993 and 1992                                   21
  Statements of Cash Flows for the years ended December 31, 1994,
    1993 and 1992                                                   22-23
  Notes to Consolidated Financial Statements                        24-54

Report of Independent Accountants on Financial Statement Schedules     55
Consolidated Financial Statement Schedules:
  Schedule III - Supplementary Insurance Information as of and for
    the years ended December 31, 1994, 1993 and 1992                   56
  Schedule IV - Reinsurance as of and for the years ended
    December 31, 1994, 1993 and 1992                                   57
  Schedule V - Valuation and Qualifying Accounts  for the years
    ended December 31, 1994, 1993 and 1992                             58
  Schedule VI -  Supplemental Information Concerning Property
    Casualty Operations for the years ended December 31, 1994,
    1993 and 1992                                                      59

                FINANCIAL STATEMENTS AND SCHEDULES OMITTED
All other schedules are not submitted because they are not required
or because the required information is included in the financial
statements or notes thereto.

                                     8

<PAGE>
                    REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors
Charter National Life Insurance Company:


We have audited the accompanying statement of assets and liabilities of the
Charter National Variable Annuity Account (comprising, respectively the
Money Market, Bond, Capital Growth, Balanced, International and Growth and
Income Subaccounts) as of December 31, 1994 and the related statement of
operations for the year then ended and the statements of changes in net
assets for each of the two years in the period then ended. These financial
statements are the responsibility of the management of the Charter National
Variable Annuity Account.  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 held by the
custodian as of December 31, 1994.  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 comprising the Charter National Variable Annuity Account as of
December 31, 1994, the results of their operations for the year then ended
and the changes in their net assets for each of the two years in the period
then ended, in conformity with generally accepted accounting principles.




COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 10, 1995

                                     9

<PAGE>
<TABLE>
                 CHARTER NATIONAL VARIABLE ANNUITY ACCOUNT
                    STATEMENT OF ASSETS AND LIABILITIES
                             December 31, 1994
<CAPTION>
                                                     Money                      Capital
                                      Total         Market         Bond         Growth
<S>                                <C>            <C>           <C>           <C>
Assets:
Investment in series mutual
   funds, at net asset value
   (cost $271,418,499 in
   total; and $54,318,690,
   $15,156,831, $65,342,975,
   $31,483,742, $87,392,445
   and $17,723,816 for each
   portfolio, respectively.)       $269,188,311   $54,318,690   $14,166,231   $62,915,686
Amounts receivable from Charter
   National Life Insurance
   Company                                  464                         467

      Total net assets             $269,188,775   $54,318,690   $14,166,698   $62,915,686


Net assets:
For variable annuity contracts     $268,667,314   $54,318,690   $14,166,698   $62,915,686
Retained in separate account by
   Charter National Life 
   Insurance Company                    521,461                

      Total net assets             $269,188,775   $54,318,690   $14,166,698   $62,915,686
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                    10

<PAGE>
                 CHARTER NATIONAL VARIABLE ANNUITY ACCOUNT
                   STATEMENT OF ASSETS AND LIABILITIES
                           December 31, 1994

                                                                   Growth and
                                      Balanced    International      Income
Assets:
Investment in series mutual
   funds, at net asset value
   (cost $271,418,499 in
   total; and $54,318,690,
   $15,156,831, $65,342,975,
   $31,483,742, $87,392,445
   and $17,723,816 for each
   portfolio, respectively.)         $29,843,602    $90,303,885    $17,640,217
Amounts receivable from Charter
   National Life Insurance
   Company                                                   (3)

      Total net assets               $29,843,602    $90,303,882    $17,640,217


Net assets:
For variable annuity contracts       $29,843,602    $90,303,882    $17,118,756
Retained in separate account by
   Charter National Life 
   Insurance Company                           0              0        521,461

      Total net assets               $29,843,602    $90,303,882    $17,640,217

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

                                     10a
<PAGE>
<TABLE>
                  CHARTER NATIONAL VARIABLE ANNUITY ACCOUNT
                          STATEMENT OF OPERATIONS
                    For the year ended December 31, 1994
<CAPTION>
                                                     Money                      Capital
                                      Total         Market         Bond         Growth
<S>                                <C>            <C>            <C>          <C>
Investment income:
Dividend income                     $13,320,546    $1,670,910    $1,318,791    $6,173,449
Less administrative expenses
   and mortality and expense
   risk charges                       1,825,687       319,961       111,423       468,208
   Net investment income             11,494,859     1,350,949     1,207,368     5,705,241

Gains (losses) on investments:
Realized gains (losses):
   Proceeds from sales
      of fund shares                337,823,576   143,448,681    13,060,937    98,097,179
   Cost of fund shares sold         338,021,117   143,448,681    13,809,728   102,181,517
   Net realized gains (losses)         (197,541)                   (748,791)   (4,084,338)

Unrealized gains (losses):
   Beginning of year                 19,133,927                     411,016     6,435,725
   End of year                       (2,230,188)                   (990,600)   (2,427,289)
   Change in unrealized gains
      and losses                    (21,364,115)                 (1,401,616)   (8,863,014)
   Net realized and unrealized
      losses on investments         (21,561,656)                 (2,150,407)  (12,947,352)
   Increase (decrease) in net
      assets from operations       ($10,066,797)   $1,350,949     ($943,039)  ($7,242,111)
</TABLE>
*  The Growth and Income Portfolio was added to the Fund on May 1, 1994.

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

                                     11
<PAGE>
                  CHARTER NATIONAL VARIABLE ANNUITY ACCOUNT
                         STATEMENT OF OPERATIONS
                    For the year ended December 31, 1994

                                                                  Growth and
                                     Balanced     International    Income *
Investment income:
Dividend income                      $3,541,318      $539,448       $76,630
Less administrative expenses
   and mortality and expense
   risk charges                         230,165       656,196        39,734
   Net investment income              3,311,153      (116,748)       36,896

Gains (losses) on investments:
Realized gains (losses):
   Proceeds from sales
      of fund shares                 15,561,737    62,882,851     4,772,191
   Cost of fund shares sold          15,941,051    57,876,879     4,763,261
   Net realized gains (losses)         (379,314)    5,005,972         8,930

Unrealized gains (losses):
   Beginning of year                  2,261,023    10,026,163
   End of year                       (1,640,140)    2,911,440       (83,599)
   Change in unrealized gains
      and losses                     (3,901,163)   (7,114,723)      (83,599)
   Net realized and unrealized
      losses on investments          (4,280,477)   (2,108,751)      (74,669)
   Increase (decrease) in net
      assets from operations          ($969,324)  ($2,225,499)     ($37,773)

*  The Growth and Income Portfolio was added to the Fund on May 1, 1994.

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

                                    11a
<PAGE>
<TABLE>
                 CHARTER NATIONAL VARIABLE ANNUITY ACCOUNT
                    STATEMENT OF CHANGES IN  NET ASSETS
                    For the year ended December 31, 1994
<CAPTION>
                                                               Money                    Capital
                                                  Total        Market        Bond        Growth
<S>                                            <C>          <C>          <C>          <C>
Changes in assets:
Operations:
  Net investment income                        $11,494,859   $1,350,949   $1,207,368   $5,705,241
  Net realized gains (losses)                     (197,541)                 (748,791)  (4,084,338)
  Change in unrealized gains and losses        (21,364,115)               (1,401,616)  (8,863,014)
  Net change from operations                   (10,066,797)   1,350,949     (943,039)  (7,242,111)

Capital share transactions:
  Premiums                                      90,125,359   25,224,817    3,885,041   19,172,577
  Transfer charges                                  (1,760)        (820)         (20)        (790)
  Records maintenance charges                       (5,962)      (1,062)        (342)      (2,146)
  Capital contributions (withdrawals)              450,000      (10,000)     (10,000)     (10,000)
  Change in amounts retained in separate acct.    (134,297)     (32,692)      (7,363)     (49,530)
  Contract claims                                 (586,836)     (19,026)     (38,220)    (207,543)
  Contract surrenders                          (22,975,254)  (8,610,617)  (1,332,802)  (4,392,195)
  Portfolio transfers, net                                   10,219,703   (3,963,090)  (8,674,535)
  Transfers (to) from general account             (270,674)     212,103     (171,642)     (48,343)
  Net change from capital share transactions    66,600,576   26,982,406   (1,638,438)   5,787,495
  Total change in assets                        56,533,779   28,333,355   (2,581,477)  (1,454,616)

Changes in liabilities:
Amounts payable to Charter
  National Life Insurance Company                 (164,641)     (17,658)     (13,625)     (65,316)
  Net change in liabilities                       (164,641)     (17,658)     (13,625)     (65,316)
  Total change in net assets                   $56,698,420  $28,351,013  ($2,567,852) ($1,389,300)

Net assets:
Beginning of year                             $212,490,355  $25,967,677  $16,734,550  $64,304,986
End of year                                    269,188,775   54,318,690   14,166,698   62,915,686
  Total change in net assets                   $56,698,420  $28,351,013  ($2,567,852) ($1,389,300)
</TABLE>
* The Growth and Income Portfolio was added to the Fund on May 1, 1994.
The accompanying notes are an integral part of these financial statements.

                                     12
<PAGE>
<TABLE>
                 CHARTER NATIONAL VARIABLE ANNUITY ACCOUNT
                    STATEMENT OF CHANGES IN  NET ASSETS
                    For the year ended December 31, 1994
<CAPTION>
                                                                          Growth and
                                                Balanced    International  Income *
<S>                                            <C>          <C>          <C>
Changes in assets:
Operations:
  Net investment income                         $3,311,153    ($116,748)     $36,896
  Net realized gains (losses)                     (379,314)   5,005,972        8,930
  Change in unrealized gains and losses         (3,901,163)  (7,114,723)     (83,599)
  Net change from operations                      (969,324)  (2,225,499)     (37,773)

Capital share transactions:
  Premiums                                       8,453,516   28,873,019    4,516,389
  Transfer charges                                     (30)        (100)
  Records maintenance charges                         (640)      (1,772)
  Capital contributions (withdrawals)              (10,000)     (10,000)     500,000
  Change in amounts retained in separate acct.     (14,356)     (28,231)      (2,125)
  Contract claims                                 (187,350)    (134,697)
  Contract surrenders                           (2,281,111)  (5,811,044)    (547,485)
  Portfolio transfers, net                      (7,504,214)  (3,285,519)  13,207,655
  Transfers (to) from general account             (203,288)     (63,060)       3,556
  Net change from capital share transactions    (1,747,473)  19,538,596   17,677,990
  Total change in assets                        (2,716,797)  17,313,097   17,640,217

Changes in liabilities:
Amounts payable to Charter
  National Life Insurance Company                  (18,200)     (49,842)
  Net change in liabilities                        (18,200)     (49,842)
  Total change in net assets                   ($2,698,597) $17,362,939  $17,640,217

Net assets:
Beginning of year                              $32,542,199  $72,940,943           $0
End of year                                     29,843,602   90,303,882   17,640,217
  Total change in net assets                   ($2,698,597) $17,362,939  $17,640,217
</TABLE>
* The Growth and Income Portfolio was added to the Fund on May 1, 1994.
The accompanying notes are an integral part of these financial statements.

