CHARTER NATIONAL VARIABLE ANNUITY ACCOUNT
485APOS, 1999-02-26
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As filed with the Securities and Exchange Commission on February 26, 1999
                                            Registration Nos. 033-22925
                                                           and 811-5279

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM N-4

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /

                    Pre-Effective Amendment No. _____  / /

                     Post -Effective Amendment No. 18 /x/
                                       And

     REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /

                             Amendment No. 20 /x/

                            CHARTER NATIONAL VARIABLE
                                 ANNUITY ACCOUNT
                           (Exact Name of Registrant)

                     Charter National Life Insurance Company
                               (Name of Depositor)

                 8301 Maryland Avenue, St. Louis, Missouri 63105
              (Address of Depositor's Principal Executive Offices)

        Depositor's Telephone Number, including Area Code: (314) 725-7575

Name and Address of Agent for Service:         Copy  to:
Richard G. Petitt                              Stephen E. Roth, Esq.
Charter National Life Insurance Company        Sutherland Asbill & Brennan LLP
8301 Maryland Avenue                           1275 Pennsylvania Avenue, N.W.
St. Louis, Missouri  63105                     Washington, D.C.  20004-2415

             Approximate Date of Proposed Public Offering:
    As soon as practicable after effectiveness of the Registration
                               Statement
- -----------------------------------------------------------------------


It is proposed that this filing will become  effective:  

    / / immediately upon filing pursuant to paragraph (b) of Rule 485 
    / / on ____________,  pursuant to paragraph (b) of Rule 485 
    / / 60 days after filing pursuant to paragraph (a) of Rule 485 
    /x/ on May 1, 1999, pursuant to paragraph (a) of Rule 485

                 Title of Securities Being Registered:
   Units of Interest in the Separate Account under flexible payment
                               deferred
                      variable annuity contracts.



<PAGE>

                                              

                              Scudder Horizon Plan
                             Prospectus May 1, 1999

              A No-Load Flexible Premium Deferred Variable Annuity
                                   offered by
                    Charter National Life Insurance Company
                                  through the
                   Charter National Variable Annuity Account

The Contract  has 8 funding  choices -- a general  account  (paying a guaranteed
minimum  fixed rate of  interest)  and 7  subaccounts  of the  Charter  National
Variable  Annuity  Account.  Money  you  direct  to  a  subaccount  is  invested
exclusively in a single  portfolio of the Scudder Variable Life Investment Fund.
The 7 mutual  fund  portfolios  we offer  through  the  subaccounts  under  this
Contract are:
                  Scudder Variable Life Investment Fund

                   Money Market Portfolio
                   Bond Portfolio
                   Capital Growth Portfolio
                   Balanced Portfolio
                   Growth and Income Portfolio
                  oInternational Portfolio
                  oGlobal Discovery Portfolio

Variable annuity  contracts  involve certain risks,  including  possible loss of
principal.   

     o    The investment  performance of the portfolios in which the subaccounts
          invest will vary. 

     o    We do not  guarantee  how any of the  portfolios  will  perform.  

     o    The Contract is not a deposit or obligation  of any bank,  and no bank
          endorses or guarantees the contract.

     o    Neither  the U.S.  Government  nor any  Federal  agency  insures  your
          investment in the contract.

Please read this prospectus  carefully  before  investing and keep it for future
reference.  It contains  important  information  about the Scudder  Horizon Plan
variable annuity contract.

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.


To learn  more  about the  contract,  you may want to look at the  Statement  of
Additional  Information  dated May 1, 1999, (the "SAI").  For a free copy of the
SAI, contact us at:

Charter National Life Insurance Co.
8301 Maryland Avenue
St. Louis, Missouri  63105
(800) 242-4402

Charter has filed the SAI with the U.S.  Securities and Exchange Commission (the
"SEC") and has  incorporated  it by reference  into this  prospectus.  The SAI's
table of contents appears at the end of this prospectus.

The SEC  maintains an Internet  website  (http://www.sec.gov)  that contains the
SAI, material incorporated by reference, and other information.


<PAGE>


Table of Contents


Definitions.............................................................   1
Summary.................................................................   4
Fee Table ..............................................................   9
Example  ...............................................................  10
Financial Statements ...................................................  11
Calculation of Yields and Total Returns ................................  12
Other Performance Data  ................................................  13
Charter and the Variable Account .......................................  14
Charter National Life Insurance Company.................................  14
Purchase Agreement with Allstate .......................................  14
Charter National Variable Annuity Account ..............................  14
Services Agreements with Allstate Life Insurance Company ...............  15
Scudder Variable Life Investment Fund ..................................  15
Addition, Deletion, or Substitution of Investments......................  17
The Contract ...........................................................  18
Contract Application and Issuing the Contract...........................  18
Examination Period  ....................................................  19
Return of Premium Plus or Minus Investment Experience ..................  19
Return of Premium ......................................................  20
Payments ...............................................................  20
Initial Payment.........................................................  20
Additional Payments.....................................................  21
Automatic Investment Plan...............................................  21
Limitations on Payments ................................................  21
Allocating Payments  ...................................................  22
Transfers  .............................................................  23
Asset Rebalancing Option ...............................................  23
Dollar Cost Averaging  .................................................  25
Account Value   ........................................................  26
Unit Value   ...........................................................  27
Investment Experience Factor ...........................................  28
Contract Ownership .....................................................  29
Assignment of Contract .................................................  29
State Exceptions .......................................................  30
Access to Your Money ...................................................  31
Full and Partial Surrenders ............................................  31
Systematic Withdrawals..................................................  32
Annuity Payments .......................................................  33
Annuity Income Options .................................................  34
Maturity Date ..........................................................  36
Death Benefit...........................................................  36
Beneficiary Provisions .................................................  37
Death of Owner .........................................................  37
Employment-Related Benefit Plans .......................................  38
Charges and Deductions..................................................  38
Mortality and Expense Risk Charge ......................................  39
Contract Administration Charge .........................................  40
Records Maintenance Charge..............................................  40
Premium Taxes ..........................................................  40
Other Taxes  ...........................................................  41
Transfer Charges .......................................................  41
Portfolio Charges.......................................................  41
Certain Federal Income Tax Consequences ................................  42
Tax Status of the Contract .............................................  42
Taxation of Non-Qualified Contracts.....................................  42
Diversification Requirements............................................  42
Owner Control...........................................................  43
Required Distributions..................................................  43
Non-Natural Person .....................................................  43
Withdrawals  ...........................................................  44
Penalty Tax on Certain Withdrawals......................................  44
Annuity Payments .......................................................  44
Taxation of Death Benefit Proceeds......................................  45
Transfers, Assignments or Exchanges of a Contract ......................  45
Withholding  ...........................................................  45
Multiple Contracts  ....................................................  45
Taxation of Qualified Contracts ........................................  45
Other Tax Issues........................................................  46
Our Income Taxes .......................................................  46
Possible Tax Law Changes ...............................................  47
General Provisions .....................................................  47
The Contract ...........................................................  47
Delay of Payment and Transfers .........................................  48
Contract Expiration ....................................................  48
Misstatement of Age or Sex .............................................  48
Nonparticipating Contract ..............................................  49
Notices and Inquiries...................................................  49
Records and Reports ....................................................  49
Year 2000 Disclosure ...................................................  49
Services Agreement  ....................................................  50
Distribution of the Contract ...........................................  50
The General Account  ...................................................  51
Voting Rights  .........................................................  53
Legal Proceedings ......................................................  54


<PAGE>



Additional Information .................................................  54
Table of Contents for Statement of Additional Information ..............  54
Condensed Financial Information ........................................  A-1





                 This Contract is not available in all states.



<PAGE>





                                                        

Definitions

     account value -- Your  Contract's  total value in the  subaccounts  and the
general account. The Contract refers to account value as "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.  If the annuitant dies before the Maturity Date,
we will pay a death benefit.

     annuity  payments  -- After the  Maturity  Date,  we  promise to pay you an
income in the form of regular fixed annuity payments.  The amount of the annuity
payments  depends on the amount of money you  accumulate in the Contract  before
the Maturity Date and on the annuity income option you choose.

     beneficiary  -- The  person(s)  you select to receive  the  benefits of the
Contract if no Owner is living.

     Contract  Date --The date listed in the  Contract  that we use to determine
Contract years, Contract months, and Contract  anniversaries.  The Contract Date
is usually the same date as the Effective Date.

     death benefit -- An amount we pay if the annuitant dies before the Maturity
Date.  The death benefit is the greater of the account  value or the  Guaranteed
Death Benefit.

     Declaration  Period -- A period of time between 1 and 10 years during which
we will credit  specified  rates of interest  on  payments  you  allocate to the
general account.

     Effective  Date -- A date within two business days after we have received a
completed application and the full initial payment.

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

     general account -- The account  containing all of Charter's  assets,  other
than those held in its separate accounts. Guaranteed Death Benefit -- The sum of
the payments you made, less any partial surrenders.

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

     joint annuitant -- If you select annuity income option 2, you may designate
a joint annuitant.  We will use the joint  annuitant's  life, in addition to the
annuitant's life, 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 we will begin to pay annuity payments if
the annuitant is living.

     monthly anniversary -- The same date in each month as the Contract Date.

     net payment -- A payment less any applicable premium taxes.

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

     Owner (you,  your) -- 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.

     portfolio  -- A  separate  investment  portfolio  of the  Fund  in  which a
subaccount of the Variable Account invests.

     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  issued in  connection  with a retirement
plan that qualifies for special Federal income tax treatment.

     subaccount  --  An  investment  division  of  the  Variable  Account.  Each
subaccount invests  exclusively in a single portfolio of the Fund. Unit Value --
The value of each unit of a subaccount.  It is calculated each Valuation Period.
It is similar to the net asset value of a mutual fund.

     Valuation Date -- Each day on which we value the assets in the subaccounts,
which is each day on which the New York Stock Exchange is open for trading.

     Valuation  Period -- The period that  begins at the close of one  Valuation
Date and ends at the close of the next Valuation Date.

     Variable Account -- Charter National  Variable Annuity Account,  a separate
account  composed of subaccounts  which we established to receive and invest the
portion of net  payments  under the  Contract  that you do not  allocate  to our
general account.


<PAGE>




Summary

     This  summary  answers  certain  basic  questions  you may have  about  the
Contract.  More detailed  information  about the Contract  appears later in this
Prospectus. Please read this Prospectus carefully.

     1.   Why should I purchase this Contract?

     The Contract  provides a way for you to invest on a  tax-deferred  basis in
the subaccounts of the Variable Account and in the general account. The Contract
is designed to enable you to accumulate money for retirement and other long-term
investment purposes.  "Tax-deferred" means that earnings and appreciation on the
assets  in your  Contract  are not taxed  until you take  money out by a full or
partial cash surrender or by annuitizing the Contract, or until we pay the death
benefit.

     2. How can I purchase the Contract?

     You may purchase  the Contract  from us (Charter  National  Life  Insurance
Company)  for  a  minimum  payment  of  $2,500  ($2,000  for  certain  Qualified
Contracts).  We do not deduct a commission  or sales charge from any payment you
make. You may make  additional  payments under the Contract,  subject to certain
conditions.

     3. Can I use this Contract as an IRA?

     Yes, the Contract is available to most  individuals who wish to purchase an
IRA. It is also available to certain  retirement  plans and retirement  accounts
that qualify for special  Federal income tax  treatment.  We require that if you
desire to invest monies that qualify for different  annuity tax treatment,  then
you must purchase separate Contracts.

     4. What annuity benefits are offered under the Contract?

     The Contract  allows you to receive  fixed  annuity  payments  under one of
three annuity  income  options.  Annuity  payments begin after the maturity date
provided the annuitant is living.  The three annuity  income  options  currently
available are: (i) life annuity with installment refund; (ii) joint and survivor
life annuity with installment refund; and (iii) installments for life.

     Other annuity  income  options may be available on the Maturity  Date.  The
dollar  amount of each annuity  payment  will be fixed on the Maturity  Date and
guaranteed by us.

     5. What investments are available under the Contract?

     You may invest your money in any of the following portfolios of the Scudder
Variable Life Investment Fund by directing your payments into the  corresponding
subaccounts:

                   Money Market             o        Bond
                   Capital Growth           o        Balanced
                   Growth and Income        o        International
                   Global Discovery

     Each subaccount  invests in Class A shares of its corresponding  portfolio.
The  assets  of each  portfolio  are held  separately  from the  assets of other
portfolios  and  each has  separate  investment  objectives  and  policies.  The
attached  prospectus for the Fund more fully describes the  portfolios.  Scudder
Kemper Investments Inc. is the investment adviser for the portfolios.

     Your  investment  in the  subaccounts  will  fluctuate  daily  based on the
investment  results of the  portfolios in which you invest,  and on the fees and
charges  deducted.  You bear the  investment  risk for amounts you invest in the
subaccounts.

     6. What fixed rate options are available under the Contract?

     You may allocate funds to the general  account and receive a specified rate
of  return.  We will  credit  interest  to your  payments  for the length of the
Declaration  Period you choose at a  guaranteed  rate we specify in advance.  We
offer  Declaration  Periods  of 1 and 3  years.  At the  end of the  Declaration
Period, you have the option to move funds into any available  subaccount or into
another  Declaration  Period that has a new  specified  rate of interest that we
guarantee will be no less than 3.5%.

     We guarantee interest, as well as principal, on money placed in the general
account.

     7. What is the purpose of the Variable Account?

     We established the Variable Account to invest the payments we receive under
our variable annuities, including this Contract. The Variable Account is divided
into  subaccounts.  Each  subaccount  invests  exclusively in a portfolio of the
Fund. Under Missouri law, the assets in the Variable Account associated with the
Contract are not affected by, nor chargeable  with,  liabilities  arising out of
any other business we conduct.

