VARIABLE ACCOUNT I OF AIG LIFE INS CO
485BPOS, 1995-12-29
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                                                        MMVA.171  12/12/95
<PAGE>






  <REDLINE>
  AS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  ON
  DECEMBER 29, 1995
                                                File No. 33-39171
                                                         811-5301
                 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. 7                       [X]
  REGISTRATION  STATEMENT  UNDER  THE INVESTMENT  COMPANY  ACT OF
  1940
  Amendment No. 23                                       [X]

                 (Check appropriate box or boxes.)

                         VARIABLE ACCOUNT I
                     (Exact Name of Registrant)

                     AIG Life Insurance Company
                        (Name of Depositor)

            One Alico Plaza, Wilmington, Delaware 19899
       (Address of Depositor's Principal Executive Offices)  
                             (Zip Code)

    Depositor's Telephone Number, including Area Code (302) 594-
  2000

                        Robert Liguori, Esq.
                     AIG Life Insurance Company
                          One Alico Plaza
                     Wilmington, Delaware 19899
              (Name and Address of Agent for Service) 

                             Copies to:

       Michael Berenson, Esq.             Florence Davis, Esq.
       Jorden Burt Berenson & Johnson LLP American International
       Suite 400 East                     Group, Inc.
       1025 Thomas Jefferson Street, N.W. 70 Pine Street
       Washington, D.C. 20007-0805        New   York,  New   York
       10270

  Approximate  Date of  Proposed  Public Offering:    As soon  as
  practicable  after   the   effective  date   of  this   filing.
  </REDLINE>



                                                        MMVA.171  12/12/95
<PAGE>






  It is proposed that  this filing  will become effective  (check
  appropriate box)
       __X_ immediately upon filing pursuant to  paragraph (b) of
            Rule 485 <REDLINE>
       ___  on ______ pursuant to paragraph (b) of Rule 485
       ___  60 days after filing pursuant  to paragraph (a)(i) of
            Rule 485
       ___  on ______ pursuant to paragraph (a)(i) of Rule 485
  <REDLINE>
  If appropriate, check the following box:
       ___  this   post-effective  amendment   designates  a  new
            effective date for a previously filed  post-effective
            amendment.

  Registrant  has  declared  that  it  registered  an  indefinite
  number or amount  of securities in accordance  with Rule  24f-2
  under the Investment Company Act  of 1940.  Registrant  filed a
  Rule 24f-2 notice for its  most recent fiscal year  on February
  22, 1995.
  <REDLINE>
                          EXPLANATORY NOTE

       This  Post-Effective  Amendment  shall  not  supersede  or
  effect  Post-Effective Amendment  No.  6 to  this  Registration
  Statement filed on April 28, 1995. </REDLINE>




























                                                        MMVA.171  12/12/95
<PAGE>






                       CROSS REFERENCE SHEET
                       (required by Rule 495)

  <TABLE>
  <CAPTION>

  Item No.                                           Location
                                       PART A
  <S>              <C>                               <C>
  Item 1.          Cover Page                        Cover Page

  Item 2.          Definitions                       Definitions

  Item 3.          Synopsis                          Highlights

  Item 4.          Condensed Financial Information   Condensed           Financial
  Information
  <REDLINE>
  Item 5.          General Description of Registrant The Variable Account; The
                    Depositor, and Portfolio         Company;
                    Companies
  </REDLINE>
  Item 6.          Deductions and Expenses           Charges and Deductions

  Item 7.          General Description of Variable   Purchasing    a     Contract;
  Rights
                    Annuity Contracts                under the Contracts

  Item 8.          Annuity Period                    Annuity Period

  Item 9.          Death Benefit                     Death Benefit

  Item 10.         Purchases and Contract Value      Rights under the
                                                      Contracts; Purchasing a
                                                      Contract 

  Item 11.         Redemptions                       Withdrawals

  Item 12.         Taxes                             Taxes

  Item 13.         Proceedings                       Not Applicable

  Item 14.         Table of Contents of the          Table of Contents of the
                    Statement of Additional           Statement of Additonal
                    Information                      Information
  </TABLE>







                                                        MMVA.171  12/12/954
<PAGE>






  <TABLE>
  <CAPTION>

  Item No.                                           Location
                                 PART B           

  <S>              <C>                               <C>

  Item 15.         Cover Page                        Cover Page

  Item 16.         Table of Contents                 Table of Contents

  Item 17.         General Information and History   General Information

  Item18.          Services                          Services

  Item 19.         Purchase of Securities            Purchasing a Contract;
                    Being Offered                     Charges and Deductions
                                                      (Part A)

  Item 20.         Underwriters                      General Information/
                                                      Distributor

  Item 21.         Calculation of Performance        Calculation of
                    Data                             Performance           Related
  Information

  Item 22.         Annuity Payments                  Annuity Provisions

  Item 23.         Financial Statements              Financial Statements
  </TABLE>

                               PART C
             

  Information required  to be  included in  Part C  is set  forth
  under the  appropriate item,  so numbered,  in Part  C to  this
  Registration Statement.