                                     12a
<PAGE>
<TABLE>
                  CHARTER NATIONAL VARIABLE ANNUITY ACCOUNT
                    STATEMENT OF CHANGES IN  NET ASSETS
                    For the year ended December 31, 1993
<CAPTION>
                                                                Money
                                                  Total         Market         Bond
<S>                                            <C>           <C>            <C>
Changes in assets:
Operations:
  Net investment income                         $3,954,089      $448,103    $1,215,063
  Net realized gains                             7,345,700                     309,760
  Change in unrealized gains and losses         13,874,212                     144,145
  Net change from operations                    25,174,001       448,103     1,668,968

Capital share transactions:
  Premiums                                      73,518,979    14,595,017     5,378,994
  Transfer charges                                  (2,900)       (1,540)          (70)
  Records maintenance charges                       (6,826)       (1,437)         (381)
  Capital withdrawals                              (25,000)       (5,000)       (5,000)
  Change in amounts retained in separate acct.     (19,542)       (6,336)      (10,565)
  Contract claims                                 (707,689)      (17,860)     (216,313)
  Contract surrenders                          (11,603,081)   (4,756,282)   (1,222,701)
  Portfolio transfers, net                                   (10,512,597)   (1,710,550)
  Transfers (to) from general account            1,596,250     1,484,025       (71,860)
  Net change from capital share transactions    62,750,191       777,990     2,141,554
  Total change in assets                        87,924,192     1,226,093     3,810,522

Changes in liabilities:
Amounts payable to Charter
  National Life Insurance Company                   12,677        (5,920)       (6,945)
  Net change in liabilities                         12,677        (5,920)       (6,945)
  Total change in net assets                   $87,911,515    $1,232,013    $3,817,467

Net assets:
Beginning of year                              124,578,840    24,735,664    12,917,083
End of year                                    212,490,355    25,967,677    16,734,550
  Total change in net assets                   $87,911,515    $1,232,013    $3,817,467
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                     13
<PAGE>
<TABLE>
                  CHARTER NATIONAL VARIABLE ANNUITY ACCOUNT
                    STATEMENT OF CHANGES IN  NET ASSETS
                    For the year ended December 31, 1993
<CAPTION>
                                                 Capital
                                                 Growth       Balanced    International
<S>                                            <C>            <C>          <C>    
Changes in assets:
Operations:
  Net investment income                           $776,188    $1,243,049      $271,686
  Net realized gains                             5,060,305       754,680     1,220,955
  Change in unrealized gains and losses          3,374,546       (47,414)   10,402,935
  Net change from operations                     9,211,039     1,950,315    11,895,576

Capital share transactions:
  Premiums                                      18,834,746    11,102,785    23,607,437
  Transfer charges                                  (1,290)
  Records maintenance charges                       (2,764)         (817)       (1,427)
  Capital withdrawals                               (5,000)       (5,000)       (5,000)
  Change in amounts retained in separate acct.     (10,492)      (10,849)       18,700
  Contract claims                                 (292,782)      (64,899)     (115,835)
  Contract surrenders                           (2,250,976)   (1,728,725)   (1,644,397)
  Portfolio transfers, net                      (5,768,991)   (4,553,490)   22,545,628
  Transfers (to) from general account               54,177        (3,038)      132,946
  Net change from capital share transactions    10,556,628     4,735,967    44,538,052
  Total change in assets                        19,767,667     6,686,282    56,433,628

Changes in liabilities:
Amounts payable to Charter
  National Life Insurance Company                   16,779       (16,472)       25,235
  Net change in liabilities                         16,779       (16,472)       25,235
  Total change in net assets                   $19,750,888    $6,702,754   $56,408,393

Net assets:
Beginning of year                               44,554,098    25,839,445    16,532,550
End of year                                     64,304,986    32,542,199    72,940,943
  Total change in net assets                   $19,750,888    $6,702,754   $56,408,393
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                     13a
<PAGE>
                 CHARTER NATIONAL VARIABLE ANNUITY ACCOUNT
                       NOTES TO FINANCIAL STATEMENTS
                                     
1. Organization:

  The Charter National Variable Annuity Account (the "Variable Account")
  is a unit investment trust registered under the Investment Company Act
  of 1940, as amended.  The Variable Account was established by Charter
  National Life Insurance Company ("Charter National"), a wholly-owned
  subsidiary of Leucadia National Corporation ("Leucadia"), as a separate
  investment account on May 15, 1987.

  The Variable Account receives funds representing premiums collected
  under the variable annuity contracts (the "Contracts") offered by
  Charter National.  The funds are directed by the Contract owners into
  one or more subaccounts, each of which, in turn, invests exclusively in
  the shares of up to six portfolios of the Scudder Variable Life
  Investment Fund (the "Fund"), an open-end, diversified investment
  company managed by Scudder, Stevens & Clark, Inc. (the "Adviser").  The
  Fund, at December 31, 1994, consists of the Money Market Portfolio, the
  Bond Portfolio, the Capital Growth Portfolio, the Balanced Portfolio,
  the International Portfolio and the Growth and Income Portfolio
  (collectively referred to as the "Portfolios").  The Growth and Income
  Portfolio was added to the Fund on May 1, 1994.

  The Advisor receives compensation for its management and advisory
  services.  Total annual compensation received by the Advisor in 1994 and
  1993 as a percentage of average net assets was as follows:

                                           1994     1993

       Money Market Portfolio             .560%    .660%
       Bond Portfolio                     .580%    .610%
       Capital Growth Portfolio           .580%    .600%
       Balanced Portfolio                 .750%    .750%
       International Portfolio           1.080%   1.200%
       Growth and Income Portfolio        .750%      *

       *  The Growth and Income Portfolio was added to the Fund on May 1,
          1994

  Charter National has an agreement with the Adviser whereby it reimburses
  the Adviser for its share of the annual operating expenses incurred by
  the Adviser that exceed 1.50% of the average daily net assets in the
  International Portfolio and .75% of the average daily net assets in the
  remaining Portfolios.  Charter National's share of such excess expenses
  are determined by the proportion of its investment in the Fund to the
  total investment of all companies participating in the Fund.

                                    14
<PAGE>
                CHARTER NATIONAL VARIABLE ANNUITY ACCOUNT
                 NOTES TO FINANCIAL STATEMENTS, Continued

1.     Organization, continued:

  Each subaccount is denominated in units having a distinct value (the
  "Unit Value").  For each subaccount, the Unit Value for the Contracts on
  a given date is based on the net asset value of a share of the
  corresponding Portfolio in which such subaccount invests.  In addition,
  because of differences in Contracts funded by the subaccounts, units in
  a subaccount attributable to certain Contracts will have different Unit
  Values than those attributable to other Contracts funded by the
  subaccount.  When a payment is allocated or an amount is transferred to
  a subaccount, a number of units is purchased based on the Unit Value of
  the subaccount.  When amounts are transferred out of or deducted from a
  subaccount, units are redeemed in a similar manner.

  Charter National is domiciled in the State of Missouri.  Under Missouri
  insurance regulations, the assets of the Variable Account are the
  property of Charter National.  The assets of each subaccount
  attributable to the Contracts, and the income arising therefrom, may not
  be used to settle the liabilities arising from any other subaccount or
  from any other business operations of Charter National.  The assets of
  each subaccount in excess of those attributable to the Contracts, and
  the income arising therefrom, are available for Charter National's
  general use.

2.   Summary of Significant Accounting Policies:

     Investment Valuation:

     Investments made in the Portfolios of the Fund are valued at their
     respective net asset values.  Transactions are recorded on the trade
     date.  Dividend income is recognized when declared in all Portfolios
     except the Money Market Portfolio, which recognizes income based upon
     a daily earnings rate.  Gains and losses on investments, both realized
     and unrealized, are determined on the basis of the weighted average
     cost of the aggregate shares held in each of the Portfolios of the
     Fund.

     Federal Income Taxes:

     Under current law, the net income and realized gains and losses
     attributable to the Contracts are subject to taxation, under certain
     circumstances, upon the withdrawal of such funds.  The Variable
     Account makes no provision for such future, potentially taxable events
     as any such taxes that would then become payable would be the
     responsibility of the owners of the Contracts.  Similar items
     attributable to Charter National's capital contribution are included
     in its federal income tax return, with provisions for such tax
     included in the accounts of Charter National.

     At the present time, Charter makes no charge to the Variable Account
     for any federal, state or local taxes that it incurs which may be
     attributable to such Account or to the Contracts.  Charter,

                                    15
<PAGE>
                CHARTER NATIONAL VARIABLE ANNUITY ACCOUNT
                 NOTES TO FINANCIAL STATEMENTS, Continued

2.   Summary of Significant Accounting Policies, continued:

     Federal Income Taxes, continued:

     however, reserves the right in the future to make a charge for any
     such tax or other economic burden resulting from the application of
     the tax laws that it determines to be properly attributable to the
     Variable Account or to the Contracts.

3.   Charges and Deductions:

     Mortality and Expense Risk Charges and Administrative Expenses:

     Charter National assumes certain mortality and expense risks related
     to the operation of the Variable Account and deducts daily charges
     from the Contracts' values at an annual rate of .40% to .90%.  Charter
     National reserves the right to increase the mortality and expense risk
     charge to an annual rate of .70% to .90%.  In addition, similar
     deductions are made on a daily basis for administrative expenses at an
     annual rate of .30% to .40%.

     Records Maintenance Charge:

     On certain Contracts, Charter National annually deducts an amount of
     $30 per Contract for the cost of performing records maintenance.  The
     Contract permits Charter National to deduct a records maintenance
     charge of up to $40 from certain Contracts at the beginning of each
     Contract year to reflect the cost of performing records maintenance.

    Transfer Charge:

     The Contract permits Charter National to deduct a transfer charge of
     $10 for the third and each subsequent transfer request made during a
     Contract year.  No charge is currently being imposed for transfers.

4.   Distribution of the Contracts:

  CNL, Inc. ("CNL"), a wholly-owned subsidiary of Leucadia, acts as the
  principal underwriter for the Contracts.  CNL is registered as a broker-
  dealer with the Securities and Exchange Commission (the "SEC") and is a
  member of the National Association of Securities Dealers, Inc. (the
  "NASD").  CNL receives commissions and underwriting fees directly from
  Charter National.  CNL and Charter National have contracted with Scudder
  Fund Distributors, Inc. ("Scudder") for Scudder's services in connection
  with the distribution of the Contracts.  Scudder is registered with the
  SEC as a broker-dealer and is a member of the NASD.

                                    16
<PAGE>
                 CHARTER NATIONAL VARIABLE ANNUITY ACCOUNT
                 NOTES TO FINANCIAL STATEMENTS, Continued

5. Investments:

The following table presents selected data regarding the investments
in each of the Portfolios of the Fund at December 31, 1994.

                     Number of                 Net Asset Value
Portfolio              Shares        Cost          Total       Per Share

Money Market         54,318,690   $54,318,690   $54,318,690         $1.00
Bond                  2,186,147    15,156,831    14,166,231          6.48
Capital Growth        5,144,373    65,342,975    62,915,686         12.23
Balanced              3,327,046    31,483,742    29,843,602          8.97
International         8,447,510    87,392,445    90,303,885         10.69
Growth and Income*    2,817,926    17,723,816    17,640,217          6.26

  Total                          $271,418,499  $269,188,311

The number and cost of Fund shares purchased and sold for the years
ended December 31, 1994 and 1993 are as follows:

Portfolio            Purchases                     Sales
                       Shares        Cost         Shares         Cost
1994
Money Market        171,782,036  $171,782,036   143,448,681  $143,448,681
Bond                  1,865,701    12,629,400     1,936,720    13,809,728
Capital Growth        8,590,941   109,589,915     7,752,274   102,181,517
Balanced              1,816,927    17,125,417     1,672,716    15,941,051
International         7,471,402    82,304,702     5,751,153    57,876,879
Growth and Income*    3,578,448    22,487,077       760,522     4,763,261

  Total                          $415,918,547                $338,021,117

Portfolio            Purchases                     Sales
                       Shares        Cost         Shares         Cost
1993
Money Market         84,395,393   $84,395,393    83,169,300   $83,169,300
Bond                  2,147,497    15,753,220     1,689,726    12,086,843
Capital Growth        5,872,576    79,802,481     5,076,125    63,409,360
Balanced              1,792,558    17,927,213     1,191,970    11,193,517
International         6,428,668    61,404,086     1,740,466    15,373,393

  Total                          $259,282,393                $185,232,413

* The Growth and Income Portfolio was added to the Fund on May 1, 1994.

                                     17
<PAGE>
                      REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors
Charter National Life Insurance Company:


We have audited the accompanying consolidated balance sheets of Charter
National Life Insurance Company and Subsidiaries (a wholly-owned subsidiary
of Leucadia National Corporation), as of December 31, 1994 and 1993 and the
related consolidated statements of income, stockholder's equity and cash
flows for each of the three years in the period ended December 31, 1994.
These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
consolidated 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.  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 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Charter National Life Insurance Company and Subsidiaries as of
December 31, 1994 and 1993 and the consolidated results of their operations
and their cash flows for each of the three years in the period ended
December 31, 1994, in conformity with generally accepted accounting
principles.

As discussed in Note 1 to the consolidated financial statements, the
Company changed its methods of accounting for income taxes, postemployment
benefits and certain investments in debt and equity securities in 1993.



COOPERS & LYBRAND L.L.P.