     8. Can I transfer assets within the Contract?

     Yes. You have the flexibility to transfer  assets within the Contract.  You
may transfer  amounts  among the  subaccounts  and from the  subaccounts  to the
general  account at any time.  You may also  transfer  amounts  from the general
account  to the  subaccounts  or  within  the  general  account  at the end of a
Declaration Period.

     We do not impose a charge for any transfers. In the future, we may impose a
transfer  charge of $10 for the  third and  subsequent  transfer  requests  made
during a Contract Year.

     9. What are my expenses under the Contract?

     On each Valuation Date, we deduct an  administrative  fee at an annual rate
of .30%,  and a mortality  and  expense fee at an annual rate of .40%,  from the
amount you have invested in each subaccount. These charges are not deducted from
the general account.  We do not charge an annual  maintenance fee,  although the
Contract permits us to deduct a maximum fee of $40 in the future.

     We will deduct state premium taxes,  which currently range from 0% to 3.5%,
if your state requires us to pay premium taxes.  We will deduct the taxes either
when we incur the tax or at a later time.

     We do not deduct any surrender charges on full or partial surrenders.

     The  portfolios  also  deduct  investment  charges  from  amounts  you have
invested in the  portfolios  through the  subaccounts.  These charges range from
0.__% to 0.__% annually,  depending on the portfolio. See the prospectus for the
Fund and the Fee Table in this Prospectus.

     10. Do I have access to my money in the Contract?

     Yes.  You may make a full or partial  surrender of the Contract at any time
before the Maturity Date or the annuitant's death. No surrender charges apply.

     For  Qualified   Contracts  issued  under  Code  Section  403(b),   certain
restrictions  will apply.  You may also have to pay Federal  income  taxes and a
penalty tax on any money you take out of the Contract.

     11. What is the death benefit?

     If the annuitant  dies before the Maturity  Date, we pay you the greater of
the  account  value  or  the  Guaranteed  Death  Benefit.  If  the  owner  of  a
Nonqualified  Contract dies before the Maturity Date and before the  annuitant's
death,  then we will pay the  account  value in a lump sum no later than 5 years
following the owner's death.

     12.  What are the  Federal  income tax  consequences  of  investing  in the
Contract?

     The  Contract's  earnings are  generally not taxed until you take them out.
For  Federal  tax  purposes,  if you take money out before  the  Maturity  Date,
earnings come out first and are taxed as income.  If you are younger than 59 1/2
when you take money out,  you may be charged a 10%  Federal  penalty  tax on the
earnings.  The  annuity  payments  you  receive  after  the  Maturity  Date  are
considered  partly a  return  of your  original  investment;  that  part of each
payment is not taxable as income.  Different  tax  consequences  may apply for a
Contract used in connection with a qualified plan.

     13. Can the Contract be returned after I receive it?

     Yes. You may return the Contract for a refund by returning  the Contract to
our home  office  within 10 days after you receive it. The amount of the refund,
will  generally be the initial  payment,  plus (or minus) gains (or losses) from
investing the payment in the subaccounts you selected on your application,  plus
interest earned on amounts you allocated to the general account.  In some states
you may have more  than 10 days,  or  receive a  different  refund  amount.  See
"Examination Period" and "State Exceptions."



Fee Table

     This Fee Table  illustrates  the current  charges and deductions  under the
Contract,  as well as the Fund's fees and expenses for the 1998  calendar  year.
The purpose of this table is to assist you in understanding the various cost and
expenses that you will bear directly and  indirectly.  The Fund has provided the
information pertaining to the Fund.

Contract Owner Transaction Expenses
         Sales Load Imposed on Payments                             None
         Deferred Sales Load                                        None
         Surrender Fee                                              None
         Transfer Charge (transfers made between  subaccounts
         and/or to the general account during a Contract Year)      None
Annual Records Maintenance Charge                                   None
Variable Account Annual Expenses (as a percentage of account value)
         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 1998 calendar year)
                             Management           Total           Fees
                                    Expenses
                           After Fee          Other           After Fee
Portfolio                  Waiver*  Expenses Waiver*
- ---------    ---------------------  -------- -------
Money Market
Bond
Capital Growth
Balanced
Growth and Income
International
Global Discovery

     * Scudder Kemper Investments, Inc. (the Adviser) voluntarily did not impose
part of its  management  fee in 1998  for the ____  Portfolio.  Had the fee been
imposed,  the  management fee would have been 0.___ % and the ratio of operating
expenses  to average  net assets  for the year ended  12/31/98,  would have been
____% for the Global Discovery Portfolio. Example

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

Subaccount                  1 Year        3 Years      5 Years     10 Years
Money Market
Bond
Capital Growth
Balanced
Growth and Income
International
Global Discovery

     The fee table and example above are based upon the current level of charges
deducted  under the Contract.  In the future,  we may 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. We currently have no
intention of changing our charges.

     Neither the fee table nor the example reflects the deduction of any premium
tax.

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

     You should not consider this example to represent 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.

     A financial  history of each  subaccount  is included in Appendix A to this
Prospectus.

Financial Statements

     The financial  statements of Charter and the Variable  Account are included
in the SAI.



<PAGE>


Calculation of Yields and Total Returns

     We may  periodically  advertise yields and average annual total returns for
the subaccounts  and the  portfolios.  These figures will be based on historical
earnings and are not intended to indicate future performance.

     The  yield  of  the  Money  Market  subaccount  refers  to  the  annualized
investment  income  that  an  investment  in  the  Subaccount  generates  over a
specified  seven-day period.  The effective yield of the Money Market subaccount
is calculated in a similar way but, when  annualized,  we assume that the income
earned by the  investment  has been  reinvested.  The  effective  yield  will be
slightly higher than the yield because of the compounding  effect of the assumed
reinvestment.

     The yield of a subaccount  (except the Money Market  subaccount)  refers to
the  annualized  income that an investment in the  subaccount  generates  over a
specified thirty-day period.

     The average annual total return of a subaccount  assumes that an investment
has been held in the subaccount for certain periods of time including the period
measured  from the date the  subaccount  began  operations.  We will provide the
average annual total return for each  subaccount  that has been in operation for
1, 5, and 10 years.  The total  return  quotations  will  represent  the average
annual  compounded  rates of return that an initial  investment  of $1,000 would
earn as of the last day of the 1, 5 and 10 year periods.

     The yield and total  return  calculations  are not  reduced by any  premium
taxes.  Applying  premium  taxes  will  reduce  the yield and total  return of a
Contract.

     For additional  information  regarding yield and total return calculations,
please refer to the SAI.




Other Performance Data

     We may disclose other performance data, such as cumulative total return and
nonstandard total returns.

     We may also present  historic  performance  data for the  portfolios  since
their inception that is reduced by some or all of the fees and charges under the
Contract.  Such adjusted  historic  performance  includes data that precedes the
inception dates of the subaccounts, but is designed to show the performance that
would have resulted if the Contract had been available during that time.

     We will only disclose non-standard performance data if we also disclose the
standard performance data. For additional  information regarding the calculation
of other performance data, please refer to the SAI.

     Advertising,  sales literature,  and other  communications  may compare the
expense and  performance  data for the Contract and each  subaccount  with other
variable  annuities  tracked by independent  services such as Lipper  Analytical
Services,  Inc.,  Morningstar  and the Variable  Annuity  Research Data Service.
These services monitor and rank the performance and expenses of variable annuity
issuers on an  industry-wide  basis.  We may also make  comparisons  using other
indices that measure performance, such as Standard & Poor's 500 Composite or the
Dow Jones  Industrial  Average.  Unmanaged  indices may assume  reinvestment  of
dividends but do not deduct administrative and management costs and expenses.

     We may  report  other  information  including  the  effect of  tax-deferred
compounding on a subaccount's returns, illustrated by tables, graphs, or charts.
Tax-deferred  compounding  can lead to  substantial  long-term  accumulation  of
assets, if the portfolio's investment experience is positive.  Sales literature,
advertisements or other reports may refer to A.M. Best's rating of Charter as an
insurance company.



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 $_____
billion  as of  December  31,  1998,  principally  engages  in the  offering  of
insurance  products on a direct  marketed  basis.  We are  authorized to conduct
business in 49 states,  the District of Columbia and Puerto Rico.  Our principal
offices are located at: 8301 Maryland Avenue,  St. Louis,  Missouri 63105, (800)
242-4402.

     Charter  is  currently  a wholly  owned  subsidiary  of  Leucadia  National
Corporation ("Leucadia"), a New York corporation.

Purchase Agreement with Allstate

     On  December  21,  1998,  Allstate  Life  Insurance  Company   ("Allstate")
announced  that it has  entered  into an  agreement  with  Leucadia  to purchase
Charter.  The transaction is subject to regulatory  approvals and is expected to
close before July 1, 1999.

     CNL,  Inc.  ("CNL")  is  the  principal  underwriter  of the  Contract.  On
September 2, 1998,  Leucadia,  then sole owner of all of the stock of CNL,  sold
all of its CNL stock to Allstate.

Charter National Variable Annuity Account

     Charter  established the Variable Account as a separate  investment account
under the laws of the State of Missouri on May 15, 1987.  The  Variable  Account
receives  and  invests  the  payments  under the  Contracts.  We may offer other
variable  annuities  for which the  Variable  Account  may  receive  and  invest
payments.

     Under  Missouri  law,  that portion of the assets of the  Variable  Account
equal to the reserves and other contract liabilities  connected with the account
shall not be chargeable  with  liabilities  arising out of any other business we
may conduct.  However,  the assets of the Variable  Account will be available to
cover the liabilities of our general account to the extent that Variable Account
assets exceed its liabilities  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 Fund's portfolios.  Income, gains and losses
from each subaccount's assets 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 our other business.

     The  Variable  Account  is  registered  with the  Securities  and  Exchange
Commission  ("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.

Services Agreements with Allstate Life Insurance Company

     On September  2, 1998,  Charter and  Leucadia  entered  into a  coinsurance
agreement with Allstate  reinsuring  all of Charter's  rights,  liabilities  and
obligations  with respect to the Variable  Account under the  Contracts.  On the
same  date,  Charter  and  Allstate  entered  into  an  administrative  services
agreement  under which Allstate or an affiliate  will  administer the Contracts.
Neither  of these  agreements  will  change the fact that  Charter is  primarily
liable to you under  your  Contract.  At this time there have been no changes to
the address or phone numbers that you are currently using.

Scudder Variable Life Investment Fund

     The Variable Account invests  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
Kemper Investments, Inc. is the investment adviser to the mutual fund portfolios
available under the Contract.

     In addition to the Variable Account, the Fund's shares are sold to variable
life  insurance  and  variable  annuity  separate  accounts  of other  insurance
companies, including an insurance company affiliated with us. Someday, 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. But, currently
neither the Fund nor Charter foresees any such  disadvantages to either variable
annuity owners or variable life insurance owners.  The Fund's management 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
response,  if any, they should take. In addition,  if we believe that the Fund's
response to any of those events or conflicts insufficiently protects our Owners,
then we will take appropriate action.

     The  subaccounts  invest  exclusively  in the Class A shares  of  following
portfolios of the Fund:

                   Money Market
                   Bond
                   Capital Growth
                   Balanced
                   Growth and Income
                   International
                   Global Discovery

     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  another   portfolio's   investment
performance.

     Scudder Kemper  Investments.  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 that the Funds'  Trustees  established.  See the Fund's  prospectus for
information regarding the Adviser's fees.

     The general  public may not purchase  these  underlying  portfolios.  Their
investment objectives and policies may be similar to other portfolios and mutual
funds  managed by the same  investment  adviser  that are sold  directly  to the
public.  You  should  not  expect  that  the  investment  results  of the  other
portfolios would be similar to those of the underlying portfolios.

     There is no assurance that any portfolio  will achieve its  objective.  The
Scudder  Variable  Life  Investment  Fund  prospectus   contains  more  detailed
information,  including a description of the risks involved in investing in each
portfolio and a description of each portfolio's  investment objective. A copy of
the Fund's prospectus is attached to this Prospectus.  You should carefully read
the Fund's prospectus before investing in a Contract.

Addition, Deletion, or Substitution of Investments

     From time to time, we may make certain changes in the Variable  Account and
its investments. We may substitute shares of any portfolio for shares of another
portfolio  of the Fund or  another  registered  open-end  management  investment
company. We may do so if the shares of the portfolio are no longer available for
investment  or  if  we  decide  that   investment  in  any  portfolio  would  be
inappropriate  in view of the  purposes  of the  Variable  Account.  We will not
substitute  or  eliminate  the shares of a portfolio  in which your  Contract is
invested without prior approval of the SEC and we will notify you of our intent.
This will be done to the extent required by the 1940 Act.

     We may add or delete  subaccounts  in our  discretion  when we decide  that
marketing,  tax,  investment,  or other  conditions  warrant  such  additions or
deletions. Each additional subaccount will purchase shares in a portfolio of the
Fund or in  another  mutual  fund  or  investment  vehicle.  If we  eliminate  a
subaccount,  then we will notify you and request that you reallocate the amounts
you have invested in the  eliminated  subaccount.  If you do not provide us with
your desired reallocations,  then we will reinvest the amounts in the eliminated
subaccount into the subaccount that invests in the Money Market Portfolio.

     In the event of any such substitution,  change, or elimination,  we may, by
appropriate endorsement, change the Contracts as may be necessary or appropriate
to reflect such substitution, change, or elimination. Furthermore, if we deem it
to be in the best interests of persons having voting rights under the Contracts,
then the Variable Account may be: (i) operated as a management company under the
1940 Act or any other form permitted by law, (ii)  de-registered  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 applicable law permits,
we may transfer the assets of the Variable Account associated with the Contracts
to another separate account.