                                                        MMVA.171  12/12/955
<PAGE>































                               PART A



























                                                        MMVA.171  12/12/956
<PAGE>






                     AIG LIFE INSURANCE COMPANY
                          One Alico Plaza
                     Wilmington, Delaware 19899

                INDIVIDUAL SINGLE  PURCHASE DEFERRED
                     VARIABLE ANNUITY CONTRACTS

                             issued by

                         VARIABLE ACCOUNT I

                                and

                     AIG LIFE INSURANCE COMPANY

       The Individual Single  Purchase Payment Deferred  Variable
  Annuity   Contracts  (the   "Contracts")   described  in   this
  Prospectus  provide for  accumulation  of  Contract Values  and
  payment of  monthly annuity  payments.   The  Contracts may  be
  used in retirement plans which  do not qualify for  federal tax
  advantages ("Non-Qualified  Contracts") or  in connection  with
  retirement  plans which  may qualify  as Individual  Retirement
  Annuities ("IRA")  under Section  408 of  the Internal  Revenue
  Code of 1986,  as amended (the "Code") or Section 403(b) of the
  Code ("403(b) Plans").   The Contracts will not be available in
  connection   with  retirement   plans  designed   by  AIG  Life
  Insurance  Company  (the   "Company")  which  qualify  for  the
  federal  tax advantages available under Sections 401 and 457 of
  the Code.    Purchasers  intending  to  use  the  Contracts  in
  connection with  an IRA  or 403(b)  Plan should seek  competent
  tax advice.
  <REDLINE>
       Purchase payments for  the Contracts will be  allocated to
  a segregated  investment account of  the Company which  account
  has  been   designated  Variable   Account  I   (the  "Variable
  Account").  The assets of each sub-account within  the Variable
  Account are invested  in a corresponding portfolio  as selected
  by the Owner from the  following 14 choices:   the Conservative
  Investors   Portfolio,   Growth  Investors   Portfolio,  Growth
  Portfolio,  or Growth  and  Income  Portfolio of  the  ALLIANCE
  VARIABLE  PRODUCTS SERIES  FUND, INC.  ("Alliance  Funds"); the
  High  Income   Portfolio,   Growth  Portfolio,   Money   Market
  Portfolio, Overseas  Portfolio,  Asset  Manager  Portfolio,  or
  Investment  Grade Bond  Portfolio  of the  FIDELITY INVESTMENTS
  VARIABLE INSURANCE PRODUCTS FUNDS ("Fidelity  Funds"); the Zero
  Coupon  Portfolio  of  the  DREYFUS  VARIABLE  INVESTMENT  FUND
  ("Dreyfus Fund"); the  Gold and Natural Resources  Portfolio or
  Worldwide  Balanced  Portfolio,  of   the  VAN  ECK   WORLDWIDE
  INSURANCE TRUST ("Van Eck  Funds"); or the DREYFUS STOCK  INDEX
  FUND. 



                                                        MMVA.171  12/12/957
<PAGE>






       This  Prospectus concisely  sets forth  the information  a
  prospective   investor   ought  to   know   before   investing.
  Additional information about the Contracts  is contained in the
  "Statement of Additional Information" which  is available at no
  charge.   The  Statement  of  Additional Information  has  been
  filed  with  the  Securities and  Exchange  Commission  and  is
  hereby incorporated  by reference.   The Table  of Contents  of
  the Statement  of Additional Information  can be found on  page
  ____   of this  Prospectus.   For the  Statement of  Additional
  Information dated __________  __, 1996, call or  write AIG Life
  Insurance  Company;  Attention: Variable  Products,  One  Alico
  Plaza, Wilmington, Delaware 19801, 1-800-340-2765. </REDLINE>

  INQUIRIES:   Purchaser  inquiries  can be  made by  calling the
  service office at 1-800-340-2765.

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

       PLEASE READ  THIS PROSPECTUS CAREFULLY AND  RETAIN IT
       FOR YOUR FUTURE REFERENCE.

       THE  CONTRACTS OFFERED  BY  THIS  PROSPECTUS ARE  NOT
       AVAILABLE IN ALL STATES.
  <REDLINE>     Date of Prospectus: __________ __, 1996</REDLINE>


























                                                        MMVA.171  12/12/958
<PAGE>






                           TABLE CONTENTS
                                                     PAGE
  Definitions
  Highlights
  Summary of Expenses
  Condensed Financial Information
       Calculation of Performance Data
  The Company
  The Variable Account <REDLINE>
  The Funds and the Investment Advisors </REDLINE>
  Charges and Deductions
       Deduction for Premium and Other Taxes
       Deduction for Mortality and Expense
         Risk Charge
       Deduction for Deferred Sales Charge
       Deduction for Administrative Charge
       Deduction for Income Taxes
       Other Expenses
  Rights under the Contracts
  Annuity Period
       Annuity Benefits
       Annuity Date
       Annuity Options
       Annuity Payments
  Death Benefit
       Death Benefit
       Death of the Purchaser
  Purchasing a Contract
       Application
       Purchase Payments
       Discount Purchase Programs
       Distributor
  Contract Value
  Withdrawals
       Partial Withdrawal
       Total Withdrawal
       Systematic Withdrawal Program
       Payment of Withdrawals
  Taxes
       Introduction
       Company Tax Status
       Taxation of Annuities In General
       Diversification Standards
       Qualified Plans
       Individual Retirement Annuities
         403(b) Plans
  Appendix - General Account Option
  Table of Contents of the Statement of Additional Information





                                                        MMVA.171  12/12/959
<PAGE>






                            DEFINITIONS

  Accumulation Period - The period prior to the Annuity Date.