2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 10, 1995

                                     18
<PAGE>
           CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                        December 31, 1994 and 1993
                 (Dollars in thousands except par value)


                                                  1994         1993
      ASSETS
Investments and accrued investment income:
  Available for sale (aggregate cost of        $1,545,770   $1,591,927
    $1,591,970 and $1,541,020)
  Trading securities (aggregate cost of            51,661       40,363
    $51,372 and $38,694)
  Held to maturity (aggregate fair value of        27,461       39,501
    $25,971 and $41,097)
  Policyholder loans                               17,943       18,138
  Preferred stock of affiliates                    40,000       40,000
  Accrued interest income                          24,477       24,044
  Other investments                                   540        2,298
    Total investments and accrued
      investment income                         1,707,852    1,756,271

Cash and cash equivalents                         165,866      229,992
Reinsurance receivable, net                       265,339      420,800
Premiums and other receivables, net               126,778       98,938
Prepaids and other assets                          31,790       27,609
Property and equipment, net                        19,509        3,336
Deferred policy acquisition costs                  45,698       29,488
Federal income tax recoverable                                   2,892
Deferred income taxes                             111,028       88,355
Assets held in separate and 
  variable accounts                               420,398      335,357

    Total assets                               $2,894,258   $2,993,038



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

                                     19
<PAGE>
            CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                        December 31, 1994 and 1993
                 (Dollars in thousands except par value)


                                                  1994         1993

LIABILITIES AND STOCKHOLDER'S EQUITY
Future policy benefits                           $863,854   $1,013,543
Policy and contract claims                        642,378      686,963
Unearned premiums                                 259,180      243,794
Other policyholder funds                            7,056       10,193
Accounts payable and accrued expenses             100,651       89,638
Income taxes payable                                  865
Other liabilities                                 116,269      104,860
Liabilities related to separate and variable      419,355      334,636
  accounts
Surplus notes and accrued interest                 47,925       77,010

    Total liabilities                           2,457,533    2,560,637


Stockholder's equity:
  Common stock, $31 par value per share,
    110,000 shares authorized, issued
    and outstanding                                 3,410        3,410
  Additional paid-in capital                        6,140        6,140
  Net unrealized gain (loss) on investments       (30,003)      33,148
  Retained earnings                               457,178      389,703

  Total stockholder's equity                      436,725      432,401

    Total liabilities and stockholder's
      equity                                   $2,894,258   $2,993,038


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

                                    19a
<PAGE>
          CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME
            For the years ended December 31, 1994, 1993 and 1992
                          (Dollars in thousands)

                                               1994      1993      1992
Revenues:
  Insurance revenues                         $615,867  $630,702  $685,120
  Net investment income                       107,705   130,425   190,365
  Net securities gains (losses)                (5,292)   42,466    42,278
  Surrender and other administrative
    charges                                     3,559     2,966     2,707
  Service fee revenue                          13,958     2,454     3,261
  Other                                         2,555       317       615

    Total revenues                            738,352   809,330   924,346

Benefits and expenses:
  Policyholder benefits, claims and           545,644   575,702   299,583
    settlement expenses
  Increase (decrease) in future policy
    benefits                                  (45,062)  (70,148)  328,923
  Administrative and general expenses         131,894   145,090   138,044
  Outside marketing costs                      18,164    12,511     6,654
  Commissions                                   7,357     9,804    17,687
  Interest                                      6,002     8,097    12,015
  Amortization of deferred policy 
    acquisition costs                          25,427    33,900    32,028
  Capitalization of policy acquisition costs  (41,637)  (30,629)  (24,028)

    Total benefits and expenses               647,789   684,327   810,906

Income before income taxes and cumulative
  effects of changes in accounting principles  90,563   125,003   113,440

Income taxes:
  Current                                      12,237    51,321    41,148
  Deferred                                     10,851   (17,502)  (11,398)

    Total provision for income taxes           23,088    33,819    29,750

Income before cumulative effects of
  changes in accounting principles             67,475    91,184    83,690

Cumulative effects of changes in                         84,277
  accounting principles
    Net income                                $67,475  $175,461   $83,690

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

                                   20
<PAGE>
<TABLE>
           CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
             For the years ended December 31, 1994, 1993 and 1992
                          (Dollars in thousands)
<CAPTION>

                                       Common                 Net
                                       Stock,  Additional  Unrealized
                                      $31 Par   Paid-in   Gain(Loss) on Retained
                                       Value    Capital   Investments   Earnings    Total
   <S>                                 <C>       <C>        <C>        <C>        <C>
   Balance, January 1, 1992            $3,410    $6,140         $264   $131,072   $140,886

   Net income                                                            83,690     83,690
   Cash dividend paid to parent                                            (520)      (520)
   Net change in unrealized gain
      (loss) on investments                                     (255)                 (255)

   Balance, December 31, 1992           3,410     6,140            9    214,242    223,801

   Net income                                                           175,461    175,461
   Net change in unrealized gain
      on investments                                          33,139                33,139

   Balance, December 31, 1993           3,410     6,140       33,148    389,703    432,401

   Net income                                                            67,475     67,475
   Net change in unrealized gain
      (loss) on investments                                  (63,151)              (63,151)

   Balance, December 31, 1994          $3,410    $6,140     ($30,003)  $457,178   $436,725
</TABLE>

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

                                     21
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the years ended December 31, 1994, 1993 and 1992
                          (Dollars in thousands)


                                              1994      1993      1992
Net cash flows from operating activities:
Net income                                   $67,475  $175,461   $83,690
Adjustments to reconcile net income to net
  cash provided by (used for) operations:
  Cumulative effects of changes in                     (84,277)
    accounting principles
  Net securities (gains) losses                5,292   (42,466)  (42,278)
  Gain on reinsurance transaction with John
    Hancock (exclusive of security gains 
    and write-off of deferred policy
    acquisition costs)                                 (11,956)
  Provision(benefit) for deferred income tax  10,851   (17,502)  (11,398)
  Provision for doubtful accounts              1,408
  Net change in deferred policy
    acquisition costs                        (16,210)   23,623     8,000
  Net change in future policy benefits         7,791  (299,770)   37,783
  Net change in policy and contract claims   (44,585)   39,541   (87,789)
  Net change in unearned premiums             13,472    31,184    17,883
  Net change in accrued investment income       (195)    5,829     1,004
  Net change in premiums and other            (8,638)  (37,466)    1,881
    receivables, net
  Net change in reinsurance receivable        15,083   225,605     6,117
  Net change in  income taxes payable          3,757   (10,706)    6,409
  Net change in other assets                  (2,169)   (7,162)   (7,701)
  Net change in accounts payable, accrued      6,398    (8,069) (106,731)
    expenses, and other liabilities
  Purchases of investments classified
    as trading                              (132,752)  (73,448)
  Proceeds from sales of investments
    classified as trading                    215,288    48,036
  Short positions covered and written
    options closed                           (82,720)   13,426

                                 Continued

                                    22
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
           For the years ended December 31, 1994, 1993 and 1992
                        (Dollars in thousands)

                                         1994         1993         1992

 Cash related to reinsurance 
   transaction with John Hancock                    (510,698)
 Amortization of net investment
   discount/premium                       1,186        6,149       (3,730)
 Depreciation and amortization of
   property and equipment                 1,964        1,335        1,058

 Net change in accrued interest and
   discount on surplus notes            (10,086)       6,039         (443)

   Net cash provided by (used for)
     operating activities                52,610     (527,292)     (96,245)

Net cash flows from investing activities:
 Purchases of investments (other 
   than trading)                      ($830,834)   ($958,019) ($1,942,846)
 Proceeds from sales of investments
   (other than trading)                 515,499    1,008,523    1,984,879
 Proceeds from maturities of
   investments (other than trading)     307,407      338,966      403,518
 Principal collections on loan
   receivables                            4,587
 Purchases of installment loans         (18,550)
 Purchase of Colonial Penn Madison
   Insurance Company                    (37,539)
 Cash related to disposition of
   subsidiary                                                        (431)
 Net change in equity in separate
   and variable accounts                   (330)       1,936
 Net acquisitions of property and
   equipment                            (17,891)       1,842       (3,253)

   Net cash provided by (used for)
     investing activities               (77,651)     393,248      441,867
                                 Continued

                                    22a
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
           For the years ended December 31, 1994, 1993 and 1992
                          (Dollars in thousands)


                                          1994       1993        1992

Net cash flows from financing activities:
  Net change in policyholder account
    balances                             (17,302)   (95,554)    (170,412)
  Net change in other policyholder
    funds                                 (3,137)       139          243
  Net change in capital leases               354     (2,923)      (2,092)
  Cash dividend paid to parent                                      (515)
  Surplus notes (paid down)              (19,000)                   (332)
  Revolving credit note issued
    (paid down)                                      (7,500)      33,000

    Net cash used for financing
      activities                         (39,085)  (105,838)    (140,108)

    Net increase (decrease) in cash
      and cash equivalents               (64,126)  (239,882)     205,514
Cash and cash equivalents at
  January 1,                             229,992    469,874      264,360

Cash and cash equivalents at
  December 31,                          $165,866   $229,992     $469,874


Supplemental disclosures of cash flow
information:
  Cash paid during the year for:
    Interest                             $15,834     $2,176      $14,247
    Income tax payments                  $13,307    $65,882      $38,409



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

                                     23
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   Summary of Significant Accounting Policies:

  Charter National Life Insurance Company is a wholly-owned subsidiary of
  Leucadia National Corporation ("Leucadia"), a publicly traded holding
  company domiciled in the state of New York.

  a. Principles of Consolidation:

     The consolidated financial statements include the accounts of Charter
     National Life Insurance Company and its subsidiaries (collectively,
     "Charter"), including Colonial Penn Group, Inc. ("CPG"), acquired in a
     purchase transaction ("the acquisition") from FPL Group, Inc.
     ("Seller")  on August 16, 1991,  CNL, Inc., until its transfer as a
     dividend to Leucadia on September 30, 1992, and Colonial Penn Madison
     Insurance Company ("Colonial Penn Madison"), (formerly Madison
     Assurance Company) since its purchase from WMAC Investment Corporation
     ("WMAC Investment"), an affiliate, on June 30, 1994.

     Certain amounts in the prior years' financial statements have been
     reclassified to conform with the 1994 presentation.

  b. Investments:

     Effective as of December 31, 1993, Charter adopted Statement of
     Financial Accounting Standards No. 115, "Accounting for Certain
     Investments in Debt and Equity Securities" ("SFAS 115").  The adoption
     of SFAS 115 had no material effect on results of operations but did
     increase stockholder's equity by approximately $33,139,000 at December
     31, 1993. While the adoption of SFAS 115 did not have, and is not
     expected to have, a material effect on results of operations, Charter
     believes SFAS 115 is likely to result in substantial fluctuations in
     stockholder's equity, as occurred in 1994.  During 1994, principally
     as a result of increases in market interest rates, the unrealized gain
     on investments reported in stockholder's equity at December 31, 1993
     of approximately $33,148,000 (net of deferred taxes) became an
     unrealized loss of approximately $30,003,000  (net of deferred taxes)
     as of December 31, 1994.

     At acquisition, debt and equity securities are classified into one of
     three categories:  held-to-maturity, available for sale, or trading.
     Debt securities categorized as held-to-maturity represent only those
     securities which Charter has both the ability and positive intent to
     hold to maturity, and are carried at amortized cost.  Securities
     categorized as available for sale are carried at market value, with
     the unrealized gains and losses reported net of deferred taxes as a
     separate component of stockholder's equity.  Net unrealized gain
     (loss) on investments available for sale

                                    24
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

1.   Summary of Significant Accounting Policies, continued:

  b. Investments, continued:

     are net of deferred income taxes of approximately ($16,155,000) and
     $17,849,000 at December 31, 1994 and 1993, respectively.  Trading
     securities represent those securities that are bought and held for the
     purpose of selling them in the near term, and are carried at market
     value with the unrealized gains and losses included in earnings.

     Declines in market value below cost which are considered other than
     temporary are charged to results of operations.  During 1993 and 1992,
     Charter provided approximately $153,000 and $2,826,000, respectively,
     to reflect potential losses on such investments. No such write-down
     was made in 1994.