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.  We have filed a copy of the  Contract  as an exhibit to this
Registration Statement. It is available upon request from us.

Contract Application and Issuing the Contract

     The Contract is  available to  individuals,  certain  retirement  plans and
individual retirement accounts (IRA) that qualify for special Federal income tax
treatment,  and  individuals  purchasing  individual  retirement  annuities that
qualify for special Federal income tax treatment.  The Contract is not available
for use as a  "Tax-Sheltered  Annuity"  qualifying  under Section  403(b) of the
Code.

     If you purchase a Contract which  qualifies as an IRA under Section 408(b),
you  should  be aware  that  the  Code  imposes  certain  restrictions  on those
Contracts.

     Before  we  issue a  Contract,  we must  receive  your  properly  completed
application  and a  minimum  payment  of  $2,500  ($2,000  in the  case  of some
Qualified  Contracts).  We will mail you a Premium  Receipt  form if you request
one. You must name the  annuitant in the Contract  application.  If the Contract
qualifies as an IRA under Section  408(b),  then you must be the  annuitant.  We
reserve the right to decline an  application  for any  reason.  If we decline an
application, then we will refund the full initial payment.

     After  underwriting  is completed and the Contract is delivered to you, the
Contract  will be  deemed  to  have  commenced  as of the  Effective  Date.  The
Effective  Date is a date within two business  days after we receive a completed
application and the full initial payment.  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.
We use the Contract  Date to determine  Contract  Years,  Contract  Months,  and
Contract Anniversaries.

Examination Period

     You may cancel  the  Contract  for a refund  within 10 to 30 days after you
receive the Contract.  Depending on the laws of the state of issue and your age,
we will refund the initial  payment in one of the  following  methods.  See your
Contract and the "State Exceptions" section of this prospectus for details.

     Return of Premium Plus or Minus Investment  Experience.  In most states, if
you return the Contract, we will refund the initial payment, plus or minus gains
or losses  from  investing  the  payment  in the  subaccounts  you chose on your
application, plus any interest earned on the amount you allocated to the general
account.  We will  calculate  these  refunds as of the date that we receive  the
Contract.  If you allocate all or part of the payment to the  subaccounts,  then
the  amount  of  your  refund  may be more or less  than  the  initial  payment,
depending on the  investment  performance of your selected  subaccounts.  If you
allocate all of the payment to the general  account,  then we will always refund
an amount  equal to or  greater  than the  payment.  

     Return of Premium. If your state  requires  us to refund  your  premium to
you,  then we 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.  We will  calculate your refund as of the date we receive the Contract.
During the Examination  Period, the portion of the initial payment you allocated
to the Variable  Account will be invested in the Money Market  subaccount.  Once
the  Examination  Period  expires,  we will  reallocate the account value to the
subaccounts you select.

Payments

     You  should  make  all  checks  or  drafts   payable  as  directed  on  the
application.  You can also make payments by requesting on your  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 you must pay to purchase a
Contract is $2,500 ($2,000 in the case of some Qualified Contracts). The initial
payment is the only payment we require you to make under the Contract.  When you
make the initial  payment,  you must  specify  whether it is for a purchase of a
Nonqualified or Qualified Contract.

     If the initial  payment is derived from an exchange or surrender of another
annuity  contract,  then we may require that you provide  information  about the
Federal  income tax status of the previous  annuity  contract.  If you desire to
invest monies  qualifying  for different  annuity tax treatment  under the Code,
then we will require you to purchase separate Contracts.  Each separate Contract
requires  a  minimum  initial  payment  of  $2,500  ($2,000  in the case of some
Qualified Contracts).  We reserve the right to waive the minimum initial payment
amount and accept less than $2,500.

     If we receive a properly  completed  application  with the initial payment,
then we will credit that  payment to the Contract  within two  business  days of
receiving the payment.  We may deduct  premium taxes from the payment  before we
credit it to the Contract. If we receive an incomplete application, then we will
credit  the  payment  within  two  business  days  of  receiving  the  completed
application.  If, for any reason,  we do not credit the payment to your  account
within five business days, then we will  immediately  return the payment to you.
You may, after receiving  notice of our delay,  specifically  request that we do
not return the payment.

     Additional  Payments. You may make additional payments while the annuitant
is  living  and  before  the  Maturity  Date.  Currently,  there  is no  minimum
additional payment amount or maximum number of additional  payments per Contract
Year.  In the future,  we may require that each  additional  payment be at least
$1,000 and limit the frequency of  additional  payments to a maximum of four per
Contract Year.

     Additional  payments must qualify for the same Federal income tax treatment
as the  initial  payment  made under the  Contract.  If the  Federal  income tax
treatment of a payment will be different from that of the initial payment,  then
we will not accept it. We will credit any  additional  payments to the  Contract
upon receiving them at our home office.

     Automatic Investment Plan. You may arrange to make regular investments ($50
minimum) into any of the  subaccounts  through  automatic  deductions  from your
checking account. The Automatic Investment Plan cannot be used to allocate money
to the general account. Please call (800) 242-4402 for more information.

     Limitations  on  Payments. We  reserve  the right to reject  any  initial
payment.  We may require you to complete a financial  questionnaire for payments
in excess of  $250,000.  If any  additional  payments  would  cause  your  total
payments to exceed $1,000,000,  we may reject those payments. We will reject any
payment  that would  cause the account  value in the  general  account to exceed
$500,000.

     For Contracts  that qualify as IRAs under Section  408(b) of the Code,  the
total  payments  (including  the initial  payment) in any calendar  year may not
exceed  $2,000,  unless the portion in excess of $2,000  qualifies as a rollover
amount or contribution  under Section 402(c),  403(b)(8),  or 408(d)(3) or other
applicable provisions of the Code.

Allocating Payments

     You may allocate payments to one or more of the subaccounts, to the general
account,  or to both.  If you  allocate  any portion of a payment to the general
account,  then you must  specify  the  Declaration  Period(s)  to which  you are
allocating  those  funds.  You must  specify  the  payment  allocations  in your
application.   We  will   allocate  the  initial   payment   according  to  your
specifications, once we receive it at our home office.

     You must make all  allocations  in whole  percentages  and they must  total
100%.  If the  allocations  do not  total  100%,  then  we  will  recompute  the
allocations  proportionately  by dividing the percentage in each  subaccount you
selected,  by the sum of the percentages  you indicated.  We will apply this new
percentage to the payment.  The following  example  illustrates how we make this
recomputation:

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%

We will  allocate  all  payments  at the time we credit  such  payments  to your
Contract.

     We will allocate any additional payments you make to the subaccounts and/or
the  general  account in the same  proportion  as the initial  payment.  You may
change the allocation  percentages by sending us written notice. Once you make a
change in allocation,  we will allocate all future  payments in accordance  with
your new  allocation  percentages.  This will continue until you send us written
notice of any  changes.  However,  if you have  funds  deducted  from a checking
account under the  Automatic  Investment  Plan option,  then you must provide us
with written notice to change the allocation of future additional payments.

Transfers

     Before the Maturity Date, you may transfer  amounts among the  subaccounts,
between  the  subaccounts  and  the  general  account,   and  between  different
Declaration Periods in the general account.

     You may transfer amounts from the general account to any of the subaccounts
and to different  Declaration  Periods in the general account only at the end of
the  Declaration  Period to which you  allocated  that amount.  You may transfer
amounts from a subaccount  to the general  account at any time,  as long as that
transfer would not cause your Contract's  value in the general account to exceed
$500,000.

     We do not impose a charge for any transfers.  In the future, if you request
more than two  transfers  during a  Contract  Year,  we may deduct $10 from each
subaccount from which you transfer funds.

     You must  request a transfer by sending us written  notice or by  telephone
(if you have a currently valid telephone transfer request form on file with us).
We employ  reasonable  procedures to confirm that  instructions  communicated by
telephone are genuine. If we follow such procedures,  then we will not be liable
for any losses due to  unauthorized  or  fraudulent  instructions.  If we do not
follow those reasonable  procedures,  then we may be liable for such losses. The
procedures  we follow for telephone  transfers  include  confirming  the correct
name, the contract number and the personal code for each telephone transfer.

     We will deem transfers  effective and determine  values in connection  with
transfers  at the end of the  Valuation  Period  during  which  we  receive  the
transfer request.

     Asset Rebalancing  Option. You may select the Asset Rebalancing  Option if
you wish to maintain a particular  percentage  allocation among the subaccounts.
With Asset  Rebalancing,  we  automatically  reallocate the account value in the
subaccounts quarterly to your selected allocations.  Over a period of time, this
method of investing may help you buy low and sell high although  there can be no
assurance of this. This  investment  method does not assure profits and does not
protect against a loss in declining markets.

     To elect the Asset Rebalancing  Option,  the account value in your Contract
must be at least $2,500 and we must receive a completed Asset Rebalancing Option
form at our home office.  You must designate the  subaccounts and the percentage
allocations  that you want us to rebalance each quarter.  The  percentages  must
total 100%. If you elect the Asset  Rebalancing  Option,  then all the new money
you  direct  into the  subaccounts  will be  included  in the Asset  Rebalancing
Option.  You may not participate in Dollar Cost Averaging and Asset  Rebalancing
at the same time. The general account is not available for the Asset Rebalancing
Option.

     Selecting Asset  Rebalancing will result in the transfer of funds to one or
more of the subaccounts on the date you specify.  If you have  specified,  or we
receive the form on, the 29th, 30th or 31st, then we will consider the effective
date to be the  first  Valuation  Date  of the  following  month.  If you do not
specify a date or if we receive the request after your specified  date,  then we
will transfer funds on the date we receive the Asset Rebalancing Option form and
on the quarterly  anniversary of the  applicable  date  thereafter.  The amounts
transferred  will receive the Unit Values for the  subaccounts at the end of the
Valuation  Date on which the transfers  occur.  If the  effective  date is not a
Valuation Date, then the transfer will occur on the next Valuation Date.

     You may terminate this option at any time by sending us written notice.  We
will  automatically  terminate this option if you request any transfers  outside
the  Asset  Rebalancing  program.  If you wish to resume  the Asset  Rebalancing
Option  after  it  has  been  canceled,  then  you  must  complete  a new  Asset
Rebalancing  Option  form and send it to our home  office.  We may  discontinue,
modify, or suspend the Asset Rebalancing Option at any time.

     Dollar Cost  Averaging. Dollar Cost  Averaging is a  systematic  method of
investing by which you purchase  units in fixed dollar  amounts so that the cost
is averaged over time.  You may begin dollar cost averaging by authorizing us to
make  periodic   transfers  from  any  one  subaccount  to  one  or  more  other
subaccounts.  Amounts  transferred  will purchase units in those  subaccounts at
that  subaccount's  Unit Value as of the  Valuation  Date on which the  transfer
occurs.  Since the value of the units will vary,  the amounts  transferred  to a
subaccount  will  purchase more units when the Unit Value is low and fewer units
when the Unit Value is high. Similarly,  the amounts transferred to a subaccount
will  result in the  liquidation  of more  units  when the Unit Value is low and
fewer units when the Unit Value is high. Dollar Cost Averaging does not assure a
profit or protect against a loss in declining markets.

     You may elect Dollar Cost  Averaging if the account  value in your Contract
is at  least  $2,500  and you  send our home  office  a  completed  Dollar  Cost
Averaging  form.  You  must  designate  the  frequency  of  the  transfers,  the
expiration  date  for the  program,  the  subaccount  from  which  to  take  the
transfers, the subaccounts to receive the funds, and the allocation percentages.

     You may not  participate in Dollar Cost Averaging and Asset  Rebalancing at
the same  time.  The  general  account  is not  available  for the  Dollar  Cost
Averaging Option.

     After we receive a completed  Dollar Cost Averaging  form, we will transfer
your designated amounts from the subaccount from which to make transfers to your
chosen  subaccounts.  $50 is the  minimum  amount  that you may  transfer.  Each
transfer occurs on your specified  date. If you specify,  or we receive the form
on the 29th,  30th or 31st,  then we will consider the effective  date to be the
first Valuation Date of the following  month. If you do not specify a date, then
we will  transfer  the funds on the  monthly,  quarterly,  semiannual  or annual
anniversary,  (whichever  corresponds to your selected  frequency),  of the date
that we  received  your  completed  Dollar  Cost  Averaging  form.  The  amounts
transferred will receive the Unit Values for the affected subaccounts at the end
of the Valuation Date on which the transfers  occur. If the anniversary is not a
Valuation Date, then the transfer will occur on the next Valuation Date.  Dollar
Cost Averaging will terminate when we have transferred the total amount elected,
or  when  the  value  in  the  subaccount  from  which  transfers  are  made  is
insufficient to support the requested transfer amount.

     You may  terminate  this  option at any time by sending us written  notice.
When we receive written notice that you want to terminate Dollar Cost Averaging,
then we will  stop  all  transfers,  unless  you  instruct  otherwise.  You must
complete a new Dollar Cost Averaging  option form and send it to our home office
if you wish to continue  Dollar Cost  Averaging  after the  expiration  date you
specified,  or the amount in the elected subaccount is depleted, or you canceled
the Dollar Cost Averaging option.

     We may discontinue,  modify, or suspend the Dollar Cost Averaging option at
any time.

Account Value

     On the Effective Date, your account value equals your initial payment minus
any amounts we deducted for premium taxes.  On any other day, your account value
equals:

         your account value from the previous Valuation Date

                   increased by:

                 1. any additional net payments we receive,
                 2. any increase in the account value due to positive 
                    investment results of the subaccounts you selected, and
                 3. any interest earned on your account value held in the 
                    general account;





                   and reduced by:

                 4. any decrease in the account value due to negative 
                    investment results of the subaccounts you selected,
                 5. a daily charge to cover our assumed mortality and expense 
                    risks and the cost of administering the Contract, and
                 6. any amounts you withdrew from the Contract.