  Accumulation  Unit  -  Accounting  unit   of  measure  used  to
  calculate the Contract Value prior to the Annuity Date.

  Age - Age means age last birthday.

  Annuitant -  The person  upon  whose continuation  of life  any
  annuity  payment involving  life  contingencies  depends.   The
  Annuitant  named in the application.

  Annuity Date  -  The date  at  which  annuity payments  are  to
  begin.

  Annuity Unit  - Accounting  unit of  measure used to  calculate
  variable annuity payments.

  Beneficiary -  The person or persons  named in  the application
  who will receive any benefit upon  the death of the Owner   (or
  Annuitant as applicable) prior to the Annuity Date.  

  Contingent Owner  - The Contingent  Owner, if any,  must be the
  spouse of  the Purchaser  as named in  the application,  unless
  changed.

  Contract Anniversary -  The same month and date  as the Date of
  Issue in each subsequent year of the Contract or Certificate.

  Contract  Value -  The value  of all  amounts accumulated under
  the Contract or Certificate.

  Contract Year  - Any  period of twelve  (12) months  commencing
  with  the  Date  of Issue  and  each  Contract  or  Certificate
  Anniversary thereafter.

  Contribution  Year -  any period of  12 months  commencing with
  the date  a Purchase  Payment is  made and  ending on  the same
  date in each succeeding 12 month period thereafter.

  Date of Issue - The date when  the initial purchase payment was
  invested.

  Deferred Sales  Charge - The  sales charge that  may be applied
  against  amounts  withdrawn  prior  to   the  Annuity  Date  if
  withdrawal is within six years of a purchase payment.

  General Account  - All of  the Company's assets  other than the
  assets of the Variable Account and any other separate  accounts
  of the Company.


                                                        MMVA.171  12/12/9510
<PAGE>







  <REDLINE>
  Office - The Annuity Service  Office of the Company:  One Alico
  Plaza,  600 King  Street, P.O. Box  8718, Wilmington, DE 19899.
  </REDLINE>

  Owner  -     The  person  designated  as   contract  owner   or
  certificate owner in the application, unless changed.  

  Valuation Date - Each day  that the New York Stock Exchange  is
  open for trading.

  Valuation Period -  The period commencing  as of  the close  of
  the New York Stock Exchange  (presently 4 P.M., New  York time)
  on each Valuation  Date and ending as  of the close of  the New
  York Stock Exchange on the next succeeding Valuation Date.

  Variable  Account  -  A  separate  investment  account  of  the
  Company,  designated  Variable Account I,  into  which purchase
  payments will be allocated.

































                                                        MMVA.171  12/12/9511
<PAGE>






                             HIGHLIGHTS

  Purchase  payments for  the Contracts  will be  allocated to  a
  segregated investment account of the  Company which account has
  been  designated Variable  Account I  (the "Variable Account").
  <REDLINE>    The Variable  Account  invests  in  shares of  the
  Portfolios of the available Funds.</REDLINE>

  The  Contracts  provide  that  in  the  event  that   an  Owner
  withdraws all or  a portion of  the Contract  Value within  the
  first  six contract  years  there may  be  assessed a  Deferred
  Sales Charge.  The  Deferred Sales Charge  is based on a  table
  of charges, of  which the maximum charge is currently 6% of the
  Contract Value subject  to a maximum  of 8.5%  of the  purchase
  payment.    (See  "Charges  and   Deductions  -  Deduction  for
  Deferred Sales Charge" on page ____.)

  Any premium  or other  taxes levied by  any governmental entity
  with  respect  to the  Contracts  will be  charged  against the
  purchase payments or  Contract Value.  Premium  taxes currently
  imposed by certain  states on the  Contracts range  from 0%  to
  3.5%.  The  Company will also  deduct from  any amount  payable
  under the Contracts  any income taxes a  governmental authority
  requires the Company to  withhold with respect to  that amount.
  (See "Charges and  Deductions- Deduction for Premium  and Other
  Taxes" on page  ___.)

  The  Company  deducts  from  the   Contract  Value  and/or  the
  Variable Account  any Federal income  taxes resulting from  the
  operation  of  the Variable  Account.    The Company  does  not
  currently anticipate incurring any income  taxes. (See "Charges
  and Deductions - Deduction for Income Taxes" on page ___.)

  The  Company deducts for each Valuation  Period a Mortality and
  Expense Risk Charge  which is equal on an annual basis to 1.25%
  of the average daily net  asset value of the  Variable Account.
  (See  "Charges and  Deductions -  Deduction  for Mortality  and
  Expense Risk Charge" on page ___.)