     Carrying values for the following other investments at both December
     31, 1994 and 1993 were as follows:

          Affiliated equity securities       Cost
          Policy loans                       Unpaid principal balance
          Cash equivalents                   Amortized cost

     Gains or losses on sales of investments are determined on a specific
     cost identification basis.

     Short-term investments with a maturity of three months or less when
     purchased are classified as cash equivalents.

  c. Insurance Revenues and Surrender and Other Administrative
     Charges:

     Premiums on property and casualty and health insurance products are
     recognized as revenues over the term of the policy using the daily pro
     rata basis.

     Charter has written several investment oriented insurance products
     (collectively the "IOP products"), principally consisting of single
     premium whole life ("SPWL") products, a variable life ("VL") product,
     variable annuity ("VA") products and a single premium deferred annuity
     ("SPDA") product.  The principal IOP product offered during the three
     year period ended December 31, 1994 was a VA product.  IOP product
     premiums are reflected in a manner similar to a deposit; revenues
     reflect only mortality charges and other amounts assessed against the
     holder of the insurance policies and annuity contracts.  Other life
     premiums are recognized as revenues when due.

                                    25
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

1.   Summary of Significant Accounting Policies, continued:

  c. Insurance Revenues and Surrender and Other Administrative
     Charges, continued:

     Premiums for the VA and VL products are directed by the policyholder
     to be invested generally in a unit investment trust solely for the
     benefit and risk of the policyholder.  Such investments are considered
     a "separate account".  Policyholders' accounts are charged for the
     cost of insurance provided, administrative and certain other charges.

  d. Deferred Policy Acquisition Costs:

     Policy acquisition costs principally consist of direct response
     marketing costs, premium taxes and policy issuance expenses.  Policy
     acquisition costs of ordinary life insurance are deferred and
     amortized over the premium paying period of the related policies in
     proportion to the ratio of annual premium revenue to the total premium
     revenue expected. The assumptions used to estimate the future expected
     premium are consistent with the assumptions used in computing the
     liabilities for future policy benefits.  Policy acquisition costs
     applicable to the property and casualty insurance operations are
     deferred and amortized ratably over the terms of the related policies.

     On a regular basis, Charter reviews the actual experience of its
     products to ascertain the continuing validity of the underlying
     actuarial assumptions and the recoverability of the remaining
     unamortized deferred policy acquisition costs.  If recoverability of
     such costs from future premiums and related investment income is not
     anticipated, the amounts not considered recoverable are charged to
     operations.  During the three years ended December 31, 1994, Charter
     has written-off or reduced deferred policy acquisition costs in
     connection with dispositions of blocks of business or reinvestment of
     proceeds from security sales at the lower prevailing interest rates.

  e. Service Fee Revenue

     Charter has acquired blocks of private passenger automobile assigned
     risk business from other insurance companies.  In addition to the
     premiums paid by policyholders, Charter also receives service fee
     revenue from the insurance company from which the business was
     acquired.  This revenue is recognized as the services are rendered and
     a liability is maintained (in other liabilities) relating to unearned
     fees received in advance of providing the services.

                                    26
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

1.   Summary of Significant Accounting Policies, continued:

  f. Property and Equipment:

     Property and equipment is stated at cost, net of accumulated
     depreciation and amortization.  Depreciation and amortization are
     provided using the straight-line method over the estimated useful
     lives of the assets (2-10 years on furniture and equipment and 30-39
     years on real estate, excluding land).

  g. Separate and Variable Account Assets and Liabilities:

     Separate and variable account assets and liabilities relate to funds
     received from Charter's VL and VA products, the assets and liabilities
     of CPG's and Phlcorp, Inc.'s (a wholly-owned subsidiary of Leucadia)
     non-contributory defined benefit pension plans, and the assets and
     liabilities of CPG's deferred compensation ("401(k)")  plan.  Separate
     and variable account assets and liabilities are carried at fair market
     value.

  h. Liabilities for Future Policy Benefits, Unearned Premiums
     and Policy and Contract Claims:

     Benefit reserves for IOP products are determined following a deposit
     method and consist principally of policy values before any surrender
     charges.   Liabilities for future policy benefits on ordinary life and
     health insurance are generally calculated on a net level premium
     method, using modifications of various industry and company mortality,
     morbidity and withdrawal studies, and interest assumptions
     approximating investment yields existing at the time the policies were
     issued.  Such liabilities include provisions for adverse deviation in
     experience.

     Interest rate assumptions are 4.5% to 8.6% for life and health
     policies, 4.0% to 8.75% for individual annuities and 6.9% for group
     annuities.

     Liabilities for unpaid losses and loss adjustment expenses applicable
     to the property and casualty insurance operations are determined using
     case basis evaluations, statistical analyses for losses incurred but
     not reported and estimates for salvage and subrogation recoverable and
     represent estimates of ultimate net claim costs and loss adjustment
     expenses.  The methods of making such estimates and establishing the
     resulting liabilities are continually reviewed and updated and any
     adjustments resulting therefrom are reflected in operations currently.

     Unearned premiums represent the portion of premium written which is
     applicable to the unexpired terms of policies in force calculated
     principally by the application of the daily earned method.

                                    27
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

1.   Summary of Significant Accounting Policies, continued:

  i. Reinsurance:

     In the normal course of business, Charter seeks to reduce the loss
     that may arise from catastrophes or other events that cause
     unfavorable underwriting results by reinsuring certain levels of risk
     in various areas of exposure with other insurance enterprises or
     reinsurers.  Charter obtained reinsurance for casualty risks in excess
     of $2,000,000 in 1994 and 1993.  Additionally, Charter's property and
     casualty insurance subsidiaries have entered into certain excess of
     loss and catastrophe treaties to protect against certain losses.
     Charter's retention of lower level losses in such treaties was
     $11,000,000 in 1994 and 1993, and $4,000,000 in 1992.  Although
     Charter has completed its 1995 reinsurance program at acceptable upper
     loss limits, it was unable to obtain 1994 levels of deductibility at
     reasonable cost.  Accordingly, Charter's retention of lower level
     losses was increased to $15,000,000.  Charter has also entered into
     reinsurance transactions in connection with dispositions of blocks of
     business.  Reinsurance contracts do not relieve Charter from its
     obligations to policyholders.

     Effective January 1, 1993, Charter adopted Statement of Financial
     Accounting Standards No. 113, "Accounting and Reporting for
     Reinsurance of Short-Duration and Long-Duration Contracts" ("SFAS
     113").  Under SFAS 113, reinsurance recoverables are reported as
     assets rather than the previously accepted practice of netting such
     amounts against related liabilities.  As a result of the adoption of
     SFAS 113, certain assets (principally reinsurance receivables) and
     policy  reserves were each greater by approximately $261,226,000 and
     $412,667,000 at December 31, 1994 and 1993, respectively, representing
     reinsured amounts that, prior to the adoption of SFAS 113, would have
     been deducted from the related asset or liability.  Appropriate
     provisions are made for uncollectible reinsurance receivables.
     Premiums earned and other underwriting expenses are stated net of
     reinsurance in the consolidated statements of income.  The adoption of
     SFAS 113 had no material effect on results of operations.

  j. Pension Plans and Other Postemployment and Postretirement
     Benefits:

     Charter and its subsidiaries sponsor non-contributory trusteed pension
     plans, covering certain employees, which generally provide for
     retirement benefits based on salary and length of service.  The plans
     are funded in amounts sufficient to satisfy minimum ERISA funding
     requirements.

     Certain subsidiaries provide health care and other benefits to certain
     eligible retired employees.  The plans (most of which require employee
     contributions) are unfunded.  Prior to January 1, 1993, the costs of
     such benefits were expensed generally as incurred, although
     liabilities for benefits were recorded in connection with the
     acquisition of CPG.

                                    28
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

1.   Summary of Significant Accounting Policies, continued:

  j. Pension Plans and Other Postemployment and Postretirement
     Benefits, continued:

     Effective January 1, 1993, Charter adopted Statements of Financial
     Accounting Standards Nos. 106, "Employers' Accounting for
     Postretirement Benefits Other Than Pensions" ("SFAS 106"), and 112,
     "Employers' Accounting for Postemployment Benefits" ("SFAS 112"),
     which require accruals for benefits that previously had been expensed
     as incurred.  SFAS 106 and SFAS 112 had no material effect on income
     before cumulative effects of changes in accounting principle for 1993,
     and are not expected to have a material effect on results of future
     operations.  As a result of adoption of  SFAS 112, the cumulative
     effect of such change through January 1, 1993 of ($1,122,000), net of
     income tax benefit of $578,000 was recorded as of the date of adoption
     and was reflected in results of operations as a component of
     "Cumulative effects of changes in accounting principles".

  k. Income Taxes:

     Charter and its non-life insurance subsidiaries file a consolidated
     federal income tax return with Leucadia.  Charter and its non-life
     subsidiaries pay to, or receive from Leucadia the amount of tax it
     would have paid or received as computed on a separate return basis.
     The life insurance subsidiaries file separate federal income tax
     returns.

     Charter provides for income taxes using the liability method.  Under
     the liability method, deferred income taxes are provided at the
     statutorily enacted rates for differences between the tax and
     accounting bases of substantially all assets and liabilities and
     carryforwards.  A valuation allowance is provided if deferred tax
     assets are not considered more likely than not to be realized.
     Effective January 1, 1993, Charter adopted Statement of Financial
     Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
     109").  As a result of adoption of SFAS 109, the cumulative effect of
     such change through January 1, 1993 of $85,399,000 was recorded as of
     the date of adoption and was reflected in results of operations as a
     component of "Cumulative effects of changes in accounting principles".
     Prior to adoption of SFAS 109, the benefit from utilization of tax
     loss carryforwards and future deductions was only recognized when
     utilized and under certain other limited circumstances.   Under SFAS
     109, the future benefit of certain tax loss carryforwards and future
     deductions is recorded as an asset, net of valuation allowance, if
     necessary, and the provisions for income taxes for periods ending
     after December 31, 1992 are not reduced for the benefit from
     utilization of such deductions.  Accordingly, the provisions for
     income taxes for the years ended December 31, 1994 and 1993 are not
     comparable to the provision for income taxes for the year ended
     December 31, 1992.

                                    29
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

2.   Insurance Operations:

  a. Life and Health Insurance:

     The principal life and health insurance products are "Graded Benefit
     Life", "Investment Oriented" and "Medicare Supplement" insurance.

     Graded Benefit Life:  "Graded Benefit Life" is a guaranteed-issue
     product.  These modified-benefit, whole life policies are offered on
     an individual basis primarily to persons age 50 to 80, principally in
     face amounts of $350 to $10,000.

     Investment Oriented Products:  The principal IOP product offered is a
     no-load VA product.  The VA product is marketed as an investment
     vehicle to individuals seeking to defer, for federal income tax
     purposes, the annual increase in their account balance.  Premiums from
     this VA product either are invested at the policyholders' election in
     unaffiliated mutual funds where the policyholder bears the entire
     investment risk or in a fixed account where the funds earn interest
     at rates determined by Charter.  Charter's VA product is currently
     marketed in conjunction with a mutual fund manager.  Previously,
     Charter offered several other IOP products including SPDA, SPWL and VL
     products.  Premiums received on IOP products amounted to approximately
     $108,080,000, $88,312,000 and $68,035,000 for the years ended December
     31, 1994, 1993 and 1992, respectively.

     On June 23, 1993, Charter reinsured substantially all of its existing
     block of SPWL business with a subsidiary of John Hancock Mutual Life
     Insurance Company ("John Hancock").  In connection with the
     transaction, Charter realized a net pre-tax gain of approximately
     $16,700,000 for the year ended December 31, 1993.  Such net pre-tax
     gain consists of net gains on sales of investments sold in connection
     with the transaction (approximately $24,100,000) which are included in
     the caption "Net securities gains (losses)," reduced by a net loss of
     approximately $7,400,000 (principally the write-off of deferred policy
     acquisition costs of approximately $26,900,000 less the premium
     received on the transaction of approximately $19,500,000  which are
     both included in the caption "Amortization of deferred policy
     acquisition costs").  In 1994, Charter received approximately
     $1,458,000, and may receive additional consideration in future years,
     based on the persistence of this block of business.  For financial
     reporting purposes, Charter will continue to reflect the policy
     liabilities assumed by John Hancock (in future policy benefits), with
     an offsetting receivable from John Hancock of the same amount (in
     reinsurance receivable, net), until Charter is relieved of its legal
     obligation to the SPWL policyholders.