If we charge a records  maintenance  fee or transfer fee in the future,  we will
deduct those amounts from your account value.

     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  Valuation  Date. A Valuation Date is each day that the New
York Stock Exchange (NYSE) is open for business.

     You should  expect  your  account  value to change  between  the  Valuation
Periods to reflect the  investment  experience of the  subaccounts  in which you
invest,  any  interest  earned in the  general  account,  and the  deduction  of
charges. Your Contract stops accumulating value after the Maturity Date.

     Unit Value. Each subaccount has a distinct value ("Unit Value").  When you
allocate a payment or transfer an amount to a subaccount,  we base the number of
units  you  purchase  on the  Unit  Value  of the  subaccount  at the end of the
Valuation  Period during which you make the allocation.  Units are redeemed in a
similar  manner when you transfer  amounts out of, or withdraw  amounts  from, a
subaccount.

     For each  subaccount,  the Unit Value on a given Valuation Date is based on
the net asset  value of a share of the  corresponding  portfolio  in which  such
subaccount  invests.  Each Valuation Period has a single Unit Value that applies
to each day in the Valuation Period and which is calculated as of the end of the
Valuation  Period.  The Unit Value for each subsequent  Valuation  Period is the
Investment  Experience  Factor  (described  below)  for  that  Valuation  Period
multiplied by the Unit Value for the immediately preceding Valuation Period.

     Investment  Experience Factor. The Investment Experience Factor measures a
subaccount's  investment  performance  during a Valuation  Period. An Investment
Experience  Factor  is  calculated  separately  for each of the  subaccounts.  A
subaccount's  Investment  Experience  Factor for a Valuation  Period  equals (a)
divided by (b), minus (c), where:

          (a) is (i) the value of the net assets held in the  subaccount  at the
          end of the 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 we determine the Investment Experience Factor; 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
          that we set aside during the Valuation Period as a provision for taxes
          attributable to the operation or maintenance of that subaccount; 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 to compensate us for certain  administrative  expenses
          and mortality and expense risks that we assume in connection  with the
          Contracts.


Contract Ownership

     You may  designate  a new  Owner or joint  owner  at any  time  during  the
annuitant's  life. If you name a joint owner, then we will presume the ownership
to be as joint tenants with right of survivorship, unless you otherwise specify.
If any Owner dies before the  annuitant and before the Maturity  Date,  then the
Owner's  rights will belong to the joint  owner,  if any,  or  otherwise  to the
beneficiary.  The  interest  of any Owner or joint  owner may be  subject to the
rights of any assignee.

     A new Owner or a joint owner may not be  designated  under a Contract  that
qualifies as an individual  retirement annuity under Section 408(b) of the Code.
An Owner's designation of a new Owner may be subject to Federal income tax.

     You may designate a new Owner by sending us written notice. The change will
take  effect as of the date you sign the written  notice.  We will not be liable
for any  payment  made or other  action  taken  before we receive and record the
written notice.

Assignment of Contract

     Except in the case of a Contract that qualifies as an individual retirement
annuity  under  Section  408(b) of the Code,  you may assign all or a portion of
your right to receive annuity payments under the Contract or assign the Contract
as collateral security.

     If you assign any portion of the right to receive  annuity  payments before
the Maturity Date, then the assignee is entitled to receive the assigned annuity
payments in a lump sum, as of the  Maturity  Date.  If you assign any portion of
the right to receive the assigned  annuity  payments,  after the Maturity  Date,
then the assignee will 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.

     For a Qualified  Contract,  certain  assignments  may adversely  affect the
qualification  for  special  Federal  income  tax  treatment  of the  underlying
retirement plan or individual  retirement account. We urge potential  purchasers
of Qualified Contracts to consult their tax advisers.

     If you assign the right to receive annuity  payments or assign the Contract
as collateral  security,  then your rights and those of any beneficiary  will be
subject  to the  assignment.  We are not  responsible  for the  adequacy  of any
assignment and will not be bound by the assignment until we receive satisfactory
written evidence of the assignment. In certain circumstances, an assignment will
be subject to Federal income tax.

State Exceptions

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

Massachusetts and Montana Residents:

     Massachusetts  and  Montana  prohibit  the  use of  actuarial  tables  that
distinguish  between men and women in determining  annuity  benefits for annuity
contracts issued on the lives of residents.  Therefore, Contracts offered 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.

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

     An Owner of a Contract issued in Iowa, Missouri, North Carolina,  Oklahoma,
South Carolina and Utah who cancels the Contract within the  Examination  Period
will receive the greater of:

          a full refund of the initial payment, or
          the account value plus any amount deducted for taxes or charges 
          from the initial payment.



Washington:

     An Owner of a Contract issued in Washington who cancels the Contract within
the Examination Period will receive a refund of the initial payment.

Access to Your Money

Full and Partial Surrenders

     At any time before the Maturity  Date,  you may fully or partial  surrender
the Contract,  subject to certain conditions. If you surrender the Contract, you
will receive the full account value.

     We do not deduct surrender  charges from full or partial  surrenders of the
Contract.

     The minimum  amount of a partial  surrender is $500. The Contract must have
an account value of at least $2,500 after the partial surrender.

     Your partial  surrender  request must specify the amount you want withdrawn
from each of the subaccounts  and/or the general account.  If you withdraw value
from the general account,  we will deduct the requested  amount  proportionately
from  each  Declaration  Period  on  a  first-in,  first-out  basis  within  the
Declaration Period(s).

     You must provide us with specific instructions about how we should withdraw
value from the subaccounts and/or the general account.

     To make a partial  surrender,  you should send us a written request or call
us, if you have a valid telephone transfer request form on file with us. You may
make a full  surrender only by sending us a written  request.  We will calculate
the account value  payable to you upon a full or partial  surrender at the price
next computed after we receive your surrender request.

     If,  when you make a  surrender  request,  you have not  provided us with a
written  election,  not to have Federal income taxes withheld,  then we, by law,
must withhold taxes from the taxable portion of the surrender. A Federal penalty
tax may be assessed.

     Systematic Withdrawals. We offer an option under which you may take partial
surrenders of the Contract by systematic  withdrawals.  You may elect to receive
systematic  withdrawals  before the  Maturity  Date by  sending  us a  completed
Systematic  Withdrawal form at our home office that includes the written consent
of any assignee or  irrevocable  beneficiary.  You may designate the  systematic
withdrawal  amount as either a percentage of the account value or as a specified
dollar amount.  You may designate that  systematic  withdrawals be made monthly,
quarterly, semiannually, or annually on a specific date. If you do not specify a
date,  then the systematic  withdrawal  option will begin on the date we receive
the form. We will consider the effective date to be the first  Valuation Date of
the following  month if we receive the form on the 29th,  30th or 31st or if you
specify one of those dates.

     Each systematic withdrawal must be at least $250. The systematic withdrawal
option will terminate if the amount to be withdrawn exceeds the account value or
would  cause  the  account  value  to be below  $2,500.  If any  portion  of the
systematic  withdrawal is to be withdrawn from the general account, then we will
deduct the requested amount  proportionately  from each Declaration  Period on a
first-in, first-out basis within the Declaration Period(s).

     Each systematic  withdrawal  will occur at the end of the Valuation  Period
during which you scheduled a  withdrawal.  We deduct the  systematic  withdrawal
from your account value in the subaccounts and/or the general account, according
to your specifications.

     You may terminate this option at any time by sending us written notice.  We
will  terminate this option if the amount to be withdrawn has caused the account
value to be below $2,500. If you wish to resume systematic withdrawals, then you
must  send us a new  Systematic  Withdrawal  form  at our  home  office.  We may
discontinue,  modify,  or suspend the systematic  withdrawal option at any time.
You should carefully  consider the tax consequences of a systematic  withdrawal,
including a 10% penalty tax imposed on withdrawals made before you attain age 59
1/2.

Annuity Payments

     If the  annuitant  is living on the  Maturity  Date and the  Contract is in
force,  then we will make fixed annuity payments to you under the annuity income
option you select.  We will make the first  annuity  payment  within  seven days
after the Maturity Date.

     The amount of the periodic annuity payments you receive depends upon:

     (i) the account value you have accumulated on the Maturity Date,

     (ii) the  annuitant's age and sex (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 you selected.


     On the  Maturity  Date,  we  determine  the dollar  amount of each  annuity
payment. That amount is fixed and will not change.

     After  the  Maturity  Date,  the  Contract  no longer  participates  in the
Variable Account.  If, at the time of an annuity payment,  you have not provided
us with a written  election not to withhold  Federal  income taxes,  then we, 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.

     We  determine  the amount of the monthly  annuity  payments  under  annuity
income  options 1, 2, and 3, described  below,  by dividing the account value on
the Maturity Date by 1,000 and multiplying the result by the appropriate  factor
contained in your Contract on the table for your selected annuity income option.
The appropriate  factor is based on a guaranteed minimum annual interest rate of
3.5%.  We  determine  this  factor at the time of  maturity,  subject to current
market conditions.

Annuity Income Options

     At any time before the Maturity  Date, you may designate the annuity income
option under which we will pay annuity payments. If you do not select an annuity
income option by the Maturity Date, then we will make monthly  annuity  payments
to you under annuity income option 1.

     If the  account  value is less  than  $2,500  or if it is  insufficient  to
produce  monthly  payments of at least $100, then no annuity income options will
be available  unless we consent or as  otherwise  required by state law. In such
cases, we will pay the account value in a lump sum.

     We may offer other  annuity  income  option on the Maturity  Date.  We will
provide you with  information  concerning  the  availability  of any  additional
annuity income options before the time that you have to select an annuity income
option.

         We currently offer the following annuity income options:

Option 1. Life Annuity with  Installment  Refund - We will make monthly  annuity
payments to you for the longer of:

     (i) the annuitant's life; or

     (ii) until the sum of the monthly annuity payments equals the account value
     on the Maturity Date.

If the Owner dies before the sum of the monthly annuity  payments we paid equals
the account value on the Maturity Date,  then we will pay the remaining  annuity
payments to your designated beneficiary.


Option 2. Joint and Survivor Life Annuity with Installment Refund - We will make
monthly annuity payments to you for the longer of:

     (i) either the annuitant's or the joint annuitant's life; or

     (ii) until the sum of the monthly annuity  payments made under the Contract
     equals the account value on the Maturity Date.

If all Owners die before the sum of the monthly annuity  payments we paid equals
the account value on the Maturity Date,  then we will pay the remaining  annuity
payments to your designated beneficiary.

If you  select  annuity  income  option  2,  then  you  must  designate  a joint
annuitant.  We will use the joint  annuitant's life to determine the duration of
annuity  payments  under  annuity  income  option 2. The age and sex of both the
annuitant and the joint  annuitant  determine the amount of the monthly  annuity
payments  under annuity  income option 2. At any time before the Maturity  Date,
you may select a different joint annuitant by sending us written notice. You may
not select a new joint annuitant after the Maturity Date.

Option 3.  Installments  for Life - We will make monthly annuity payments to you
for as long as the annuitant lives. Payments under this option will end with the
last payment made before the annuitant's death. Under this option it is possible
that you will receive only one annuity  payment if the annuitant died before the
date of the  second  payment,  two if he or she dies  before  the third  annuity
payment date, etc.

     For a Contract qualifying as an individual retirement annuity under Section
408(b) of the Code,  you may not select an annuity  income  option with a Period
Certain that will guarantee  annuity  payments beyond the  annuitant's  life (or
life expectancy).

Maturity Date

     The Maturity  Date is the date on which  annuity  payments  begin.  You may
specify the Maturity Date in your application.  You may change the Maturity Date
at any time during the  annuitant's  life by sending us a written request before
the currently scheduled Maturity Date.

     The Maturity Date must be a Contract Anniversary that is not later than:

          (i) the Contract Anniversary nearest the annuitant's 80th birthday; or

          (ii) ten years from the next Contract Anniversary, whichever is later.

If you do not specify a Maturity Date,  then the Maturity Date will be the later
of: (a) the 10th Contract  Anniversary;  or (b) the Contract Anniversary nearest
the annuitant's 80th birthday.

     For a Qualified  Contract,  other than an IRA that satisfied Section 408(b)
of the Code,  the  selection  of certain  Maturity  Dates may  adversely  affect
qualifying  the  underlying  retirement  plan for  special  Federal  income  tax
treatment.  We urge potential  purchasers of such Qualified Contracts to consult
their tax advisers.

     For a Qualified  Contract that is an IRA under Section  408(b) of the Code,
other than a Roth IRA, the minimum required  distribution  must be no later than
April 1 of the calendar year  following the calendar year in which the annuitant
attains age 70 1/2.

Death Benefit

     If the  annuitant  dies before the  Maturity  Date,  then we will pay you a
death benefit as specified in the Contract. We do not pay a death benefit if the
annuitant dies on or after the Maturity Date.

     If the annuitant dies before the Maturity Date, then we will pay you a lump
sum death benefit equal to the greater of:

          (i) the account value; or

          (ii) the sum of the  payments  you made,  minus the sum of any partial
          surrenders.

     If the Owner is a natural person,  then the Owner may elect to continue the
Contract and become the annuitant if the deceased annuitant was not an Owner. We
calculate the amount of the death  benefit at the price next  computed  after we
receive Proof of Death for the  annuitant.  We will pay you within seven days of
receiving the Proof of Death,  or as soon as we have  sufficient  information to
make the payment.  If the deceased  annuitant was an Owner,  then we will in all
events  pay the Death  Benefit  within  five  years of the date of the  deceased
annuitant's death.