  The   Company   deducts   for   each   Valuation    Period   an
  Administrative  Charge which  is  equal on  an annual  basis to
  0.15% of  the average  daily net  asset value  of the  Variable
  Account.     In  addition,  the   Company  deducts  an   annual
  Administrative Charge  which is  currently $30  per year,  from
  the Contract  Value.  The  Administrative Charges are  designed
  to reimburse the  Company for administrative  expenses relating
  to maintenance of the Contract  and the Variable Account.   The
  Company may  increase the  annual Administrative  Charge to  an
  amount not  to  exceed  $100  per  year.    (See  "Charges  and
  Deductions  -  Deduction for  Administrative  Charge"  on  page
  ___.)


                                                        MMVA.171  12/12/9512
<PAGE>







  <REDLINE>
  There are deductions  and expenses paid  out of  the assets  of
  the Funds which are described  in the accompanying Prospectuses
  for the Funds.</REDLINE>

  There is a  10% tax penalty  applied to  the income portion  of
  any premature  distribution from the  Contracts.  However,  the
  penalty is not  imposed on certain distributions  including but
  not  limited  to  amounts  received:  (a)  after  the  taxpayer
  reaches age  59 1/2; (b)  after the death of  the Annuitant (or
  Owner,  as  applicable);   (c)  if  the  taxpayer   is  totally
  disabled;  (d) in  a  series  of substantially  equal  periodic
  payments made for  the life of  the taxpayer or  for the  joint
  lives  of  the  taxpayer  and  his  beneficiary;  (e)  under an
  immediate  annuity;   (f)  which  are   allocable  to  purchase
  payments made prior to August  14, 1982; (g) under  a qualified
  funding asset (as  defined in Code Section 130(d)); or (h) that
  are  purchased by an employer upon termination of certain types
  of qualified plans  and which are  held by  the employer  until
  the employee  separates from service.   Withdrawals are  deemed
  to be on a last-in-first-out basis.  (See "Taxes -  Taxation of
  Annuities in General" on page ___)

  The  Contract Owner  may return  the Contract  within  ten (10)
  days  (the  "Free  Look  Period")  after   it  is  received  by
  delivering  or mailing  it  to the  Company's  Office.   If the
  Contract  is purchased in Kansas or South Carolina and replaces
  any existing  life insurance  policy or  annuity, the  Contract
  Owner will be  given a twenty (20)  day Free Look Period.   The
  return  of the  Contract  by mail  will  be effective  when the
  postmark  is  affixed  to  a  properly  addressed  and  postage
  prepaid envelope.   The Company will refund the Contract Value.
  However, if  the  laws of  a  state  require that  the  Company
  refund, during the  Free Look Period,  an amount  equal to  the
  purchase payment  paid less any  withdrawals, the Company  will
  refund  such  an  amount.        purchase  payment,  less   any
  withdrawals, or the Contract Value.















                                                        MMVA.171  12/12/9513
<PAGE>






                        SUMMARY OF EXPENSES


  Contract Owner Transaction Expenses           All Sub-Accounts

      Sales Loan Imposed on Purchases . . . .              None
      Deferred Sales Load (as a percentage 
      of amount surrendered):
        Contract Year 1 . . . . . . . . . . .              6%
        Contract Year 2 . . . . . . . . . . .              5%
        Contract Year 3 . . . . . . . . . . .              4%
        Contract Year 4 . . . . . . . . . . .              3%
        Contract Year 5 . . . . . . . . . . .              2%
        Contract Year 6 . . . . . . . . . . .              1%
        Contract Year 7 and thereafter  . . .              None
      Exchange Fee Currently:
        First 12 Per Contract Year  . . . . .              None
        Thereafter  . . . . . . . . . . . . .              $ 10
  <REDLINE>
  Annual Contract Fee . . . . . . . . . . . .              $ 30
  </REDLINE>
  Separate Account Expenses
  (as a percentage of average account value)
      Mortality and Expense Risk Fees . . . .              1.25%
      Account Fees and Expenses . . . . . . .               .15%
      Total Separate Account Annual Expenses               1.40%

  Annual Fund Expenses After Expense Reimbursements*
  <TABLE>
  <CAPTION>
                                                                           Total
                                       Management              Other
  Portfolio
                                       Fee                     Expenses
  Expenses
  <S>                                  <C>                     <C>         <C>
  ALLIANCE
  Conservative Investors               0.00                    0.95        0.95
  Growth Investors                     0.00                    0.95        0.95
  Growth                               0.00                    0.95        0.95
  Growth and Income                    0.62                    0.28        0.90

  Expenses on a hypothetical $1,000 policy, assuming 5% growth:
  </TABLE>









                                                        MMVA.171  12/12/9514
<PAGE>






  <TABLE>
  <CAPTION>
  <REDLINE>
  If you Surrender:                    1 Year     3 Years      5 Years     1    0
  Years
  ALLIANCE
  <S>                                  <C>        <C>          <C>         <C>
  Conservative Investors               80         114          150         276
  Growth Investors                     80         114          150         276
  Growth                               80         114          150         276
  Growth and Income                    79         113          147         271

  If you Annuitize:                    1 Year     3 Years      5 Years     1    0
  Years
  ALLIANCE
  Premier Growth                       25         75           129         276
  Growth & Income                      25         75           129         276
  Short Term Multi-Market              25         75           129         276
  All Others                           24         74           127         271