                                      30
<PAGE>
          CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

2.   Insurance Operations, continued:

  a. Life and Health Insurance, continued:

     As of December 31, 1994 and 1993, approximately $179,452,000 and
     $322,351,000, respectively, of Charter's future policy benefits (net
     of policy loans) related to ceded SPWL business for which Charter is
     not relieved of its legal obligation to its policyholders.  Excluded
     from Charter's policy reserves at December 31, 1994 and 1993 is
     approximately $349,081,000 and $200,096,000, respectively, in reserves
     related to SPWL business for which the legal liability to the
     policyholders has been transferred to John Hancock.

     During the three years ended December 31, 1994, Charter sold, at
     gains, substantial amounts of investments, including dispositions in
     connection with the transfer of blocks of business, and, in certain
     cases, reinvested proceeds at the lower prevailing interest rates.
     Since certain of these rates were lower than had previously been
     expected on certain fixed rate annuity policies, Charter provided
     additional reserves of approximately $850,000  in 1994,  $6,800,000 in
     1993 and $2,700,000 in 1992.  In addition, because of the lower
     anticipated investment earnings, Charter also recalculated deferred
     policy acquisition costs and provided additional amounts for
     amortization of deferred policy acquisition costs of $2,100,000 in
     1992.

     Medicare Supplement:  Charter, through certain subsidiaries, offers
     health insurance products primarily designed to supplement medicare
     benefits for the older population on an underwritten guaranteed
     renewable basis.

  b. Property and Casualty Insurance:

     The principal property and casualty business is providing private
     passenger automobile and homeowners insurance coverage to the age
     50-and-over population.  Charter expects to continue this emphasis.
     CPG also previously wrote certain commercial property and casualty
     insurance.
                                        31
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                     
                                     
3.   Investments:

  Net investment income was as follows for the years ended December 31,
  1994, 1993 and 1992, in thousands of dollars:

                                         1994     1993       1992
   Interest income:
     Bonds and short-term
        investments                   $104,091  $124,582  $185,943
     Policy loans                          962     3,521     5,662
     Other long-term investments         1,167     2,131       269
   Dividends and other (1)               5,148     4,782     5,751

   Total investment income             111,368   135,016   197,625
   Less:   Investment expenses           3,663     4,591     7,260

   Net investment income              $107,705  $130,425  $190,365

(1)Includes dividends on the 10% cumulative preferred stock of Leucadia
Financial Corporation ("LFC"), an affiliate, of $4,000,000, $4,000,000 and
$1,089,000 in 1994, 1993 and 1992, respectively.

                                    32
<PAGE>
<TABLE>
           CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

3. Investments, continued:

The cost (amortized for bonds), gross unrealized gains and losses and estimated fair 
value of investments classified as available for sale and held to maturity at December 31,
1994 and 1993 were as follows, in thousands of dollars:
<CAPTION>
                                                                    Gross      Gross     Estimated
                                                                  Unrealized Unrealized    Fair
                          1994                           Cost       Gains      Losses      Value
<S>                                                   <C>            <C>       <C>      <C>
Available for sale:
 Bonds and notes:
  U. S. Government agencies and authorities             $746,120     $1,623    $21,504    $726,239
  States, municipalities and political subdivisions       91,892         63        771      91,184
  Foreign governments                                      3,090                   181       2,909
  Public utilities                                        75,647        123      2,705      73,065
  Other corporate debt                                   285,136      1,102      8,607     277,631
  Mortgage-backed securities                             388,667        415     16,807     372,275
  Total fixed maturities                               1,590,552      3,326     50,575   1,543,303

 Equity securities - preferred stock-unaffiliated          1,418      1,067         18       2,467
Total investments available for sale                  $1,591,970     $4,393    $50,593  $1,545,770

Held to maturity:
 Bonds and notes:
  U. S. Government agencies and authorities              $26,213        $32     $1,532     $24,713
  States, municipalities and political subdivisions          343         10                    353
  Other corporate debt                                       905                               905
Total investments held to maturity                       $27,461        $42     $1,532     $25,971
</TABLE>
                                    33
<PAGE>
<TABLE>
        CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued


3. Investments, continued:
<CAPTION>
                                                                    Gross      Gross     Estimated
                                                                  Unrealized Unrealized    Fair
                          1993                           Cost       Gains      Losses      Value
<S>                                                   <C>           <C>         <C>     <C>
Available for sale:
 Bonds and notes:
  U. S. Government agencies and authorities             $670,797    $21,150       $978    $690,969
  States, municipalities and political subdivisions       68,158        891         66      68,983
  Foreign governments                                      9,240        498                  9,738
  Public utilities                                       102,292      4,179        319     106,152
  Other corporate debt                                   242,153     15,408        436     257,125
  Mortgage-backed securities                             445,401     10,199        737     454,863
 Preferred stock (non-equity)                                267          2          2         267
  Total fixed maturities                               1,538,308     52,327      2,538   1,588,097

 Equity securities - preferred stock-unaffiliated          2,712      1,151         33       3,830
Total investments available for sale                  $1,541,020    $53,478     $2,571  $1,591,927

Held to maturity:
 Bonds and notes:
  U. S. Government agencies and authorities              $38,956     $1,598        $47     $40,507
  States, municipalities and political subdivisions          515         45                    560
  Other corporate debt                                        30                                30
Total investments held to maturity                       $39,501     $1,643        $47     $41,097
</TABLE>

                                   33a
<PAGE>
<TABLE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued


3. Investments, continued:

The amortized cost and estimated fair  value of investments classified as available for
sale and held to maturity at December 31, 1994, by contractual maturity are shown below, in
thousands of dollars.  Expected maturities are likely to differ from contractual maturities
because borrowers may have the right to call or prepay obligations with or without call or
prepayment penalties.
<CAPTION>
                                            Available for Sale        Held to Maturity
                                                          Estimated                Estimated
                                             Amortized      Fair      Amortized      Fair
                                               Cost         Value        Cost        Value
<S>                                         <C>          <C>            <C>          <C>
 Due in one year or less                      $147,941     $147,978        $302         $306
 Due after one year through five years         862,101      838,291      20,594       19,610
 Due after five years through ten years         72,145       67,656       4,472        3,948
 Due after ten years                           119,698      117,103       2,093        2,107
                                             1,201,885    1,171,028      27,461       25,971

 Mortgage-backed securities                    388,667      372,275

 Total                                      $1,590,552   $1,543,303     $27,461      $25,971
</TABLE>

                                    34
<PAGE>
          CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

3. Investments, continued:

   Certain information with respect to trading securities at December 31, 1994 
   and 1993 is as follows, in thousands of dollars:

                                           Amortized      Fair       Carrying
                                             Cost         Value        Value
   1994
   Fixed maturities - 
      Corporate bonds and notes              $37,478      $37,961      $37,961

   Equity securities - 
      Preferred stocks                        13,750       13,532       13,532

   Options                                       144          168          168

   Total trading securities                  $51,372      $51,661      $51,661

   1993
   Fixed maturities - 
      Corporate bonds and notes              $25,029      $26,172      $26,172

   Equity securities - 
      Preferred stocks                        13,337       13,901       13,901

   Options                                       328          290          290

   Total trading securities                  $38,694      $40,363      $40,363

   At December 31, 1994 and 1993, Charter did not hold investments in 
   securities of a single issuer which exceeded, in the aggregate, 10% of 
   Charter's stockholder's equity at that date.

                                    34a
<PAGE>
          CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

3.  Investments, continued:

  Net securities gains (losses) reflected in the accompanying consolidated
  statements of income for the years ended December 31, 1994, 1993 and
  1992 were as follows, in thousands of dollars:

                                           1994      1993     1992

          Fixed Maturities              ($4,966)  $42,446   $42,464
          Equity Securities                 314         1      (243)
          Other                            (216)      441        57
          Net unrealized loss on
             trading securities            (424)      422)

          Net securities gains (losses) ($5,292)   $42,466  $42,278

     Gross gains and losses on sale of fixed maturities were approximately
     $9,887,000 and $14,853,000, respectively, in 1994, $45,156,000 and
     $2,710,000, respectively, in 1993, and $49,580,000 and $7,116,000,
     respectively, in 1992.

4.   Reinsurance:

     In addition to the reinsurance transactions related to the SPWL  block
     of business discussed in Note 2 above, Charter enters into various
     reinsurance agreements to limit its exposure to loss on any single
     insured and to reduce the loss in the event of catastrophes.
     Reinsurance does not relieve Charter from its obligation to
     policyholders.  Failure of reinsurers to honor their obligations could
     result in losses to Charter; consequently, allowances are established
     for amounts receivable from reinsurers which are deemed uncollectible.
     Charter evaluates the financial condition of its reinsurers and
     monitors concentrations of credit risks arising from similar
     geographic regions, activities or economic characteristics of the
     reinsurers to minimize its exposure to significant losses from
     reinsurer insolvencies.

                                    35
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

4.   Reinsurance, continued:

     The effect of reinsurance on property and casualty premiums written
     and earned for the years ended December 31, 1994 and 1993,
     respectively,  are as follows, in thousands of dollars:

                                1994                 1993
                        Written    Earned     Written    Earned

     Direct             $451,840   $434,245   $466,611   $433,698
     Assumed              28,577     29,764     33,884     33,122
     Ceded               (16,572)   (16,987)   (13,007)   (14,173)

     Net premiums       $463,845   $447,022   $487,488   $452,647


 The effect of reinsurance on life and health premiums for the years ended
 December 31, 1994 and 1993 are as follows, in thousands of dollars:

                                       1994       1993
     Direct premiums (net of
       surrender and other
       administrative charges
       of $3,559 and $2,966)         $169,885  $181,502
     Reinsurance assumed                1,127    (1,592)
     Reinsurance ceded                 (2,167)   (1,855)

     Net premiums                    $168,845  $178,055

Life insurance in force ceded to other carriers amounted to approximately
$271,019,000 and $622,956,000 at December 31, 1994 and 1993, respectively.
This represented approximately 12% and 23% of the total amount in force at
those dates.

Premiums ceded to other carriers were approximately $67,406,000 for the
year ended December 31, 1992.

                                    36
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

4.   Reinsurance, continued:

 The effect of reinsurance on policyholder benefits for the years ended
 December 31, 1994 and 1993 are as follows, in thousands of dollars:

                                     1994           1993

     Direct                       $487,810       $495,743
     Assumed                        38,891         21,688
     Ceded                         (26,119)       (11,877)

     Net policyholder benefits    $500,582       $505,554

 Reinsurance receivables are net of allowance for doubtful accounts of
 approximately $4,046,000 and $83,825,000 at December 31, 1994 and 1993,
 respectively.  The decrease in the allowance from 1993 principally
 reflects the write-off of reinsurance receivables that had been fully
 reserved.  As discussed in Note 2, at December 31, 1994 and 1993,
 reinsurance receivables, net includes approximately $179,452,000 and
 $322,351,000, respectively,  due from a subsidiary of John Hancock.

5.   Premiums and Other Receivables, Net:

     A summary of premiums and other receivables, net at December 31, 1994
     and 1993 is as follows, in thousands of dollars:

                                             1994        1993

       Uncollected premiums               $104,879    $95,002
       Amounts due on sale of securities     5,799        693
       Amounts due from affiliates           3,360      2,666
       Auto loans (net of allowance
          for doubtful accounts of $809)    12,674
       Other                                    66        577

       Total premiums and other
           receivables, net                $126,778   $98,938

                                    37
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

6.   Prepaids and Other Assets:

     A summary of prepaids and other assets at December 31, 1994 and 1993
     is as follows, in thousands of dollars:

                                              1994       1993

       Prepaid reinsurance premiums         $ 3,756      $197
       Prepaid expenses                       2,259     1,415
       Equity in pools and associations      13,004    21,517
       Investment in associated companies     4,076     4,142
       Segregated account assets              8,674
       Other                                     21       338

       Total prepaids and other assets      $31,790   $27,609

7.    Property and Equipment, Net:

     At December 31, 1994 and 1993, property and equipment consisted of the
     following, in thousands of dollars:

                                              1994      1993

       Furniture, fixtures, equipment and
          leasehold improvements, at cost   $10,956    $5,091
       Land and buildings                    12,033

       Subtotal                              22,989     5,091

       Less:  Accumulated depreciation and
          amortization                        3,480     1,755

       Total property and equipment, net    $19,509    $3,336

     During 1994, in separate transactions, Charter acquired two properties
     with combined space of approximately 230,000 square feet to be used in
     its insurance operations.