Beneficiary Provisions

     If the beneficiary survives the Owner(s), then the beneficiary will receive
amounts payable under the Contract.  If you do not specify a beneficiary,  or if
no  beneficiary  survives  you by 30 days,  then your  estate  will  receive any
remaining amounts payable under the Contract.

     While  the  annuitant  is  living,   you  may  change  the  beneficiary  or
beneficiaries by sending us written notice.  Once we receive the notice, we will
initiate the change as of the date you signed the written notice. We will not be
liable for any payment  made or other  action taken before we receive and record
such written notice at our home office. A beneficiary  named irrevocably may not
be changed  without  written  consent  of such  beneficiary.  Any  beneficiary's
interest is subject to the rights of any assignee.

Death of Owner

     For a Nonqualified  Contract in which any owner is a natural person, is not
the  annuitant,  and dies before the  Maturity  Date and before the  annuitant's
death, the death benefit provisions described above do not apply.

     In such circumstances,  we will pay to the joint owner the account value in
a lump sum no later than five years  following the date of the Owner's death. If
there is no joint owner,  then we will pay the  beneficiary.  We  calculate  the
account value at the price next  computed  after we receive the Owner's Proof of
Death.  If the joint owner or the beneficiary is the Owner's  surviving  spouse,
then 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. This Contract  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  they may
purchase a Contract.

Charges and Deductions

     We do not deduct  commissions  or sales charges from your payments when you
invest  in the  Contract.  Nor do we not take  surrender  charges  upon  full or
partial surrender of the Contract.  We pay distribution  expenses out of our own
funds.

     We will deduct certain  charges and  deductions  from your account value to
compensate  us for  providing the annuity  payments,  assuming  certain risks in
connection with the Contract, and administering the Contract.

     If there are  profits  from the fees and charges  that we deduct  under the
Contract,  including but not limited to mortality and expense risk charges, then
we may use such profits to finance the distribution of the Contracts.

Mortality and Expense Risk Charge

     We deduct a daily charge from your Contract's  value in the subaccounts for
certain  mortality  and  expense  risks in  connection  with the  Contracts.  We
currently  charge  a daily  rate of  .000010997  of the  value  you have in each
subaccount.  That charge  corresponds  to an annual rate of .40%. We reserve the
right to increase the  Mortality  and Expense  Risk Charge to .70%.  That charge
corresponds  to a  daily  rate of  .000019245,  the  maximum  set  forth  in the
Contract.

     The mortality  and expense risk charge only applies  during the period from
the Effective  Date to the Maturity Date and is not imposed  against the general
account.  The Investment  Experience  Factor for each  subaccount  reflects this
charge.

     Changes in actual mortality  experience or actual expense do not affect the
account  value  or  annuity  payments.   The  mortality  risks  arise  from  the
contractual  obligations  to pay death  benefit  before the Maturity Date and to
make  annuity  payments  for the  annuitant's  entire  life (or,  in the case of
annuity  income  option  2,  the  entire  life of the  annuitant  and the  joint
annuitant).  Thus, we assure you 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 a greater than expected  improvement  in life  expectancy,  will
adversely affect 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.

     The  expense  risk  is 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.




Contract Administration Charge

     The Contract's  administrative  expenses include  processing  applications,
Contract changes, tax reporting, full and partial surrenders,  death claims, and
initial and subsequent  payments;  preparing  annual and  semiannual  reports to
Owners and regulatory compliance reports; and overhead costs.

     We deduct a daily charge from your Contract's  value in the subaccounts for
the  administrative  expenses we incur in  connection  with the Contract and the
Variable  Account.  We  charge a daily  rate of  .000008248  of the value of net
assets you have in each subaccount. This charge corresponds to an annual rate of
 .30%. The Contract Administration Charge only applies during the period from the
Effective  Date to the  Maturity  Date and is not  imposed  against  the general
account.  The Investment  Experience  Factor for each  subaccount  reflects this
charge.

Records Maintenance Charge

     Currently,  we do not charge for records maintenance.  The Contract permits
us to deduct a maximum amount of $40 from your account value at the beginning of
each Contract Year to reflect the cost of performing records maintenance for the
Contracts.  If we imposed this charge,  then we would deduct it  proportionately
from  each  subaccount  and each of the  Declaration  Period(s)  in the  general
account (on a first-in, first-out basis within each Declaration Period) in which
you have allocated funds. If we deducted a Records  Maintenance  Charge, then it
would apply only during the period from the Effective Date to the Maturity Date.
If you surrender the Contract  during a Contract Year, then we would not prorate
it.

Premium Taxes

     Most states and political  subdivisions do not assess premium taxes.  Where
state premium taxes are assessed, we will deduct the amount of tax due from each
payment at rates  ranging  from a minimum of 0.5% to a maximum of 3.5%.  We will
deduct any premium taxes levied by political  subdivisions  from payments.  Such
taxes are generally at rates of less than 1%.

     If the premium tax exceeds 3.5% of the payment,  we will accept the payment
only if you provide written  authorization  allowing us to deduct the applicable
premium tax from the account value.

Other Taxes

     We currently do not charge the Variable Account for any Federal,  state, or
local taxes other than premium  taxes.  If we decide to impose any such taxes on
the  Variable  Account,  then we may deduct  such taxes  from  amounts  you have
invested in the Variable Account.

Transfer Charges

     We do not charge for transfers  among  subaccounts.  However,  the Contract
permits  us to deduct $10 from each  subaccount  for each  transfer  you make in
excess of two in a Contract Year.

     We do not consider the followings to be transfers:  (i) initial allocations
of payments, (ii) reallocations among the Declaration Periods within the general
account,  or (iii)  reallocations from the general account to any subaccounts at
the end of a Declaration Period.

     We treat all transfer requests,  made at the same time, as one request.  We
may impose the transfer charge at any time.

Portfolio Charges

     The portfolios deduct investment  charges from amounts you have invested in
the portfolios.  These charges range from 0.__% to 1.__% annually,  depending on
the portfolio. For more information, see the Fund's prospectus.



Certain Federal Income Tax Consequences

     The  discussion  set forth below is included  for  general  purposes  only.
Before  making any payment  you should  consult  your own tax  adviser  with any
questions  regarding your own situation and as to the consequences of investment
in a contract under Federal and applicable state, local, and foreign tax laws.

     The  following  is  provided  as  general  information.  It is based on our
understanding of current Federal income tax laws and no  representation  is made
as to the  likelihood  that such laws, or their  interpretation  by the Internal
Revenue Service (IRS) will continue. The following is not intended as tax advice
to any individual or Qualified Plan.

     The  Statement  of  Additional   Information   (SAI)  contains   additional
information regarding the possible tax consequences of exchanges or surrenders.

Tax Status of the Contract

     If  you  invest  in a  variable  annuity  as  part  of a  pension  plan  or
employer-sponsored  retirement  program,  your  contract  is called a  Qualified
Contract.  If your annuity is  independent  of any formal  retirement or pension
plan,  it is  termed  a  Nonqualified  Contract.  The tax  rules  applicable  to
Qualified  Contracts vary according to the type of retirement plan and the terms
and conditions of the plan.

Taxation of Nonqualified Contracts

     Diversification  Requirements. The Code requires that the  investments of
each  investment  division of the separate  account  underlying the contracts be
"adequately  diversified"  in order for the  contracts  to be treated as annuity
contracts  for Federal  income tax  purposes.  It is intended  that the Variable
Account, through the Fund and its portfolios, will satisfy these diversification
requirements.

     Owner  Control. In  certain  circumstances,  owners of  variable  annuity
contracts have been  considered for Federal income tax purposes to be the owners
of the assets of the separate  account  supporting  their contracts due to their
ability to exercise investment control over those assets. When this is the case,
the contract owners have been currently  taxed on income and gains  attributable
to the Variable Account assets.  There is little guidance in this area, and some
features  of the  Contract,  such as the  flexibility  of an owner  to  allocate
premium  payments and transfer  amounts  among the  investment  divisions of the
separate account, have not been explicitly addressed in published rulings. While
we believe  that the  Contract  does not give an Owner  investment  control over
separate  account  assets,  we  reserve  the right to  modify  the  Contract  as
necessary  to prevent an Owner from being  treated as the owner of the  separate
account assets supporting the Contract.

     Required  Distributions. In order to be treated as an annuity contract for
Federal income tax purposes, section 72(s) of the Internal Revenue Code requires
any  Nonqualified  Contract to contain  certain  provisions  specifying how your
interest  in the  Contract  will be  distributed  in the event of the death of a
holder of the Contract.  The Nonqualified  Contracts contain provisions that are
intended  to comply  with  these  Code  requirements,  although  no  regulations
interpreting  these  requirements have yet been issued. We intend to review such
provisions  and modify  them if  necessary  to assure  that they comply with the
applicable  requirements,  when such requirements are clarified by regulation or
otherwise.

     Non-Natural  Person. If a  non-natural  person (e.g.,  a corporation  or a
trust) owns a Nonqualified  Contract,  the taxpayer  generally must include,  in
income, any increase in the excess of the accumulation value over the investment
in the Contract  (generally,  the premiums or other  consideration  paid for the
contract)  during the taxable year. There are some exceptions to this rule and a
prospective  owner that is not a natural  person should discuss these with a tax
adviser.

     The following  discussion  generally  applies to Contracts owned by natural
persons.

     Withdrawals. When a withdrawal from a Nonqualified  Contract  occurs,  the
amount  received  will be treated as  ordinary  income,  subject to tax up to an
amount equal to the excess (if any) of the accumulation value immediately before
the distribution  over the Owner's  investment in the Contract  (generally,  the
premiums or other  consideration  paid for the  Contract,  reduced by any amount
previously  distributed  from the Contract  that was not subject to tax) at that
time.  In the case of a  surrender  under a  Nonqualified  Contract,  the amount
received  generally  will be taxable  only to the extent it exceeds  the Owner's
investment in the Contract.

     Penalty Tax on Certain  Withdrawals. In the case of a distribution  from a
Nonqualified  Contract,  there may be imposed a Federal tax penalty equal to ten
percent  of the  amount  treated as income.  In  general,  however,  there is no
penalty on distributions:

          made on or after the taxpayer reaches age 59 1/2;
          made on or after the death of an Owner;
          attributable to the taxpayer's becoming disabled; or
          made as part of a series of substantially  equal periodic payments 
          for the life (or life expectancy) of the taxpayer.

     Other exceptions may be applicable under certain  circumstances and special
rules may be applicable in connection with the exceptions  enumerated above. You
should consult a tax adviser with regard to exceptions from the penalty tax.

     Annuity  Payments. Although  tax  consequences  may vary  depending on the
payout  option  elected  under an annuity  contract,  a portion of each  annuity
payment is generally  not taxed and the  remainder is taxed as ordinary  income.
The  non-taxable  portion of an annuity  payment is  generally  determined  in a
manner that is designed to allow you to recover your  investment in the contract
ratably on a tax-free  basis over the expected  stream of annuity  payments,  as
determined when annuity payments start. Once your investment in the contract has
been  fully  recovered,  however,  the full  amount of each  annuity  payment is
subject to tax as ordinary income.

     Taxation  of Death  Benefit  Proceeds. Amounts may be  distributed  from a
contract  because of your death or the death of the Annuitant.  Generally,  such
amounts  are  includible  in the  income of the  recipient  as  follows:  (i) if
distributed  in a lump sum,  they are taxed in the same manner as a surrender of
the contract,  or (ii) if distributed  under a payout option,  they are taxed in
the same way as annuity payments.

     Transfers,  Assignments  or  Exchanges  of  a  Contract.  A  transfer  or
assignment of ownership of a contract,  the  designation  of an  annuitant,  the
selection of certain maturity dates, or the exchange of a contract may result in
certain  tax  consequences  to you  that  are not  discussed  herein.  An  owner
contemplating  any such transfer,  assignment or exchange,  should consult a tax
advisor as to the tax consequences.

     Withholding. Annuity  distributions  are generally  subject to withholding
for the  recipient's  Federal  income tax  liability.  Recipients  can generally
elect, however, not to have tax withheld from distributions.

     Multiple  Contracts. All annuity  contracts  that are issued by us (or our
affiliates)  to the same  owner  during  any  calendar  year are  treated as one
annuity  contract  for purposes of  determining  the amount  includible  in such
owner's income when a taxable distribution occurs.

Taxation of Qualified Contracts

     Your rights  under a qualified  contract may be subject to the terms of the
retirement  plan  itself,  regardless  of the terms of the  qualified  contract.
Adverse tax  consequences  may result if you do not ensure  that  contributions,
distributions  and other  transactions  with respect to the contract comply with
the law.

     Individual  Retirement  Accounts (IRAs), as defined in Sections 219 and 408
of  the  Internal  Revenue  Code  (Code),  permit  individuals  to  make  annual
contributions  of up to the  lesser of $2,000  or 100% of their  adjusted  gross
income.  The contributions  may be deductible in whole or in part,  depending on
the individual's income. Distributions from certain pension plans may be "rolled
over"  into an IRA on a  tax-deferred  basis  without  regard  to these  limits.
Amounts  in the IRA  (other  than  nondeductible  contributions)  are taxed when
distributed  from the IRA. A 10% penalty tax generally  applies to distributions
made before age 59 1/2, unless certain exceptions apply.

     Corporate pension and profit-sharing plans under Section 401(a) of the Code
allow  corporate  employers to establish  various types of retirement  plans for
employees,  and  self-employed  individuals  to  establish  qualified  plans for
themselves and their employees. Adverse tax consequences to the retirement plan,
the  participant  or both may  result  if the  contract  is  transferred  to any
individual as a means to provide benefit payments, unless the plan complies with
all the  requirements  applicable to such  benefits  prior to  transferring  the
contract.