  If you do not Surrender              1 Year     3 Years      5 Years     1    0
  Years
  ALLIANCE
  Premier Growth                       25         75           129         276
  Growth & Income                      25         75           129         276
  Short Term Multi-Market              25         75           129         276
  All Others                           24         74           127         271

  </TABLE>
  Annual Fund Expenses After Expense Reimbursements

  <TABLE>
  <CAPTION>
                                                                           Total
                                                  Management   Other
  Portfolio
                                                  Fee          Expenses
  Expenses
  <S>                                             <C>          <C>         <C>
  DREYFUS
  Zero Coupon 2000                                0.00         0.00        0.00

  Expenses on a hypothetical $1,000 policy, assuming 5% growth:

  </TABLE>








                                                        MMVA.171  12/12/9515
<PAGE>






  <TABLE>
  <CAPTION>

  If you Surrender:                    1 Year     3 Years
  <S>                                  <C>        <C>
  DREYFUS
  Zero Coupon 2000                     71         86

  If you Annuitize:                    1 Year     3 Years
  DREYFUS
  Zero Coupon 2000                     15         46

  If you do not Surrender              1 Year     3 Years
  DREYFUS
  Zero Coupon 2000                     15         46

  </TABLE

  Annual Fund Expenses After Expense Reimbursements

  
</TABLE>
<TABLE>
  <CAPTION>
                                                                           Total
                                                  Management   Other
  Portfolio
                                                  Fee          Expenses
  Expenses
  <S>                                             <C>          <C>         <C>
  DREYFUS STOCK 
  INDEX FUND                                      0.30         0.10        0.40

  Expenses on a hypothetical $1,000 policy, assuming 5% growth:
  </TABLE>

  <TABLE>
  <CAPTION>
  If you Surrender:                    1 Years    3 Years
  DREYFUS STOCK
  <S>                                  <C>        <C>
  INDEX FUND                           75         98

  If you Annuitize:                    1 Year     3 Years
  DREYFUS STOCK
  INDEX FUND                           19         58

  If you do not Surrender              1 Year     3 Years
  DREYFUS STOCK
  INDEX FUND                           19         58
  </TABLE>




                                                        MMVA.171  12/12/9516
<PAGE>






  Annual Fund Expenses After Expense Reimbursements
  <TABLE>
  <CAPTION>
                                                                           Total
                                       Management              Other
  Portfolio
                                       Fee                     Expenses
  Expenses
  <S>                                  <C>                     <C>         <C>
  FIDELITY
  Asset Manager                        0.72                    0.08        0.80
  Growth                               0.62                    0.03        0.69
  High Income                          0.61                    0.10        0.71
  Overseas                             0.77                    0.15        0.92
  Money Market                         0.20                    0.07        0.27
  Investment Grade Bond                0.46                    0.21        0.67

  Expenses on a hypothetical $1,000 policy, assuming 5% growth:
  </TABLE>

  <TABLE>
  <CAPTION>
  If you Surrender:                    1 Year     3 Years
  <S>                                  <C>        <C>
  FIDELITY
  Asset Manager                        78         110
  Growth                               77         106
  High Income                          78         107
  Overseas                             80         113
  Money Market                         73         94
  Investment Grade Bond                77         106

  If you Annuitize:                    1 Year     3 Years
  FIDELITY
  Asset Manager                        23         71
  Growth                               22         67
  High Income                          22         68
  Overseas                             24         74
  Money Market                         18         54
  Investment Grade Bond                22         67

  If you do not Surrender              1 Year     3 Years
  FIDELITY
  Asset Manager                        23         71
  Growth                               22         67
  High Income                          22         68
  Overseas                             24         74
  Money Market                         18         54
  Investment Grade Bond                22         67

  Annual Fund Expenses After Expense Reimbursements
  </TABLE>

                                                        MMVA.171  12/12/9517
<PAGE>






  <TABLE>
  <CAPTION>

                                                                           Total
                                       Management              Other
  Portfolio
                                       Fee                     Expenses
  Expenses
  <S>                                  <C>                     <C>         <C>
  VAN ECK
  Worldwide Balance                    0.00                    0.00        0.00
  Gold and Natural Resources           0.96                    0.00        0.96

  Expenses on a hypothetical $1,000 policy, assuming 5% growth:
  </TABLE>

  <TABLE>
  <CAPTION>

  If you Surrender:                    1 Year     3 Years
  <S>                                  <C>        <C>
  VAN ECK
  Worldwide Balance                    71         86
  Gold and Natural Resources           80         114

  If you Annuitize:                    1 Year     3 Years
  VAN ECK
  Worldwide Balance                    15         46
  Gold and Natural Resources           25         75

  If you do not Surrender              1 Year     3 Years
  VAN ECK
  Worldwide Balance                    15         46
  Gold and Natural Resources           25         75

  </TABLE>
  </REDLINE>
















                                                        MMVA.171  12/12/9518
<PAGE>






       The  purpose of the table set forth above is to assist the
  Contract Owner in understanding the  various costs and expenses
  that a  Contract Owner will  bear directly or  indirectly.  The
  table reflects expenses  of the Variable Account as well as the
  Fund.  The  Annual Administrative  Charge for  purposes of  the
  Expense Table,  above, was based  upon the assessment  of a $30
  charge on  a  Contract Value  of  $5,000.   (See  "Charges  and
  Deductions" on page  ___ of this Prospectus and  "Management of
  the Fund" in the Fund Prospectus.)