     During 1993, Charter sold an office building which had a cost basis
     and accumulated depreciation at the time of sale of approximately
     $4,168,000 and $1,016,000, respectively.  Charter recognized a loss of
     approximately $1,130,000 on the sale, which is included in
     administrative and general expense.

                                    38
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

8.   Income Taxes:

     The principal components of the deferred tax asset at December 31,
     1994 and 1993, are as follows, in thousands of dollars:

                                              1994      1993

       Insurance reserves and unearned
           premiums                       $ 52,844   $60,566
       Unrealized (gain) loss on
           investments                      20,305   (18,176)
       Other accrued liabilities            13,723    13,388
       Employee benefits and compensation    6,913     7,253
       Policy acquisition costs              7,428    12,127
       Prepaid tax on intercompany
           security gains                    2,280     4,088
       Other, net                            7,535     9,109

       Total deferred tax asset           $111,028   $88,355

     Charter believes it is more likely than not that the recorded deferred
     tax asset will be realized; such realization will principally result
     from taxable income generated by future operations.

     The table below reconciles the "expected" statutory federal income tax
     to the actual income tax expense, in thousands of dollars:

                                             1994      1993      1992

       "Expected" federal income tax      $31,697   $43,751   $38,570
       State income taxes                     147       732       (16)
       Non-taxable interest income on
           state and municipal bonds       (1,141)     (147)      (87)
       Dividends received deduction        (1,486)   (1,450)     (389)
       Tax (benefit) applicable to
           prior years                     (3,773)   (2,825)      177
       Net operating losses (utilized)     (3,068)   (1,945)   (3,826)
       Deductions resulting from the
           CPG acquisition                                     (5,100)
       Effects of changes in federal
           tax rates                                 (2,629)
       Other                                  712    (1,668)      421

       Total provision for income taxes    $23,088  $33,819   $29,750


     The provisions for income taxes for 1994 and 1993 were calculated
     under SFAS 109.  Accordingly, the provisions for 1994 and 1993 are not
     comparable to the provision for 1992.

                                    39
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

8.   Income Taxes, continued:

     Charter had taxes due (to) from affiliates of approximately
     ($4,724,000) and $3,225,000 at December 31, 1994 and 1993,
     respectively.

     At December 31, 1994, the Company had loss carryforwards for income
     tax purposes totaling approximately $10,587,000 which expire as
     follows:  $113,000 in 1995, $2,203,000 in 1996, $679,000 in 1999 and
     $4,292,000 in 2005, and $3,300,000 in 2008.

     Under prior law, Charter National Life Insurance Company (on a parent
     company only basis) had accumulated approximately $15,447,000 of
     special federal income tax deductions allowed life insurance companies
     as of December 31, 1994 and the CPG life insurance subsidiaries had
     accumulated approximately $161,000,000 of such special deductions.
     Under certain conditions, such amounts could become taxable in future
     periods.  Except with respect to amounts applicable to CPG's life
     insurance subsidiaries, for which the Seller has assumed such
     liability contractually, Charter does not anticipate any transactions
     occurring which would cause these amounts to become taxable.  In
     connection with the Internal Revenue Service's ("IRS") examination of
     certain pre-acquisition tax returns of the CPG life insurance
     companies, the IRS had asserted that approximately $93,025,000 of
     special federal income tax deductions allowed life insurance companies
     should have been reflected in taxable income in 1986, which would
     result in a tax (exclusive of interest and penalties) of approximately
     $42,792,000.  Recently the IRS notified the life subsidiaries that it
     will not pursue this issue for the 1986 tax year; however, the IRS has
     indicated that it may pursue this issue for the 1988 and 1989 tax
     years.  As noted above, the Seller is contractually liable for any
     such taxes (including interest and penalties) which may be assessed.
     To date, no formal assessment has been made.

                                    40
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued


9.   Accounts Payable and Accrued Expenses, and Other Liabilities:

     A summary of accounts payable and accrued expenses, and other
     liabilities at December 31, 1994 and 1993 is as follows, in thousands
     of dollars:

                                                  1994         1993
       Accounts payable and accrued expenses:
           Drafts payable                         $10,663    $15,398
           Taxes other than income                 10,680     12,666
           Guarantee association assessments        8,143      7,060
           Accrued compensation, severance,
                and other employee benefits        13,261      9,188
           Commissions                              1,010      4,007
           Pension liability                        4,608      1,458
           Payables related to securities          41,709     28,592
           Other                                   10,577     11,269

           Total accounts payable and
                accrued expenses                 $100,651    $89,638

       Other liabilities:
           Lease obligations                       $9,909    $12,783
           Revolving credit note due to Leucadia   25,500     25,500
           Liability for postretirement and
               postemployment benefits              7,955      9,244
           Premiums received in advance             5,300      6,032
           Unclaimed funds                          2,212      3,032
           Reserve for future solicitation
               expenses                            28,833     33,094
           Due to affiliates                        9,131        712
           Unearned service fee income             14,398      2,541
           Capital leases                           3,682      3,328
          Other                                    9,349      8,594

           Total other liabilities               $116,269  $ 104,860

                                    41
<PAGE>
          CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

10.Pension Plans and Other Postemployment and Postretirement Benefits:

   CPG  and  its  subsidiaries  participate  in  a  non-contributory 
   defined benefit pension plan covering substantially all employees.
   Plan benefits are generally based on years of service and employees'
   compensation during the last years of employment.  CPG's policy is to
   fund the pension cost calculated under the unit credit funding method
   provided that this amount is at least equal to the Employee Retirement
   Income Security Act minimum funding requirements and is not greater
   than the maximum tax deductible amount for the year. 

   CPG's pension expense charged to operations for the years ended
   December 31, 1994 and 1993 included the following components, in
   thousands of dollars:
                                         1994          1993        1992
   Service cost                          $2,965       $2,438      $2,798
   Interest cost                          3,902        3,429       3,343
   Actual return on plan assets           1,526       (4,807)     (2,033)
   Net amortization and deferral         (5,244)         932      (1,704)

   Net pension expense                   $3,149       $1,992      $2,404

   The funded status of the defined benefit pension plan at December 31,
   1994 and 1993 was as follows, in thousands of dollars:
                                                       1994        1993
   Actuarial present value of 
    accumulated benefit obligation:
        Vested                                       $40,209     $43,073
        Nonvested                                        873         997
        Total                                        $41,082     $44,070

   Projected benefit obligation                      $51,386     $55,389
   Plan assets at fair value                          51,116      55,435
   Funded status of plan                                (270)         46
   Unrecognized prior service cost                     3,550         682
   Unrecognized net gain from experience
        differences and assumption changes            (7,888)     (2,186)

   Accrued pension liability                         ($4,608)    ($1,458)

   The projected benefit obligation at December 31, 1994 and 1993  was 
   determined using an assumed discount rate of 8.0% and  7.0%, 
   respectively, a long-term rate of return on plan assets of 7.5%, and
   a salary increase rate of 5.0% and 5.5%, respectively.  Plan assets
   consist primarily of fixed income securities.

                                    42
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

10.  Pension Plans and Other Postemployment and Postretirement Benefits,
continued:

          Substantially all of the employees of Charter National Life
       Insurance Company participate in a defined contribution retirement
       plan.  Contributions to the plan are funded as incurred and are
       based on years of service and eligible employee compensation.  In
       addition, Charter participates in certain deferred compensation
       (401(k)) plans.  Expenses related to the defined contribution
       retirement and 401(k) plans were approximately $931,000, $996,000
       and $1,054,000  for the years ended December 31, 1994, 1993 and
       1992, respectively.  The defined contribution retirement plan was
       merged into the 401(k) plan as of December 31, 1994.  Charter
       National Life Insurance Company employees will participate in the
       defined benefit pension plan as of January 1, 1995.

          Charter provides health care and other benefits to certain
       eligible retired employees.  The plans (most of which require
       employee contributions) are unfunded.  The costs of such benefits
       prior to January 1, 1993 were generally expensed as incurred,
       although liabilities for benefits were recorded in connection with
       the acquisition of CPG. SFAS 106 and SFAS 112 require companies to
       accrue the cost of providing certain postretirement and
       postemployment benefits during the employees' period of service.
       Amounts charged to expense related to such benefits were
       approximately $489,000 in 1994, $535,000 in 1993 and $500,000 in
       1992, and consisted primarily of interest on the liabilities.

          The accumulated postretirement benefit obligation at December
       31, 1994 and 1993, is as follows, in thousands of dollars:
                                            1994       1993

       Retirees                            $ 5,124    $5,694
       Fully eligible active plan
          participants                       1,526     1,544

       Accumulated postretirement
          benefit obligation               $ 6,650    $7,238

         The discount rate used in determining the accumulated
       postretirement benefit obligation was 8% and 7% at December 31,
       1994 and 1993, respectively.  The assumed health care cost trend
       rate used in measuring the accumulated postretirement benefit
       obligation was 10% and 11% for 1994 and 1993, respectively,
       declining to an ultimate rate of 6% by 2006.

       If the health care cost trend rate were increased by 1%, the
       accumulated postretirement obligation as of December 31, 1994 and
       1993 would have increased by approximately $614,000 and $627,000,
       respectively.  The effect of this change on the aggregate of
       service and interest cost for 1994 and 1993 would be immaterial.

                                    43
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

11.  Leases:

         Charter rents office space and office equipment under non-
       cancelable operating leases with terms generally varying from one
       to seven years.  Rental expense (net of sublease rental income)
       charged to operations was approximately $7,910,000 in 1994,
       $8,068,000 in 1993 and $8,614,000 in 1992.  In addition, CPG leases
       office equipment under certain capital leases that have a carrying
       value of approximately $2,738,000 as of December 31, 1994.

         Future minimum net rental payments under non-cancelable operating
       leases (exclusive of real estate taxes, maintenance and certain
       other charges) and future minimum lease payments under capital
       leases relating to facilities or equipment under lease in effect at
       December 31, 1994 were as follows, in thousands of dollars:

                                  Future    Sublease     Net      Capital
                                  Rental     Rental   Operating    Lease
                                 Payments    Income    Leases     Payments

          1995                   $13,050     $4,362    $8,688    $1,007
          1996                     6,259      1,172     5,087       842
          1997                     2,347                2,347       688
          1998                     2,234                2,234       648
          1999                     2,127                2,127       497
          Thereafter                 674                  674

          Total minimum lease
              payments           $26,691     $5,534   $21,157     3,682

          Less:  Amounts
               representing interest                                367

          Present value of net
               minimum capital lease payments                    $3,315

       As part of the CPG purchase price allocation, certain amounts have
       been reserved for excess lease commitments.  At December 31, 1994
       and 1993, reserves established for excess lease commitments were
       approximately $9,909,000 and $12,783,000, respectively.

                                    44
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

12.  Commitments and Contingencies:

       Charter is subject to various litigation which arises in the normal
       course of its business.  Based on discussions with counsel,
       Management is of the opinion that such litigation will have no
       material adverse effect on the consolidated financial position of
       Charter or its consolidated results of operations.

       Charter National Life Insurance Company and its insurance
       subsidiaries are members of state insurance funds which provide
       certain protection  to policyholders of insolvent insurers doing
       business in those states.  Due to insolvencies of certain insurers
       in recent years, Charter has been assessed certain amounts and is
       likely to be assessed additional amounts by the state insurance
       funds.  Charter has provided for all anticipated assessments and
       does not expect any additional assessments to have a material
       effect on results of operations.

       CPG's property and casualty insurance subsidiaries are subject to a
       rate "roll-back" refund on California insurance premiums for
       certain pre-acquisition years.  In November 1994, a rollback
       liability order was received by the subsidiaries requiring them to
       refund approximately $35,300,000, plus $21,700,000 of interest.
       The subsidiaries disagree with the calculation of this assessment
       and are in discussions with the California Department of Insurance.
       The subsidiaries have filed a request for a formal hearing should
       informal discussions fail to come to a satisfactory conclusion.
       Charter believes that the ultimate resolution of this matter will
       not have a material adverse effect on its financial condition or
       results of operations and will not exceed reserves established in
       prior years.