     Other Tax Issues.  Qualified Contracts have minimum distribution rules that
govern  the  timing  and  amount  of  distributions.  You  should  refer to your
retirement  plan,  adoption  agreement,  or  consult  a  tax  advisor  for  more
information about these distribution rules.

     Distributions from Qualified Contracts generally are subject to withholding
for the  Owner's  Federal  income tax  liability.  The  withholding  rate varies
according to the type of distribution and the Owner's tax status. The Owner will
be  provided  the   opportunity  to  elect  not  to  have  taxes  withheld  from
distributions.

     "Eligible rollover  distributions" from section 401(a) plans are subject to
a  mandatory  federal  income  tax  withholding  of 20%.  An  eligible  rollover
distribution is the taxable portion of any distribution from such a plan, except
certain   distributions   such  as   distributions   required  by  the  Code  or
distributions  in a specified  annuity form. The 20% withholding does not apply,
however,  if the  Owner  chooses a "direct  rollover"  from the plan to  another
tax-qualified plan or IRA.

Our Income Taxes

     At the  present  time,  we make no charge for any  Federal,  state or local
taxes  (other than the charge for state and local  premium  taxes) that we incur
that may be attributable to the investment  divisions of the separate account or
to the contracts.  We do have the right in the future to make additional charges
for any such tax or other economic burden  resulting from the application of the
tax laws that we determine is  attributable  to the investment  divisions of the
separate account or the contracts.

     Under  current laws in several  states,  we may incur state and local taxes
(in addition to premium  taxes).  These taxes are not now significant and we are
not currently  charging for them. If they  increase,  we may deduct  charges for
such taxes.

Possible Tax Law Changes

     Although the  likelihood  of  legislative  changes is  uncertain,  there is
always the  possibility  that the tax treatment of the contract  could change by
legislation  or  otherwise.  Consult a tax adviser with  respect to  legislative
developments and their effect on the Contract.

     We have the right to modify the contract in response to legislative changes
that could otherwise  diminish the favorable tax treatment that annuity contract
owners currently receive.  We make no guarantee  regarding the tax status of any
contact and do not intend the above discussion as tax advice.

General Provisions

The Contract

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




Delay of Payment and Transfers

     We will pay any amount due from the Variable  Account for a full or partial
surrender,  the  death  benefit,  or the  death of the  owner of a  Nonqualified
Contract,  generally  within seven days from the date we receive written notice.
We may be permitted to defer such payment, and transfers, if:

          the NYSE is closed for other  than  usual  weekends  or  holidays,  or
          trading on the Exchange is otherwise  restricted;  

          an  emergency  exists as defined by the SEC or the SEC  requires  that
          trading be restricted; or

          the SEC permits a delay for the protection of Owners.

     We anticipate  that payments and  transfers  from the general  account will
occur within seven  business days after receipt of written  notice.  Pursuant to
state insurance law  requirements,  we reserve the right to defer payments to be
made from the general account for up to six months.

     We may  postpone  any  payment  that is derived,  all or in part,  from any
amount paid to us by check or draft until we determine 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, or transfer
charges.

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, then
we will recalculate the annuity payments to reflect the calculations  that would
have been made had the annuitant's  (and/or joint  annuitant's) age and sex been
correctly stated.

Nonparticipating Contract

     The Contract does not  participate in our divisible  surplus.  The Contract
does not pay dividends.

Notices and Inquiries

         Please send any written notice or request to:

                  Charter National Life Insurance Company
                  8301 Maryland Avenue
                  St. Louis, Missouri  63105.

     Any notice or request  must be on the form and contain the  information  we
require. This includes the Contract number and your full name and signature. Any
notice  that we send you will be sent to the  address  shown in the  application
unless we have on file a written  notice of an  address  change.  All  inquiries
should  include  your  Contract  number  and full name.  If you need  additional
information, you may call us at (800) 242-4402.

Records and Reports

     At the end of each calendar  quarter,  Allstate,  or its  designee,  on our
behalf, will send you, at your last known address of record,  statements listing
the account value, additional payments,  transfers, any charges, and any partial
surrenders  made  during the year.  You will also be sent the Fund's  annual and
semiannual reports.

Year 2000 Disclosure

     Like all financial  services  providers,  Charter,  Allstate and Allstate's
affiliates  utilize systems that may be affected by Year 2000 transition issues.
These  parties  rely  on  service   providers   including   banks,   custodians,
administrators  and  investment  managers  that also may be  affected.  Charter,
Allstate and  Allstate's  affiliates  have  developed  and are in the process of
implementing a Year 2000  transition  plan, and are confirming  that its service
providers are also engaged.  The resources that are being devoted to this effort
are substantial. It is difficult to predict with precision whether the amount of
resources  ultimately  devoted,  or the outcome of these efforts,  will have any
negative impact on Charter, Allstate and its affiliates. However, as of the date
of this  prospectus,  we do not anticipate  that contract owners will experience
negative effects on their investment,  or on the services we provide as a result
of Year 2000  transition  implementation.  Charter,  Allstate and its affiliates
currently  anticipate that their systems will be Year 2000 compliant on or about
December  1998,  but there can be no  assurance  that  Charter,  Allstate or its
affiliates will be successful,  or that interaction with other service providers
will not impair Charter,  Allstate or its affiliates  services at that time. [To
be updated.]

Services Agreement

     On September 2, 1998, we entered into an administrative  services agreement
("Services  Agreement")  with Allstate  under which  Allstate,  or its designee,
provides the  administrative  services in connection  with the Contracts and the
Variable Account on our behalf.  Included among the services are premium payment
processing,  all transfer,  withdrawal  or surrender  requests,  preparation  of
records (including records of all purchases and redemption of the shares of each
portfolio) and reports  relating to the Variable  Account and the Contracts.  In
addition  Allstate is responsible for payment of all expenses in connection with
the Contract and Separate Account. Allstate's principal address is: 3100 Sanders
Road, Northbrook, Illinois 60062.

     At this time you should continue to use the addresses and phone numbers set
forth in this prospectus.

Distribution of the Contract

     The principal  underwriter of the Contracts is CNL. CNL is  wholly-owned by
Allstate. 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, we pay CNL, on a monthly basis, .50% of new and additional payments
for the  Contracts.  We have also entered into a general  expense  reimbursement
agreement with CNL 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 that we issue. We paid commissions to CNL
for the sale of the Contracts totaling $__________ In 1998, $238,447.78 in 1997,
and $230,970.90 in 1996.

     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 our licensed agents.  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. Both CNL
and Scudder reserve the right to discontinue the offering at any time.

The General Account

     Payments you allocate or transfer to the general account become part of our
general account assets that support our annuity and insurance  obligations.  The
general account  includes all of our assets,  except those assets  segregated in
separate accounts.  According to the coinsurance agreement executed on September
2,  1998,  between  Charter  and  Allstate,  the assets of the  general  account
attributable to the Contracts were transferred to Allstate. This agreement makes
it  Allstate's  responsibility  to invest  the  assets of the  general  account,
subject to applicable law. Because of exemptive and  exclusionary  provisions in
the Federal  securities  laws, we have not  registered  interests in the general
account  under the  Securities  Act of 1933 (the "1933  Act"),  and the  general
account  is  not  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.

     We  guarantee  that we will credit  interest to amounts you allocate to the
general account at an effective annual rate of at least 3.5% compounded monthly.
We may declare  higher  interest rates from time to time at our  discretion.  We
will credit the declared  interest  rate for a specific  period of time called a
Declaration  Period. A Declaration Period will not be less than one year or more
than 10 years. You may elect one or more Declaration  Periods  currently offered
when you  allocate or transfer  funds to the general  account.  At any one time,
your  money held in a  Declaration  Period  may be  earning  different  declared
interest rates, if you allocated funds to that  Declaration  Period at different
times.

     We cannot accept  allocations  to the general  account that would  increase
your Contract's value in the general account to over $500,000. We guarantee that
the value held in the general  account will equal all amounts that you allocated
or  transferred to the general  account,  plus any interest  credited,  less any
amounts that you surrendered or transferred from the general  account,  and less
any applicable charges. Amounts you allocate to the general account do not share
in the investment experience of the general account.

     You may not  allocate  or  transfer  an amount  from or within the  general
account  to the  general  account  before the end of that  amount's  Declaration
Period.  We  will  send  notice  to you  30  days  before  the  expiration  of a
Declaration  Period and ask you how to  reallocate  the amounts in the  expiring
Declaration Period. If we do not receive your instructions before the end of the
Declaration Period, then we will transfer your value in the expiring Declaration
Period to the Money Market Subaccount.

Voting Rights

     We will vote the Fund's shares held in the Variable  Account at regular and
special  shareholder  meetings of the Fund in accordance  with  instructions  we
received  from  persons  having  voting  interests  in  the  subaccounts.  If we
determine  that the law  permits us to vote the Fund's  shares in our own right,
then we may elect to do so.

     We will separately calculate the number of votes that you have the right to
instruct for each  subaccount.  We will  determine  the number of votes for each
subaccount,  that you have the right to instruct,  by dividing  your  Contract's
value in a  subaccount  by the net asset  value  per share of the  corresponding
portfolio in which the  subaccount  invests.  We count  fractional  shares.  The
number of votes of a  portfolio,  that you have 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 before that meeting in
accordance with procedures established by the Fund.

     We will  vote  the  Fund's  shares,  for  which  we do not  receive  timely
instructions,  in proportion to the voting instructions which we receive for all
of the variable  annuity  contracts  (including the Contracts) that we issue and
are  participating in that portfolio.  We will also vote our shares that are not
attributable to variable annuity contracts in the same proportion.

     Separate  accounts  of  other  insurance  companies,   including  insurance
companies  affiliated  with us, may also invest  premiums for variable  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  your  voting  instructions.  We  do  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

     The Company and its subsidiaries,  like other life insurance companies, are
involved in lawsuits,  including class action lawsuits. In some class action and
other lawsuits involving  insurers,  substantial damages have been sought and/or
material  settlement  payments  have been  made.  Although  the  outcome  of any
litigation  cannot be predicted with  certainty,  we believe that at the present
time there are not pending or threatened  lawsuits that are reasonably likely to
have a material adverse impact on the Variable Account or us.

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 of the information set forth in the
full registration  statement.  For instance, this prospectus only summarizes the
contents of the  Contract  and other  legal  instruments  contained  in the full
registration  statement.  For  a  complete  statement  of  the  terms  of  those
documents, please refer to the full registration statement as filed.



<PAGE>




Table of Contents for Statement of Additional Information

State Regulation of Charter
Certain Federal Income Tax  Consequences of Certain
   Exchanges and Surrenders
Safekeeping of the Variable Accounts Assets
Purchase and Services Agreement
Calculation of Yields And Total Returns
         Money Market Subaccount Yields
         Other Subaccount Yields
         Total Returns
         Effect of the Records Maintenance Charge on Performance Data
Other Performance Data
         Cumulative Total Returns
         Comparison of Performance and  Expense Information
Legal Matters
Independent Accountants
Financial Statements





















<PAGE>


                                       

Condensed Financial Information

     The following condensed financial information is derived from the financial
statements  of the  Variable  Account.  You should  read the data along with the
financial statements, related notes, and other financial information included in
the Statement of Additional Information.

     The following table sets forth information  regarding the subaccounts for a
Contract for the period from the  commencement  of business  operations  through
December 31, 1998.

                            Money Market Subaccount

         Accumulation Unit Value            Number of Accumulation
         at End of Year                     Units at End of Year
         -----------------------            ----------------------
1998
1997              18.890                             2,521,329
1996              18.074                             2,615,942
1995              17.316                             2,260,561
1994              16.507                             3,197,824
1993              16.030                             1,491,258
1992              15.740                             1,380,156
1991              15.341                               972,042
1990              14.606                               989,667
1989              13.683                               344,621


                                Bond Subaccount
         Accumulation Unit Value            Number of  Accumulation
         at End of Year                     Units at End of Year
         -----------------------            -----------------------
1998
1997              24.894                             951,724
1996              22.979                             764,803
1995              22.508                             896,538
1994              19.181                             690,782
1993              20.287                             755,914
1992              18.179                             631,581
1991              17.109                             406,545
1990              14.653                             210,921
1989              13.697                             182,698


                           Capital Growth Subaccount
         Accumulation Unit Value            Number of Accumulation
         at End of Year                     Units at End of Year
         -----------------------            ----------------------
1998
1997              45.649                             2,923,166
1996              33.863                             2,729,711
1995              28.388                             2,884,663
1994              22.222                             2,683,112
1993              24.773                             2,351,022
1992              20.638                             1,798,119
1991              19.514                               933,120
1990              14.096                               400,044
1989              15.389                               227,343


                           Balanced Subaccount
         Accumulation Unit Value            Number of Accumulation
         at End of Year                     Units at End of Year
         -----------------------            ----------------------
1998
1997              34.936                             1,527,371
1996              28.326                             1,490,127
1995              25.496                             1,603,656
1994              20.270                             1,426,280
1993              20.840                             1,477,645
1992              19.531                             1,243,891
1991              18.389                               779,317
1990              14.592                               492,406
1989              15.029                               399,068










<PAGE>


                                                    

                           International Subaccount
         Accumulation Unit Value            Number of Accumulation
         at End of Year                     Units at End of Year
         -----------------------            ----------------------
1998
1997              33.560                             2,251,880
1996              30.987                             2,593,037
1995              27.188                             2,869,930
1994              24.641                             3,543,387
1993              25.027                             2,767,700
1992              18.287                               785,559
1991              19.003                               446,099
1990              17.174                               370,916
1989              18.830                               107,751


                           Growth and Income Subaccount
         Accumulation Unit Value            Number of Accumulation
         At End of Year                     Units at End of Year
         -----------------------            ----------------------
1998
1997              26.835                             4,225,162
1996              20.713                             3,491,709
1995              17.075                             2,659,025
1994*             13.053                             1,311,518


                           Global Discovery Subaccount
         Accumulation Unit Value            Number of Accumulation
         at End of Year                     Units at End of Year
         -----------------------            ----------------------

1998
1997              14.648                               986,445
1996*             13.126                             1,025,244

* The Growth and Income  Subaccount  commenced  operations  on May 1, 1994.  The
Global Discovery  Subaccount commenced operations on May 1, 1996. The Unit Value
at commencement was 12.500.