       Any  premium or  other taxes  levied  by any  governmental
  entity with  respect to the  Contracts will be charged  against
  the purchase payments or  Contract Value based on a  percentage
  of premiums  paid.  Premium taxes  currently imposed by certain
  states  on the  Contracts  range from  0%  to 3.5%  of premiums
  paid.   (See "Charges  and Deductions -  Deduction for  Premium
  and Other Taxes" on page ___.)

       "Other  Expenses"  are based  upon  the expenses  outlined
  under the  section entitled  "Management of  the  Fund" in  the
  Fund Prospectus.
  <REDLINE>
       *Fund   operating  expenses  for  the  Growth  and  Income
  Portfolio,  before  reimbursement  by  the  Fund's   investment
  adviser,  for the period ending December  31, 1995, were 0.91%.
  Fund  operating expenses  for the  following Portfolios, before
  reimbursement by  the relevant Fund's  investment adviser,  for
  the period  ending December  31,  1995, were  estimated to  be:
  20.35% for  the Conservative Investors;  41.62% for the  Growth
  Investors; 04.19%  for the Growth;  0.71% for the High  Income,
  0.69% for the  Growth; 0.27% for  the Money  Market; 0.92%  for
  the Overseas;  0.80%  for  the  Asset Manager;  0.67%  for  the
  Investment Grade  Bond; 0.00% for  the Zero Coupon;  0.40%  for
  the  Dreyfus Stock  Index;  0.96%  for  the  Gold  and  Natural
  Resources; and  78.40% for  the Worldwide  Balanced Portfolios,
  of the average daily net assets.  </REDLINE>

       In  the event that an Owner  withdraws all or a portion of
  the Contract Value  in excess of the Free Withdrawal Amount for
  the  first withdrawal  in a Contract  Year, or makes subsequent
  withdrawals in a  Contract Year, a Deferred Sales Charge may be
  imposed.   The Free Withdrawal  Amount is equal  to 10% of  the
  Contract Value  at the time  of withdrawal.   (See "Charges and
  Deductions  - Deduction  for  Deferred  Sales Charge"  on  page
  ___.)

       The Example should  not be considered a  representation of
  past or future expenses and  actual expenses may be  greater or
  less than those shown.




                                                        MMVA.171  12/12/9519
<PAGE>






                  CONDENSED FINANCIAL INFORMATION
                     ACCUMULATION UNIT VALUES*

                                               1994         1993     1992
  <REDLINE>
  CONSERVATIVE INVESTORS
      Accumulation Unit Value
        Beginning of Period                   10.00          N/A      N/A
        End of Period                         10.02          N/A      N/A
      Accum Units o/s @ end of period     62,868.02          N/A      N/A
  </REDLINE>
  GROWTH INVESTORS
      Accumulation Unit Value                 10.00          N/A      N/A
        Beginning of Period                    9.81          N/A      N/A
        End of Period                     29,492.78          N/A      N/A

  GROWTH
      Accumulation Unit Value
        Beginning of Period                   10.00          N/A      N/A
        End of Period                         10.48          N/A      N/A
      Accum Units o/s @ end of period    467,688.06          N/A      N/A

  GROWTH & INCOME
      Accumulation Unit Value
        Beginning of Period                   11.88        10.78    10.00
      End of Period                           11.67        11.88    10.78
      Accum Units o/s @ end of period    438,680.32    28,041.82   800.00


























                                                        MMVA.171  12/12/9520
<PAGE>






  *Funds were first invested in the Portfolios as listed below:

      Conservative Investors Portfolio             September 8,1994
      Growth Investors Portfolio                   October 12, 1994
      Growth (Alliance) Portfolio                  August 12, 1994
      Growth and Income Portfolio                  April 17, 1992
  <REDLINE>
      No  financial information  has been  provided for  the Zero
  Coupon  2000 Portfolio,  Dreyfus  Stock Index  Portfolio, Money
  Market   Portfolio,   Growth  (Fidelity)   Portfolio,  Overseas
  Portfolio,  Asset  Manager  Portfolio,  Investment  Grade  Bond
  Portfolio, High Income Portfolio, Worldwide Balance  Portfolio,
  or  Gold and  Natural Resources  Portfolio, because,  as of the
  date  of  this   Prospectus,  the  Variable  Account   had  not
  commenced      operations     with      respect     to     such
  Portfolios.</REDLINE>

  Calculation of Performance Data

      The  Company  may, from  time  to  time, advertise  certain
  performance related information  concerning one or more  of the
  Sub-accounts,  including information  as  to total  return  and
  yield.   Performance information about  a Sub-account is  based
  on the  Sub-account's past performance only and is not intended
  as an indication of future performance.