       In addition, New Jersey's insurance laws require all automobile
       insurers to share in the losses of the successor (the "MTF") to its
       insurance pool for high risk drivers (the "JUA"), based on their
       depopulation share of the JUA, as set by New Jersey.  The
       subsidiaries paid approximately $5,293,000 to the MTF in 1994,
       relieving them of any further obligation in this matter.

                                    45
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

13.    Segment Information:

       Certain information concerning Charter's operations is presented in
       the following table for the years ended December 31, 1994, 1993 and
       1992, in thousands of dollars:

                                          1994        1993        1992
         Total revenues:
         Life and health insurance    $ 228,578    $ 287,528  $ 390,382
         Property and casualty
            insurance                   509,774      521,802    533,964

         Total revenues               $ 738,352    $ 809,330  $ 924,346

       Income before income taxes and
       cumulative effects of changes
       in accounting principles:
         Life and health insurance    $  23,057    $  27,130  $  43,734
         Property and casualty
            insurance                    67,506       97,873     69,706

         Total income before income
            taxes and cumulative
            effects of changes in
            accounting principles     $  90,563     $125,003  $ 113,440

       Identifiable assets employed:
         Life and health insurance   $1,607,987   $1,684,347 $1,875,091
         Property and casualty
            insurance                 1,286,271    1,308,691  1,094,762

         Total assets                $2,894,258   $2,993,038 $2,969,853


14.    Related Party Transactions:

  Charter incurred expenses for various management services and operating
  expenses incurred on its behalf by Leucadia and other affiliated
  companies.  In a similar manner, Charter was reimbursed for salaries and
  other expenses incurred for the benefit of Leucadia and other
  affiliates.  Net incurred expenses for the years ended December 31,
  1994, 1993 and 1992 were approximately $45,000, $53,000 and $301,000,
  respectively .

  Charter has general service and expense reimbursement agreements with
  Leucadia.  Under the terms of the agreements, Leucadia provides certain
  services for the benefit of Charter.  These services include general
  legal advice and services, review and development of marketing
  strategies, accounting

                                    46
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

14.    Related Party Transactions, continued:

  services, and strategic planning and investigation of proposed business
  acquisitions.  Expenses incurred were approximately $4,121,000,
  $4,367,000 and $4,826,000 for the years ended December 31, 1994, 1993
  and 1992, respectively.

  In addition, Charter has entered into agreements with Leucadia whereby
  Leucadia provides certain investment advisory services related to the
  management of the investment portfolio.  Expenses incurred were
  approximately $2,444,000, $3,042,000 and $3,743,000 for the years ended
  December 31, 1994, 1993 and 1992, respectively.

  During 1994, Charter provided administrative services to affiliated
  property and casualty companies, for which it received approximately
  $301,000.

  During 1993, Charter used certain affiliated property and casualty
  insurance companies for the purpose of providing administrative
  services, including processing, underwriting and collection activities
  for small blocks of private passenger automobile and commercial
  automobile assigned risk business.  Expenses incurred in 1993 were
  approximately  $315,000.

  From time to time, Charter acquired various short-term investments of
  its affiliates.  Net investment income earned on such transactions was
  approximately $3,000 and $1,096,000 for the years ended December 31,
  1993 and 1992, respectively.  Charter had no such investments during
  1994.

  During 1992, Charter issued a variable rate revolving credit note to
  Leucadia for $33,000,000.  The outstanding principal balance on the note
  was $25,500,000  at December 31, 1994 and 1993.  Interest expense
  incurred as a result of the note was approximately $1,212,000,
  $1,245,000 and $393,000 for the years ended December 31, 1994, 1993 and
  1992, respectively.

  On August 15, 1991, Charter, in exchange for a cash payment of
  approximately $25,332,000 (representing the purchase price of CPG in
  excess of $100,000,000), issued a 10% surplus note to Leucadia for
  $130,000,000.  The terms of the note provided for interest of 10% per
  annum on the outstanding principal with a maturity date of August 15,
  2001.  The surplus note was recorded at its fair value of approximately
  $25,332,000.

                                    47
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

14.    Related Party Transactions, continued:

  Effective July 31, 1992, with the approval of the Missouri Department of
  Insurance, the $130,000,000 surplus note (the "old note") was replaced
  with a $25,000,000 surplus note (the "new note").  The terms of the new
  note provide for interest of 7.75% per annum on the outstanding
  principal and interest,  with a maturity date of July 31, 2004.  Charter
  recorded the new note at  its  face  value  of  $25,000,000  and  paid
  accumulated  interest  on  the  old  note  of approximately $12,458,000
  to Leucadia in 1992.  In 1994, the Company paid interest on the new note
  of approximately $5,046,000, representing all accrued interest through
  December 31, 1994.  Payments of both principal and interest on the new
  note are subject to the approval of the Missouri Department of
  Insurance.  At December 31, 1993, accumulated unpaid interest on the new
  note was approximately  $2,846,000.  Related interest charged to
  operations in 1994, 1993, and 1992 was approximately $2,200,000,
  $2,039,000 and $8,015,000, respectively.

  On September 16, 1991, Charter issued a surplus note to Leucadia, Inc.,
  for $40,000,000, in exchange for a cash payment of $40,000,000.  The
  terms of the note provide for interest of 10% per annum on the
  outstanding principal.  The maturity date of the note is September 16,
  2001.  Charter made a partial principal repayment of $19,000,000, and
  paid accumulated interest of approximately $9,164,000 in 1994.  Related
  interest expense charged to operations  was approximately $2,258,000,
  $4,000,000 and $4,000,000 in 1994, 1993 and 1992, respectively.  At
  December, 31, 1994 and 1993, accumulated unpaid interest was
  approximately $1,925,000  and $9,164,000, respectively.

  On September 29, 1992, Charter exchanged 100% of the common stock of its
  wholly-owned subsidiary, Colonial Penn Capital Corporation ("CPCC"), for
  $40,000,000 of preferred stock of LFC. Prior to 1991, CPCC provided all
  of the marketing services for the CPG insurance companies.  Under
  marketing agreements, the CPG insurance companies will continue to pay
  renewal commissions to CPCC until the business fails to renew.  Charter
  paid renewal commissions to CPCC of approximately $15,753,000,
  $16,866,000, and $4,298,000 in 1994, 1993 and 1992, respectively.  The
  gain on the sale of CPCC of approximately $39,677,000 was deferred as a
  credit to other liabilities in 1992.  Charter is amortizing the gain
  through credits to administrative and general expenses in relation to
  expected future renewal commission expenses.  Amortization of the
  deferred gain was approximately $4,261,000, $4,797,000, and $1,786,000
  for 1994, 1993 and 1992, respectively.

  During 1994, Charter purchased installment loans totalling $18,550,000
  from American Investment Bank, an affiliate, and paid related service
  fees of $396,000.

                                    48
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

14.    Related Party Transactions, continued:

  On June 30, 1994, Colonial Penn Franklin Insurance Company, an indirect
  subsidiary of Charter, purchased 100% of the common stock of Colonial
  Penn Madison from WMAC Investment for approximately $59,350,000, the
  estimated fair market value of the net assets of Colonial Penn Madison
  at the time of acquisition.  The purchase price consisted of
  approximately $51,295,000 of cash and investments plus $8,055,000,
  representing the value of the residual equity in a segregated account of
  Colonial Penn Madison.  This acquisition has been accounted for under
  the purchase method of accounting.

15.    Fair Value of Financial Instruments:

  The following table presents fair value information about certain
  financial instruments, whether or not recognized on the balance sheet.
  Where quoted market prices are not available, fair values are based on
  estimates using present value or other valuation techniques.  Those
  techniques are significantly affected by the assumptions used, including
  the discount rate and estimates of future cash flows. The fair value
  amounts presented do not purport to represent and should not be
  considered representative of the underlying "market" or franchise value
  of Charter.

  The methods and assumptions used to estimate the fair values of each
  class of the financial instruments described below are as follows:

          (a)  Investments:  The estimated fair values of fixed maturities
               and marketable equity securities are substantially based on 
               quoted market prices.  It is not practicable to determine the 
               fair value of policyholder loans since such loans generally 
               have no stated maturity, are not separately transferable and 
               are often repaid by reductions to benefits and surrenders.

          (b)  Cash equivalents: The statement value of cash equivalents
               approximates fair value.

          (c)  Separate and variable accounts:  Separate and variable 
               account assets and liabilities are carried at quoted market 
               prices, which is a reasonable estimate of fair value.

          (d)  Investment contract reserves:  SPDA reserves are carried at 
               account value, which is a reasonable estimate of fair value.  
               The fair value of other investment contracts is estimated by 
               discounting the future payments at rates which would 
               currently be offered for contracts with similar terms.

                                    49
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

15.  Fair Value of Financial Instruments, continued:

          (e)  Other liabilities:
               The fair value of capital lease obligations is estimated by
               discounting the future minimum capital lease payments at
               rates which would currently be offered for similar
               contracts.  The fair value of the variable rate revolving
               credit note is estimated to be the carrying value.

          (f)  Surplus notes:
               Principal and interest payments on the surplus notes are
               subject to regulatory approval.  Consequently, the timing
               and certainty of principal and interest payments are not
               determinable.  Therefore, the fair value of the surplus
               notes is estimated to be the carrying value.

     The carrying amounts and estimated fair values of Charter's financial
     instruments at December 31, 1994 and 1993 are as follows, in thousands
     of dollars:

                                       1994                  1993
                                Carrying    Fair     Carrying      Fair
                                 Amount     Value     Amount       Value
      Financial assets:
       Investments:
          Practicable to
           estimate fair
           value            $1,625,432   $1,623,942  $1,674,089  $1,675,685
          Preferred stocks
           of affiliates        40,000       40,000      40,000      40,000
          Policyholder loans    17,943       17,943      18,138      18,138
       Cash equivalents        154,979      154,979     218,782     218,782
       Separate and variable
          accounts             420,398      420,398     335,357     335,357

     Financial liabilities:
       Investment contract
          reserves              84,606       86,170     105,398     109,597
       Other liabilities:
          Capital lease
            obligations         3,682        3,315       3,328        2,266
          Variable rate
             revolving
             credit note       25,500       25,500      25,500       25,500
       Separate and variable
          accounts            419,355      419,355     334,636      334,636
       Surplus notes           47,925       47,925      77,010       77,010

                                    50
PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

16.  Statutory Information:

         Charter National Life Insurance Company and its insurance
       subsidiaries are subject to regulation based, in part, on an
       accounting basis prescribed by regulatory authorities.

         Charter National Life Insurance Company's statutory assets (on an
       unconsolidated basis) were approximately $731,682,000 and
       $644,018,000 at December 31, 1994 and 1993, respectively, with
       statutory capital and surplus of approximately $335,903,000 and
       $303,986,000 at those dates, respectively.  Charter National Life
       Insurance Company's net statutory gains from operations (on an
       unconsolidated basis) were approximately $8,250,000, $30,954,000
       and $52,313,000  for the years ended December 31, 1994, 1993 and
       1992, respectively.

         Statutory net income (loss) (on an unconsolidated basis) of
       Charter National Life Insurance Company's insurance subsidiaries
       for the years ended December 31, 1994, 1993 and 1992 was as
       follows, in thousands of dollars:
                                             1994      1993      1992

           Property/Casualty subsidiaries  $44,598   $75,148   $24,786
           Life/Health subsidiaries          5,981   (34,585)      541

         Statutory capital and surplus of Charter National Life Insurance
       Company's insurance subsidiaries was as follows, in thousands of
       dollars:
                                                   At December 31,
                                                   1994      1993

           Property/Casualty subsidiaries        $288,738   $297,976
           Life/Health subsidiaries                70,213     74,926

         Certain insurance subsidiaries are owned by other insurance
       subsidiaries.  As a result, in addition to Charter National Life
       Insurance Company's investment in insurance subsidiaries, which
       increased its statutory surplus by approximately $305,848,000 and
       $281,956,000 at December 31, 1994 and 1993, respectively, the
       Property and Casualty subsidiaries' surplus included approximately
       $35,900,000 and $42,251,000 of statutory surplus related to an
       investment in a Life/Health subsidiary.