<PAGE>
                                                  

                       Statement of Additional Information

                                     For the

                              Scudder Horizon Plan

                  a Flexible Premium Variable Deferred Annuity

                                 Issued Through

                    Charter National Variable Annuity Account

                                   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 Scudder Horizon Plan, a 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, 1999,  by calling  (800)
225-2470 or writing to:
                            Scudder Investment 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, 1999


<PAGE>


                                    Table of Contents



State Regulation of Charter.................................................1

Certain Federal Income Tax Consequences
of Certain Exchanges and Surrenders.........................................1

Safekeeping of the Variable Account's Assets................................2

Purchase and Services Agreements............................................2

Calculation of Yields and Total Returns.....................................2
         Money Market Subaccount Yields.....................................3
         Other Subaccount Yields............................................4
         Total Returns......................................................5
         Effect of the Records Maintenance Charge on
         Performance Data...................................................6

Other Performance Data .....................................................7
         Cumulative Total Returns...........................................7
         Comparison of Performance and Expense
         Information........................................................8

Legal Matters...............................................................8

Independent Accountants ....................................................8

Financial Statements........................................................8





<PAGE>


     In order to supplement  the  description in the  Prospectus,  this document
provides  additional  information  about Charter and the Contract that may be of
interest to you.

                           State Regulation of Charter

     We are 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,  we are 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 the 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 advisers.

     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 advisers.

                  Safekeeping of the Variable Account's Assets

     We hold the assets of the Variable Account.  The assets are kept segregated
and held  separate  and apart from the  general  funds of  Charter.  We maintain
records of all  purchases and  redemptions  of the shares of each  Portfolio.  A
blanket  fidelity bond in the amount of  $10,000,000  covers all of the officers
and employees of Charter.



<PAGE>


                        Purchase and Services Agreements

     On  September  2, 1998  Charter and  Leucadia  entered  into a  coinsurance
agreement ("the  Agreement") with Allstate Life Insurance  Company  ("Allstate")
reinsuring all of Charter's rights,  liabilities and obligations with respect to
the Variable Account under the Contract.  On the same date, Charter and Allstate
entered into an administrative  services agreement ("Services  Agreement") under
which  Allstate,  or its  designee,  has  agreed to provide  the  administrative
services in connection  with the Contract and the Variable  Account on behalf of
Charter.  Included  among such  services  are premium  payment  processing,  all
transfer,  withdrawal  or  surrender  requests,  prepare all records  (including
records of all purchases and  redemption  of the shares of each  portfolio)  and
reports relating to the Variable  Account and the Contract.  As compensation for
its services,  Allstate  retains the charges  deducted from Separate  Account or
Contract  Values.  Allstate  is  responsible  for  payment  of all  expenses  in
connection  with the  Contract and the Separate  Account.  Allstate's  principal
address is 3100 Sanders Rd., Northbrook, Illinois 60062.

     On December  21,  1998,  Allstate  announced  that it has  entered  into an
agreement with Leucadia  National  Corporation,  Charter's  parent  company,  to
purchase  Charter.  The  transaction  is subject to regulatory  approvals and is
expected to close by July 1, 1999.

     CNL,  Inc.  ("CNL")  is  the  principal  underwriter  of the  Contract.  On
September 2, 1998, Leucadia, then the sole owner of all of CNL's stock, sold all
of its CNL stock to Allstate. Allstate is now sole owner of CNL.

                     Calculation of Yields and Total Returns

     From  time to  time,  we may  disclose  yields,  total  returns  and  other
performance  data  pertaining to the Contracts for the Subaccounts in accordance
with the standards deemed 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
      Global Discovery              May, 1996                 May, 1996

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, 1998, were as follows:

                              Current Yield   =         %

                              Effective Yield =         %

     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 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)

We may also disclose the Effective  Yield of the Money Market  Variable  Account
for the same seven-day  period,  determined on a compounded basis. 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))(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 and exclusive of income other than investment  income) 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  Yield 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,  1998,  the Yield for the Bond  Subaccount  was as
follows:

                                    Yield = %

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  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

     We may disclose Standard Average Annualized Total Returns ("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 one, five and
ten years,  respectively,  the Total Returns for these periods will be provided.
Total  Returns  for  other  periods  of time  may,  from  time to time,  also be
disclosed.  Based on the method of  calculation  described  below,  the  Average
Annual Total Returns for the  Subaccounts  for the periods  ending  December 31,
1998, were as follows:

<TABLE>
<CAPTION>


                          Inception of      Inception of         One Year           Five Year         Ten Year 
                         Subaccount to      Portfolio to       Period Ending      Period Ending     Period Ending 
Portfolio                   12/31/98          12/31/98           12/31/98           12/31/98          12/31/98
- ----------------------- ----------------- ------------------ ----------------- ----------------- ------------------

<S>                     <C>               <C>                <C>               <C>   
Money Market*

Bond

Balanced

Capital Growth

International

Growth and Income**                                                                    N/A                N/A

Global Discovery***                                                                    N/A                N/A

</TABLE>

* The Yield quotations for the Money Market Subaccount quoted above more closely
reflect  the  current   earnings  of  this  subaccount  than  the  total  return
quotations.

** Five- and Ten-Year  Average  Annual Total  Returns are not  available for the
Growth and Income Subaccount as it began operations on May 1, 1994.

*** Five- and Ten-Year  Average  Annual Total  Returns are not available for the
Global Discovery Subaccount as it began operations on May 1, 1996.

     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.

     We will calculate Total Returns 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,  we are 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,  we 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 did not,  except in rare
instances, reflect its actual effect on a particular Contract.


<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, 1998, were as
follows:

<TABLE>
<CAPTION>

                          Inception of      Inception of       One Year            Five Year          Ten Year 
                         Subaccount to      Portfolio to     Period Ending       Period Ending      Period Ending 
Subaccount                  12/31/98          12/31/98         12/31/98            12/31/98           12/31/98
- ----------------------- ----------------- ------------------ ----------------- ----------------- ------------------

<S>                     <C>               <C>                <C>               <C>               <C>
Money Market*

Bond

Balanced

Capital Growth

International

Growth and Income**                                                                  N/A                N/A

Global Discovery***                                                                  N/A                N/A

</TABLE>

* Five- and  Ten-Year  Returns  are not  available  for the  Growth  and  Income
Subaccount as it began operations on May 1, 1994.

** Five- and Ten-Year  Cumulative Total Returns are not available for the Global
Discovery Subaccount as it began operations on May 1, 1996.

     We 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.

     We 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.

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 & Poors 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 LLP, 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 John R. Petrowski,  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, 1998 and 1997 and for each of the
three years in the period ended  December 31, 1998 and the financial  statements
of the Charter National Variable Annuity Account as of December 31, 1998 and for
each of the two years in the period  ended  December  31, 1998  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.
    

<PAGE>




                                         PART C
                                    OTHER INFORMATION

Item 24.       Financial Statements and Exhibits
        (a)    Financial Statements
               All required financial  statements are included in Part B of this
               Registration Statement.
        (b)    Exhibits
        (1)    --  Resolutions  of  the  Board  of  Directors  of  Charter
                   National Life Insurance Company  authorizing  establishment
                   of the Variable Annuity Account.1/
        (2)    --  Not Applicable.
        (3)   (a) -- Form of  Principal  Underwriting  Agreement  between
                     Charter  National Life Insurance  Company on its own behalf
                     and on behalf of Charter National Variable Annuity Account,
                     and CNL, Inc. 1/
              (b) --  Form of Expense Reimbursement Agreement between Charter 
                      National Life Insurance Company and CNL, Inc. 1/
              (c) --  Marketing  and  Solicitation   Agreement  dated  as  of
                      September 30, 1988 among Scudder Investor Services, Inc.,
                      Charter National Life Insurance Company, Charter National
                      Variable Annuity Account, and CNL, Inc. 1/
              (d) --  Principal Underwriting Agreement - Schedule A. 1/ 
        (4)   (a) --  Form of Contract for the Flexible Premium Variable 
                      Deferred Annuity. 1/
              (b) --  State Variations in Contract Form. 1/
              (c) --  General Account Endorsement. 1/
              (d) --  Individual Retirement Provision ontract Rider. 1/
              (e) --  Change in Ownership and Annuitant Contract Rider. 1/
              (f) --  Charges Endorsement. 1/
        (5)   (a) --  Form of Application for the Flexible Premium Variable 
                      Deferred Annuity. 1/
              (b) --  State Variations of Application Form. 1/
        (6)   (a) --  Articles of Incorporation of Charter National Life 
                      Insurance Company. 1/
              (b) --  By-Laws of Charter National Life Insurance Company. 1/
                                                                        -- 
        (7)       --  Not Applicable.
        (8)   (a) --  Participation Agreement dated September 3, 1993 between 
                      Scudder Variable Life Investment Fund and Charter
                      National Life Insurance Company. 1/
              (b) --  Reimbursement Agreement dated June 9, 1986 between 
                      Scudder, Stevens & Clark Inc. and Charter National Life 
                      Insurance Company. 1/
              (c) --  Participating Contract and Policy Agreement and 
                      Amendments thereto dated June 4, 1986 between Scudder 
                      Investor Services, Inc. and CNL, Inc. 1/
              (d) --  Amendment to Participating Contract and Policy Agreement
                      dated February 20, 1996. 1/
              (e) --  Purchase Agreement dated February 11, 1998 between Charter
                      National Life Insurance Company, Leucadia National 
                      Corporation and Allstate Life Insurance Company. 2/
              (f) --  Form of Coinsurance  Agreement  between Charter National
                      Life Insurance Company and Allstate Life Insurance 
                      Company. 2/
              (g) --  Form of Administrative Services Agreement between Charter
                      National Life Insurance Company and Allstate Life 
                      Insurance Company. 2/
        (9)   (a) --  Opinion and Consent of Counsel. 4/
              (b) --  Written Consent of Sutherland Asbill & Brennan LLP. 4/
              (c) --  Written Consent of John R. Petrowski, General Counsel of 
                      Charter National Life Insurance Company. 4/
        (10)      --  Written Consent of Independent Accountants. 4/
        (11)      --  Not Applicable.
        (12)      --  Not Applicable.
        (13)      --  Schedule for Computation of Performance Data. 1/
        (14)      --  Not Applicable.
        (15)      --  Powers of Attorney.  3/
                    
1/      Incorporated   herein  by  reference  to   Registrant's   Post-Effective
        Amendment No. 15 to this Form N-4 Registration  Statement filed with the
        SEC via EDGARLINK on February 24, 1997 (File No. 33-22925).
2/      Incorporated   herein  by  reference  to   Registrant's   Post-Effective
        Amendment No. 17 to this Form N-4 Registration  Statement filed with the
        SEC via EDGARLINK on April 24, 1998 (File No. 33-22925).
3/      Filed herewith.
4/      To be filed by subsequent amendment.

Item 25.     Directors and Officers of the Depositor

 
Name and Principal              Positions and Offices
Business Address                With Depositor
- --------------------------      ------------------------------------------

Richard G. Petitt*              Chairman of the Board, President,
                                Director, Chief Executive Officer and
                                Chief Operating Officer

John R. Petrowski**             Vice President, General Counsel,
                                Corporate Secretary and Director

Rocco Nittoli**                 Vice President, Treasurer, Controller
                                and Director

Timothy C. Sentner ***          Senior Vice President

Mark Hornstein ***              Vice President and Director

James E. Jordan                 Director
9 West 57th St.
Suite 4000
New York, NY 10019

Laura Ulbrandt ***              Assistant Secretary

Ian M. Cumming                  Director
Leucadia National Corporation
529 East South Temple
Salt Lake City, UT  84102

Barbara Lowenthal ***           Vice President

Jesse Clyde Nichols III         Director
Nichols Industries, Inc.
5001 E. 59th Street
Kansas City, MO  64130

Joseph S. Steinberg ***         Director

Joseph A. Orlando ***           Vice President and Director



*The principal business address is 3535 S.E. Doubleton Drive, Stuart, FL 34997.
**The principal business address is 335 Adams Street, Brooklyn, NY 11201.
***The principal business address is Leucadia National Corporation, 315 Park
Avenue South, New York, NY 10010.


Item 26.  Persons  Controlled  By or Under Common  Control With the Depositor or
Registrant

Charter  is the  depositor  of Charter  National  Variable  Account,  a separate
account formed in connection  with the sale of variable life insurance  policies
by Charter.  Charter  also is the  depositor  of the Charter  National  Variable
Annuity Account formed in connection with the sale of variable annuity contracts
by Charter.

As described in the  Prospectus,  Charter is engaged in the insurance  business.
Intramerica Life Insurance Company, a Charter subsidiary, offers the Contract to
residents of New York. Charter is a wholly owned subsidiary of Leucadia National
Corporation ("Leucadia"),  a New York corporation. On December 21, 1998 Allstate
Life Insurance Company ("Allstate")  announced that it entered into an agreement
National  Corporation to purchase Charter National Life Insurance  Company.  The
transaction is subject to regulatory  approvals and is expected to close by July
1, 1999.

CNL, Inc. ("CNL") is the principal underwriter of the Contracts. On September 2,
1998, Leucadia,  then sole owner of all of the stock of CNL, sold all of its CNL
stock to Allstate.