      When the Company advertises the average annual total return
  of a Sub-account,  it will usually be calculated for one, five,
  and ten  year  periods or,  where  a  Sub-account has  been  in
  existence for a  period less than one,  five or ten  years, for
  such  lesser period.   Average annual  total return is measured
  by comparing  the value of  the investment in  a Sub-account at
  the beginning  of  the relevant  period  to  the value  of  the
  investment at the  end of the period (assuming the deduction of
  any  Deferred  Sales  Charge which  would  be  payable  if  the
  account  were   redeemed  at   the  end  of   the  period)  and
  calculating  the  average  annual  compounded  rate  of  return
  necessary to produce the value of the investment at  the end of
  the period.   The  Company may  simultaneously present  returns
  that do  not assume a  surrender and, therefore,  do not deduct
  the Deferred Sales Charge.

      When  the Company advertises the  yield of a Sub-account it
  will be calculated  based upon a given 30-day period. The yield
  is determined by dividing the net investment income  earned per
  Accumulation  Unit  during  the  period  by  the  value  of  an
  Accumulation Unit  on the last day of the period.

      When the  Company advertises  the performance of  the Money
  Market Sub-account it  may advertise  in addition to  the total
  return either  the yield or  the effective yield.  The yield of
  the Money Market Sub-account  refers to the income generated by

                                                        MMVA.171  12/12/9521
<PAGE>






  an  investment in  that Sub-account  over  a seven-day  period.
  The  income is  then  annualized (i.e.,  the  amount of  income
  generated by the investment during  that week is assumed  to be
  generated each  week over a  52-week period and  is shown as  a
  percentage  of  the  investment).     The  effective  yield  is
  calculated similarly but  when annualized the income  earned by
  an investment in  the Money Market Sub-account is assumed to be
  reinvested.  The  effective yield will be slightly  higher than
  the yield  because of  the compounding  effect of  this assumed
  reinvestment during a 52-week period.

      Total return  at the Variable  Account level is  reduced by
  all contract  charges:   sales charges,  mortality and  expense
  risk charges, and the administrative  charges, and is therefore
  lower  than the  total return  at a  Fund level,  which has  no
  comparable charges.   Likewise,  yield and  effective yield  at
  the  Variable Account  level take  into  account all  recurring
  charges (except  sales charges), and  are therefore lower  than
  the yield  and effective yield  at a Fund  level, which  has no
  comparable charges.

      Performance information  for a Sub-account may  be compared
  to: (i)  the  Standard &  Poor's  500  Stock Index,  Dow  Jones
  Industrial   Average,   Donoghue  Money   Market  Institutional
  Averages,  indices  measuring  corporate  bond  and  government
  security  prices as  prepared  by  Shearson Lehman  Hutton  and
  Salomon Brothers  or other indices  measuring performance of  a
  pertinent group of  securities so that investors  may compare a
  Sub-account's  results with  those  of  a group  of  securities
  widely  regarded  by   investors  as   representative  of   the
  securities  markets in  general;  (ii) other  variable  annuity
  separate  accounts  or  other  investment  products  tracked by
  Lipper Analytical Services, a widely used  independent research
  firm which  ranks mutual funds  and other investment  companies
  by  overall performance, investment  objectives, and assets, or
  tracked by other ratings services,  companies, publications, or
  persons  who   rank  separate  accounts   or  other  investment
  products on  overall performance or  other criteria; (iii)  the
  Consumer  Price Index  (measure for  inflation)  to assess  the
  real rate of  return from an  investment in  the Contract;  and
  (iv)  indices  or averages  of  alternative  financial products
  available to  prospective  investors, including  the Bank  Rate
  Monitor  which   monitors  average  returns  of   various  bank
  instruments.

  Financial Data

      Financial Statements  of the  Company may  be found  in the
  Statement of Additional Information.




                                                        MMVA.171  12/12/9522
<PAGE>






  THE COMPANY

      The  Company is  a stock  life insurance  company  which is
  organized  under  the laws  of  the  State  of  Delaware.   The
  Company provides a  full range  of life  insurance and  annuity
  plans.  The Company  is a subsidiary of  American International
  Group, Inc., which serves as  the holding company for  a number
  of companies  engaged in the international  insurance business,
  both life and general, in over 130 countries  and jurisdictions
  around the world.

  THE VARIABLE ACCOUNT

      The Board of Directors of the Company adopted  a resolution
  to  maintain   the  Variable   Account  pursuant  to   Delaware
  insurance  law.    This  segregated   asset  account  has  been
  designated  Variable Account  I (the  "Variable Account").  The
  Company  has caused the Variable  Account to be registered with
  the Securities  and Exchange  Commission as  a unit  investment
  trust pursuant to  the provisions of the Investment Company Act
  of 1940.