         Charter had securities on deposit with state insurance
       departments with book values aggregating approximately $27,461,000
       and  $39,501,000  at December 31, 1994 and 1993, respectively.

                                    51
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

16.  Statutory Information, continued:

         Statutory regulations restrict annual stockholder dividends,
       without regulatory approval, to the higher of gain from operations
       or 10% of statutory surplus.  Under this restriction, Charter
       National Life Insurance Company would be permitted to pay
       approximately $33,249,000 in dividends in 1995 without regulatory
       approval.  In conjunction with the acquisition of CPG, Charter
       National Life Insurance Company entered into an agreement with the
       State of California Department of Insurance.  Under the provisions
       of this agreement, Charter National Life Insurance Company will not
       make any distributions to its parent in excess of the lesser of
       cash dividends received from CPG or the statutory earnings of
       Charter National Life Insurance Company which could otherwise be
       legally paid as a dividend without regulatory consent.

17.  Liabilities for Losses and Loss Adjustment Expense:

         The following table summarizes the activity for losses and loss
       adjustment expense for the years ended December 31, 1994, 1993 and
       1992, in thousands of dollars:

                                             1994       1993     1992

       Life and health insurance           $132,987  $163,457  $242,117
       Property and casualty insurance      367,595   342,097   386,389

       Total                               $500,582  $505,554  $628,506

         The liabilities for policy and contract claims at December 31,
       1994 and 1993 are as follows, in thousands of dollars:

                                              1994      1993

       Life and health insurance            $ 25,802   $ 29,804
       Property and casualty insurance       616,576    657,159

       Total                                $642,378   $686,963

                                    52
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

17.  Liabilities for Losses and Loss Adjustment Expense, continued:

     Activity in the liability for unpaid Property and Casualty losses and
     loss adjustment expense (LAE) is summarized as follows, in thousands
     of dollars:
                                              1994      1993       1992
      Liability for losses and LAE
       at beginning of year                $657,159  $750,678   $803,632
        Less reinsurance receivables       (122,014) (168,967)  (145,927)

      Net balance at beginning of year     535,145   581,711    657,705

      Provision for losses and LAE for
       claims occurring in the
       current year                         432,648   419,109    430,570
      Decrease in estimated losses and
       LAE for claims occurring in prior
       years (net of incurred losses on
       reinsurance of $3,331, ($6,792),
       and $2,928 ceded in prior years
       and excluded from the liability
       roll-forward)                        (61,722)  (83,804)   (41,253)

      Total incurred losses and LAE         370,926   335,305    389,317

      Reclass of uncollectible reinsurance
       reserves due to commutations -
       prior years                           15,528

      Losses and LAE payments for claims
       occurring for:
        Current year                        192,072   176,639    182,088
        Prior years                         207,024   205,232    283,223
       NJ MTF deficit assessment from
        prior year reserve                    5,293

      Total paid                            404,389   381,871    465,311

      Net balance at end of year            517,210   535,145    581,711
       Plus reinsurance recoverables         99,366   122,014    168,967

      Liability for losses and LAE at
       end of year                         $616,576  $657,159   $750,678

                                    53
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued


17.  Liabilities for Losses and Loss Adjustment Expense, continued:

      As a result of changes in estimates of insured events in prior
      years, the provisions of losses and LAE decreased by approximately
      $65,053,000, $77,012,000 and $44,181,000 in 1994, 1993 and 1992,
      respectively, because of conservative reserving practices adopted by
      the Company.

                                    54
<PAGE>
                    REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors
Charter National Life Insurance Company:



Our report on the consolidated financial statements of Charter National
Life Insurance Company and Subsidiaries is included on page 18 of this Form
N-4.  In connection with our audits of such consolidated financial
statements, we have also audited the related consolidated financial
statement schedules listed in the index on page 8 of this Form N-4.

In our opinion, the consolidated financial statement schedules referred to
above, when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material respects, the
information required to be included therein.



COOPERS & LYBRAND L.L.P.


2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 10, 1995

                                    55
<PAGE>
<TABLE>
          CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
            SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
       As of and for the years ended December 31, 1994, 1993 and 1992
                         (Dollars in thousands)
<CAPTION>
                       Deferred Policy   Future                Separate and   Policy and
                       Acquisition       Policy     Unearned  Variable Account Contract   Premium
                          Costs         Benefits    Premiums   Liabilities      Claims    Revenue
<S>                        <C>         <C>          <C>            <C>         <C>          <C>
           1994
Life and health
   insurance               $32,286       $863,854    $10,039       $419,355     $25,802     $168,845
Property and casualty
   insurance                13,412                   249,141                    616,576      447,022

   Total                   $45,698       $863,854   $259,180       $419,355    $642,378     $615,867

           1993
Life and health
   insurance               $21,204     $1,013,543    $13,035       $334,636     $29,804     $178,055
Property and casualty
   insurance                 8,284                   230,759                    657,159      452,647

   Total                   $29,488     $1,013,543   $243,794       $334,636    $686,963     $630,702

           1992
Life and health
   insurance               $45,692     $1,408,867    $18,240       $213,492     $31,438     $229,043
Property and casualty
   insurance                 7,419                   194,370                    615,984(a)   456,077

   Total                   $53,111     $1,408,867   $212,610       $213,492    $647,422     $685,120

(a) For 1992, prior to adoption of SFAS 113, the liability is shown net of 
    reinsurance recoverable of $134,694.
</TABLE>
See notes to consolidated financial statements included in this Form N-4.

                                    56
<PAGE>
<TABLE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
           SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
      As of and for the years ended December 31, 1994, 1993 and 1992
                        (Dollars in thousands)
<CAPTION>
                                       Policyholder
                                     Benefits Claims  Amortization
                                        Settlement    of Deferred
                            Net        Expenses and      Policy      Other     Non-Life
                         Investment  Change in Future Acquisition  Operating   Written
                           Income    Policy Benefits     Costs      Expenses   Premium
<S>                        <C>              <C>           <C>       <C>        <C>
           1994
Life and health
   insurance                $55,165         $132,987       $5,257    $59,672    $49,319
Property and casualty
   insurance                 52,540          367,595       20,170     72,222    463,845

   Total                   $107,705         $500,582      $25,427   $131,894   $513,164

           1993
Life and health
   insurance                $74,384         $163,457      $16,910    $82,544    $59,405
Property and casualty
   insurance                 56,041          342,097       16,990     62,546    487,488

   Total                   $130,425         $505,554      $33,900   $145,090   $546,893

           1992
Life and health
   insurance               $123,194         $242,117      $21,064    $79,664   $114,468
Property and casualty
   insurance                 67,171          386,389       10,964     58,380    483,574

   Total                   $190,365         $628,506      $32,028   $138,044   $598,042
</TABLE>
See notes to consolidated financial statements included in this Form N-4.

                                    56a
<PAGE>
          CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                       SCHEDULE IV - REINSURANCE
       As of and for the years ended December 31, 1994, 1993 and 1992
                           (Dollars in thousands)
                                                               Percentage
                                 Ceded    Assumed               of Amount
                     Direct    to Other  from Other     Net      Assumed
                    Business   Companies Companies    Amount     to Net
         1994
Life insurance 
  in force         $2,285,238  $271,019   $161,458  $2,175,677      7.40%

Premium revenue:
  Life insurance     $117,161    $1,484     $1,121    $116,798      0.90%
  Accident and 
  health insurance     52,724       683          6      52,047      0.00%
  Property and
  liability ins.      434,245    16,987     29,764     447,022      6.70%
  Total premium
  revenue            $604,130   $19,154    $30,891    $615,867      5.00%

         1993
Life insurance 
  in force         $2,696,138  $622,955   $191,440  $2,264,623      8.45%

Premium revenue:
  Life insurance     $114,539    $1,084       $143    $113,598      0.12%
  Accident and 
  health insurance     66,963       771     (1,735)     64,457   (2.69)%
  Property and
  liability ins.      433,698    14,173     33,122     452,647      7.32%
  Total premium
  revenue            $615,200   $16,028    $31,530    $630,702      4.98%

         1992
Life insurance 
  in force         $3,513,000   $61,000   $189,000  $3,641,000      5.19%

Premium revenue:
  Life insurance     $113,557   ($1,780)     ($632)   $114,705    (.55)%
  Accident and 
  health insurance     85,783       822     29,377     114,338     25.69%
  Property and
  liability ins.      509,957    68,364     14,484     456,077      3.18%
  Total premium
  revenue            $709,297   $67,406    $43,229    $685,120      6.31%

See notes to consolidated financial statements included in this Form N-4.

                                     57
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
             SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS
          For the years ended December 31, 1994, 1993 and 1992
                         (Dollars in thousands)

                                      Additions
                           Balance at Charged to
                           Beginning  Costs and
                           of Period   Expenses  Recoveries   Other
            1994
Loan receivable of banking
  and lending subsidiaries        $0     $1,408       $596         $0
Trade, notes and other
  receivables                      0          0          0          0

  Total allowance for
  doubtful accounts               $0     $1,408       $596         $0

Reinsurance receivable       $83,825    ($2,799)        $0         $0

            1993
Loan receivable of banking
  and lending subsidiaries        $0         $0         $0         $0
Trade, notes and other
  receivables                      0          0          0          0

  Total allowance for
  doubtful accounts               $0         $0         $0         $0

Reinsurance receivable            $0     $5,753         $0    $78,072 (a)

            1992
Loan receivable of banking
  and lending subsidiaries        $0         $0         $0         $0
Trade, notes and other
  receivables                      0          0          0          0

  Total allowance for
  doubtful accounts               $0         $0         $0         $0

  (a)  Relates to SFAS 113 reclass of beginning balance at
       implementation in 1993.


See notes to consolidated financial statements included in this Form N-4.

                                    58
<PAGE>
        CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
            SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS
          For the years ended December 31, 1994, 1993 and 1992
                       (Dollars in thousands)

                               Deductions

                                               Sale of     Balance at
                               Write offs    Receivables  End of Period
             1994
Loan receivable of banking
   and lending subsidiaries       $1,195              $0          $809
Trade, notes and other
   receivables                         0               0             0

   Total allowance for
   doubtful accounts              $1,195              $0          $809

Reinsurance receivable           $76,980 (b)          $0        $4,046

             1993
Loan receivable of banking
   and lending subsidiaries           $0              $0            $0
Trade, notes and other
   receivables                         0               0             0

   Total allowance for
   doubtful accounts                  $0              $0            $0

Reinsurance receivable                $0              $0       $83,825

             1992
Loan receivable of banking
   and lending subsidiaries           $0              $0            $0
Trade, notes and other
   receivables                         0               0             0

   Total allowance for
   doubtful accounts                  $0              $0            $0

   (b) Principally relates to the write-off of fully reserved
       receivable for unpaid losses.

See notes to consolidated financial statements included in this
   Form N-4.

                                    58a
<PAGE>
         CHARTER NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
            SCHEDULE VI - SUPPLEMENTAL INFORMATION CONCERNING
                PROPERTY  CASUALTY INSURANCE OPERATIONS
           For the years ended December 31, 1994, 1993 and 1992
                         (Dollars in thousands)


                 Discount, if
                 any, Deducted
                 in Reserves for
                 Unpaid Claims    Claims and Claim         Paid Claims
                 and Claim        Adjujstment Expense       and Claim
                 Adjustment       Incurred Related to:     Adjustment
                 Expense          Current year Prior year   Expenses

        1994
Automobile                          $387,544    ($55,050)    $358,841
Commercial                                        (4,219)       4,676
Miscellaneous
   & personal                         45,104      (5,784)      40,872

    Total                 $0        $432,648    ($65,053)    $404,389


        1993
Automobile                          $383,285    ($72,999)    $348,801
Commercial                              (933)      5,284        1,237
Miscellaneous
   & personal                         36,757      (9,297)      31,833

    Total                 $0        $419,109    ($77,012)    $381,871


        1992
Automobile                          $363,534    ($34,154)    $420,438
Commercial                            23,426      (7,889)      10,017
Miscellaneous
   & personal                         43,610      (2,138)      40,201

    Total                 $0        $430,570    ($44,181)    $470,656 (a)

(a)  For 1992, paid claims include ceded special risk payments of $5,345
    that are shown net in the liability roll-forward in Note 17.

See notes to consolidated financial statements included in this Form N-4.

                                      59




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