Set forth below is certain  information  concerning  each of the active  persons
under  common  control  with  Charter  (other  than  CNL),  including  state  of
organization,  percentage of voting  securities  owned or other basis of control
and principal business.

<TABLE>
<CAPTION>

                                                           Percent of
                                    Jurisdiction           Voting
                                    of                     Securities       Principal
Name                                Incorporation          Owned*           Business
- -----                               -------------          ----------       ---------

<S>                                 <C>                    <C>              <C>         
Centurion Ins. Co.                  New York               100%             Insurance
WMAC Investment Corp.               Wisconsin              100%             Holding
Company
Bellpet, Inc.                       Delaware               100%             Holding
Company
Baldwin-CIS L.L.C.                  Delaware               100%             Investments
Conwed Corporation                  Delaware               100%             Real Estate
Leucadia Film
  Corporation                       Utah                   100%             Film
Products
Neward Corporation                  Delaware               100%             Owner and
                                                                            Operator of
                                                                            Oil Wells

Rastin Investing Corp.              Delaware               100%             Investments
HSD Venture                         California             100%             Real Estate
American Investment
  Company                           Delaware               100%             Holding
Company
Leucadia Aviation, Inc.             Delaware               100%             Aviation
LNC Investments, Inc.               Delaware               100%             Investments
The Sperry and
  Hutchinson Co., Inc.              New Jersey             100%             Trading Stamps
Leucadia, Inc.                      New York               100%             Manufacturing & Investments
College Life
  Development Corp.                 Indiana                100%             Real Estate
Phlcorp, Inc.                       Pennsylvania           100%             Holding Company
Empire Insurance Co.                New York               100%             Insurance
American Investment
  Bank, N.A.                        United States          100%             Banking
Wedgewood Investments
  L.L.C.                            Delaware               100%             Investments
Leucadia Financial
  Corporation                       Utah                   100%             Real Estate

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                          Percent of
                                    Jurisdiction          Voting
                                    of                    Securities       Principal
Name                                Incorporation         Owned*           Business
- -----                               -------------         -----------      ---------

<S>                                 <C>                    <C>             <C>            
AIC Financial Corp.                 Delaware               100%             Real Estate
Leucadia Cellars Ltd.               Delaware               100%             Investments
American Investment
  Financial                         Utah                   100%             Thrift Loan
Allcity Insurance Co.               New York               89.8%            Insurance
Charter National Life
  Insurance Company                 Missouri               100%             Insurance
LUK-CP Administrative
  Services, Inc.                    Delaware               100%
Administrator
LUK-CPG, Inc.                       Delaware               100%             Holding
Company
LUK-CPH, Inc.                       Delaware               100%             Holding
Company
Intramerica Life
  Ins. Co.                          New York               100%             Insurance
Leucadia Properties, Inc.           Utah                   100%             Real Estate
Terracor II                         Utah                   100%             Real Estate
CPAX, Inc.                          Delaware               100%             Holding
Company
Rosemary Beach Land Co.             Florida                100%             Real Estate
Rosemary Beach Cottage
  Rental Co.                        Delaware               100%             Real Estate Rental
Professional Data
  Management, Inc.                  Indiana                100%             Real Estate
Leucadia Investors, Inc.            New York               100%             Investments
Silver Mountain
  Industries, Inc.                  Utah                   100%             Real Estate
Telluride Properties
  Acquisition, Inc.                 Utah                   100%             Real Estate
Baldwin Enterprises,
  Inc.                              Colorado               100%             Holding Company
Commercial Loan Insurance
  Company                           Wisconsin              100%             Insurance
NSAC, Inc.                          Colorado               100%             Real Estate
RERCO, Inc.                         Delaware               100%             Finance
330 MAD. PARENT CORP.               Delaware               100%             Investments
WMAC Credit Insurance
  Corp.                             Wisconsin               100%             Insurance
CDS Devco, Inc.                     California              80%              Investments
San Elijo Ranch, Inc.               California              68%              Real Estate
RRP, Inc.                           Colorado                100%             Real Estate
CDS Holding Corporation             Delaware                100%             Holding Company
International Bottlers
  L.L.C.                            Delaware                71%              Holding Company
Pepsi International
  Bottlers L.L.C.                   Delaware                71%              Holding Company
LUK-REN, Inc.                       New York                100%             Real Estate
Pine Ridge Associates,
  L.P.                              Texas                   75%              Winery
Leucadia Bottling L.L.C.            Utah                    100%             Holding Company
Leucadia Power Holdings,
  Inc.                              Utah                    100%             Holding Company

</TABLE>


* Unless otherwise noted,  voting securities are owned by Leucadia.  A number of
subsidiaries  of Leucadia  are not  included on this list.  Taken  together  and
considered  as a single  subsidiary,  they would not  constitute  a  significant
subsidiary of Leucadia. More detailed information will be supplied upon request.
In addition, inactive companies are not included on this list.

Item 27.  Number of Contract Owners

As of  December  31,  1998  there were  10,060  owners of the  flexible  premium
variable  deferred  annuity,  of which 210 were  Non-qualified  and  9,850  were
Qualified,  issued by the Variable  Account.  As of December 31, 1998 there were
owners  of  the  single  premium  variable  deferred  annuity,   of  which  were
Non-qualified and were Qualified, issued by the Variable Account.

Item 28.  Indemnification

Currently,  there are no provisions or arrangements for  indemnification  of any
individual  either by the  Registrant or by Charter  pursuant to its Articles of
Incorporation or By-Laws.  However,  Section 351.355 of the Missouri General and
Business Corporation Law, in brief, allows a corporation to indemnify any person
who is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  by  reason of the fact  that he is or was a  director,  officer,
employee or agent of the corporation,  against  expenses,  including  attorneys'
fees,  judgments,  fines and amounts paid in settlement  actually and reasonably
incurred by him in connection  with such action if he acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interest of the
corporation.  Where any person was or is a party or is  threatened  to be made a
party in an action or suit by or in the right of the  corporation  to  procure a
judgment in its favor,  indemnification  may not be paid where such person shall
have been adjudged to be liable for negligence or misconduct in the  performance
of his duty to the  corporation,  unless a court  determines  that the person is
fairly and reasonably entitled to indemnity. A corporation has the power to give
any further indemnity, to any person who is or was a director, officer, employee
or agent,  provided for in the Articles of Incorporation or as authorized by any
by-law which has been adopted by vote of the shareholders, provided that no such
indemnity shall  indemnify any person whose action was finally  adjudged to have
been  knowingly  fraudulent,  deliberately  dishonest  of the  result of willful
misconduct.

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

Item 29.  Principal Underwriter

CNL is the  principal  underwriter  of the  Charter  National  Variable  Annuity
Account. CNL is also the principal underwriter for the Charter National Variable
Account,   a  separate   account  of  Charter  formed  in  connection  with  the
distribution of variable life insurance  policies issued by Charter.  And CNL is
principal   underwriter  for  variable  annuity  contracts  issued  through  the
Intramerica Variable Annuity Account.

Commissions  in the amount of $_____  were paid on the  Contracts  to CNL during
Registrant's fiscal year ending 12/31/98.


<PAGE>


The directors and officers of CNL are as follows:


Name and Principal               Positions and Offices
Business Address                 With Underwriter
- ------------------------------   ------------------------------------------

John R. Hunter*                  Director

Louis G. Lower, II*              Director

Michael J. Velotta*              Director and Assistant Secretary

Thomas J. Wilson, II*            Director

A. Sales Miller*                 President

Karen C. Gardner*                Vice President

Kathleen A. Urbanowicz*          Vice President, Secretary and Chief
                                 Compliance Officer

Terry R. Young*                  General Counsel and Assistant Secretary

James P. Zils*                   Treasurer

Robert N. Roeters*               Assistant Vice President

Emma M. Kalaidjian*              Assistant Secretary

Brenda D. Sneed*                 Assistant Secretary

Nancy M. Bufalino*               Assistant Treasurer


*The principal business address is Allstate Life Insurance Company, 3100 Sanders
Road, Northbrook, Illinois 60062-7154.

Item 30.  Location of Accounts and Records

All financial accounts and records required to be maintained by Section 31(a) of
the  1940  Act  and  the  rules  under  it  are  maintained  by  Charter  at its
Philadelphia  Office.  All Contract Owner accounts and documents  required to be
maintained  by  Section  31(a)  of the  1940  Act and  the  rules  under  it are
maintained by Charter at its Home Office.

Item 31.  Management Services

   Not Applicable.

Item 32.  Undertakings

Charter  National Life  Insurance  Company hereby  represents  that the fees and
charges  deducted  under the  Contract,  in the  aggregate,  are  reasonable  in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by Charter National Life Insurance Company.


<PAGE>



                                   SIGNATURES

     As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it has duly caused this amended Registration
Statement  to be signed on its behalf in the City of St.  Louis and the State of
Missouri, on the 26th day of February, 1999.


                        Charter National Variable Annuity Account
                                  (Registrant)
   (Seal)               By: Charter National Life Insurance Company
                                  (Depositor)


Attest:    /s/John R. Petrowski        By:   /s/Rocco Nittoli
           --------------------              ----------------
           John R. Petrowski                 Rocco Nittoli
           Vice President and                Vice President and
              General Counsel                   Treasurer



     As  required  by the  Securities  Act of  1933  this  amended  Registration
Statement  has been signed by the following  persons in their  capacities on the
dates indicated.


Signature                           Title                              Date


* /s/ RICHARD G. PETITT            Chairman of the Board              2/__/99
 Richard G. Petitt                 President and Director
                                   (Chief Executive Officer)
                                   (Chief Operating Officer)


*/s/ROCCO NITTOLI                   Vice President, Treasurer,        2/__/99
Rocco Nittoli                       Controller and Director


*/s/IAN M. CUMMING                  Director                          2/__/99
 Ian M. Cumming


*/s/TIMOTHY C. SENTNER              Senior Vice President             2/__/99
 Timothy C. Sentner


*/s/JOHN R. PETROWSKI               Vice President, General           2/__/99
 John R. Petrowski                  Counsel, Corporate
                                    Secretary and Director

*/s/LAURA ULBRANDT                  Assistant Secretary               2/__/99
 Laura Ulbrandt


*/s/JESSE CLYDE NICHOLS, III        Director                          2/__/99
 Jesse Clyde Nichols, III


*/s/MARK HORNSTEIN                  Vice President and                2/__/99
 Mark Hornstein                      Director


*/s/JOSEPH S. STEINBERG             Director                          2/__/99
 Joseph S. Steinberg


*/s/BARBARA LOWENTHAL               Vice President                    2/__/99
 Barbara Lowenthal


*/s/JOSEPH A. ORLANDO               Vice President and                2/__/99
 Joseph A. Orlando                  Director


*/s/JAMES E. JORDAN                 Director                          2/__/99
 James E. Jordan


 *Pursuant to Power of Attorney


(Seal)                                  Date:  February  26, 1999


Attest:  /s/John R. Petrowski            By:  /s/Rocco Nittoli
         --------------------                 ----------------
         John R. Petrowski                    Rocco Nittoli
         Vice President and                   Vice President and
          General Counsel                      Treasurer


<PAGE>



                                  Exhibit List


Exhibit 15                                 Powers of Attorney





                                                                   Exhibit 15

                                POWER OF ATTORNEY


     We,  the  undersigned  directors  and  officers  of Charter  National  Life
Insurance Company,  a Missouri stock life insurance  company,  hereby constitute
and appoint Richard G. Petitt, John R. Petrowski and Rocco Nittoli,  and each of
them  (with  power  to  each  of  them  to  act  alone),  our  true  and  lawful
attorneys-in-fact  and  agents,  with full power to sign for us and in our names
and in the  capacities  indicated  below,  any  and  all  amendments  (including
post-effective  amendments)  to  the  Registration  Statements  filed  with  the
Securities  and  Exchange  Commission  for the  purpose of  registering  Charter
National  Variable  Annuity  Account,   established  by  Charter  National  Life
Insurance  Company  on  May  15,  1987  as a unit  investment  trust  under  the
Investment Company Act of 1940 and the variable annuity contracts issued by said
separate  account  under  the  Securities  Act of  1933,  hereby  ratifying  and
confirming  our  signatures as they may be signed by our said  attorneys-in-fact
and agents, to said Registration Statements and any and all amendments thereto.

                  Witness our hands on the date set forth below.

<TABLE>
<CAPTION>

                                                                                      
<S>                                    <C>                     <C>                   <C> 
Signature                               Date                   Signature             Date   
- ----------                             -------                 ----------            ----


/s/ Richard G. Petitt                  2//99            /s/ Ian M. Cumming           2//99     
- ---------------------                                     ------------------ 
    Richard G. Petitt                                      Ian M. Cumming         


/s/ Mark Hornstein                     2//99            /s/ James E. Jordan         2//99 
- ------------------                                        ------------------- 
Mark Hornstein                                            James E. Jordan               


/s/ John R. Petrowski                   2//99           /s/ Rocco Nittoli              2//99
- ---------------------                                     -----------------
John R. Petrowski                                         Rocco Nittoli                


/s/ Laura Ulbrandt                      2//99             /s/Barbara Lowenthal         2//99
- ------------------                                        --------------------
Laura Ulbrandt                                            Barbara Lowenthal

/s/ Jesse Clyde Nichols III             2//99             /s/ Joseph S. Steinberg      2//99
- ---------------------------                               -----------------------
Jesse Clyde Nichols III                                   Joseph S. Steinberg

/s/ Joseph A. Orlando                   2//99             /s/ Timothy C. Sentner       2//99
- ---------------------                                     ----------------------
Joseph A. Orlando                                         Timothy C. Sentner

</TABLE>




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