      The  assets of the Variable Account are the property of the
  Company.   However, the assets  of the  Variable Account, equal
  to the reserves and  other contract liabilities with respect to
  the  Variable  Account,  are not  chargeable  with  liabilities
  arising out  of  any other  business the  Company may  conduct.
  Income, gains  and losses,  whether  or not  realized, are,  in
  accordance with the  Contracts, credited to or  charged against
  the Variable Account  without regard to other income,  gains or
  losses  of the  Company.    The Company's  obligations  arising
  under the  Contracts are general  corporate obligations of  the
  Company.   The Variable Account  may be  subject to liabilities
  arising  from  Sub-accounts whose  assets  are  attributable to
  other  variable  annuity  contracts  offered  by  the  Variable
  Account which are not described in this Prospectus.
  <REDLINE>
      The Variable Account is divided into Sub-accounts, with the
  assets   of  each   Sub-account  invested   in   shares  of   a
  corresponding portfolio  of the available  Funds.  The  Company
  may, from  time to time,  add additional Portfolios  of a Fund,
  and, when appropriate, additional  Funds to act as  the funding
  vehicles for the Contracts.

  The Funds and The Investment Advisors

      Alliance Funds, Fidelity Funds,  Dreyfus Funds, and Van Eck
  Funds (collectively, the "Funds") are  each registered with the
  SEC as  a  diversified open-end  management investment  company
  under the 1940 Act.  Each is made  up of different series funds
  or  Portfolios ("Portfolios").  The  Dreyfus   Stock Index Fund
  (also  a   "Fund"  herein)  is  an   open-end,  non-diversified

                                                        MMVA.171  12/12/9523
<PAGE>






  management  investment  company,  intended  to   be  a  funding
  vehicle for  separate  accounts  of life  insurance  companies.
  Shares  of the  Funds  are sold  to  separate accounts  of life
  insurance companies.  The investment objectives of  each of the
  Portfolios in  which Subaccounts  invest are  set forth  below.
  There  is, of course, no  assurance that  these objectives will
  be   met.    The  Fund  prospectuses   may  include  series  or
  Portfolios  which  are  not  available   under  this  Contract.
  <REDLINE>

  ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.

  Conservative Investors Portfolio

      This Portfolio seeks the highest total return without undue
  risk  to  principal  by  investing  in  a  diversified  mix  of
  publicly traded equity and fixed-income securities.

  Growth Investors Portfolio

      This  Portfolio seeks the  highest total  reaturn available
  with  reasonable  risk by  investing  in a  diversified  mix of
  publicly traded equity and fixed-income securities.

  Growth Portfolio

      This  Portfolio seeks the  long term  growth of  capital by
  investing  primarily   in   comon  stocks   and  other   equity
  securities.

  Growth and Income Portfolio

      This  Portfolio  seeks   to  balance   the  objectives   of
  reasonable current  income and  opportunities for  appreciation
  through investments primarily in  dividend-paying common stocks
  of good quality.

      Alliance Variable Products Series Fund, Inc., is managed by
  Alliance Capital Management L.P., ("Alliance").   The fund also
  includes  other portfolios  which are not  available for use by
  the  Separate  Account.   More  detailed  information regarding
  management  of  the  funds,  investment objectives,  investment
  advisory fees  and other charges,  may be found  in the current
  Alliance Funds  Prospectus which contains  a discussion of  the
  risks involved in investing.  The Alliance Funds  Prospectus is
  included with this Prospectus.
  <REDLINE>
  DREYFUS VARIABLE INVESTMENT FUND

  Zero Coupon 2000 Portfolio

      This  Portfolio  seeks to  provide  as  high an  investment

                                                        MMVA.171  12/12/9524
<PAGE>






  return  as is  consistent  with  the preservation  of  capital.
  This portfolio  invests primarily  in debt  obligations of  the
  U.S.  Treasury  that  have been  stripped  of  their  unmatured
  interest  coupons, interest  coupons  that  have been  stripped
  from debt  obligations issued  by the  U.S. Treasury,  receipts
  and  certificates  for  such  stripped  debt  obligations,  and
  stripped coupons and zero coupon  securities issued by domestic
  corporations.   This portfolio's assets will  consist primarily
  of portfolio securities which will mature on or  about December
  31,  2000,  at which  time  the portfolio  will  be liquidated.
  Prior  to   December  31,  2000,  you   will  be   offered  the
  opportunity to exchange your investment to another Subaccount.

  DREYFUS STOCK INDEX FUND

      This  Fund   seeks  to  provide   investment  results  that
  correspond  to the  price  and  yield performance  of  publicly
  traded common  stocks in  the aggregate, as  represented by the
  Standard  &  Poor's  500  Composite  Stock  Price  Index.    In
  anticipation  of  taking   a  market  position,  the   fund  is
  permitted to purchase and sell  stock index futures.   The Fund
  is neither sponsored by  nor affiliated with Standard &  Poor's
  Corporation.

      The  Dreyfus Corporation  serves as the  investment advisor
  for  the Zero  Coupon  2000 Portfolio  which  is the  available
  portfolio of  the Dreyfus  Variable Investment Fund.   The fund
  also includes  other portfolios which  are not available  under
  this prospectus as funding vehicles  for the Contract.    Wells
  Fargo Nikko Investment  Advisers ("WFNIA") serves as  the index
  fund manager  of the Dreyfus  Stock Index Fund.   More detailed
  information  regarding  management  of  the  funds,  investment
  objectives,  investment   advisory  fees   and  other   charges
  assessed by  the funds,  are contained in  the prospectuses  of
  the Dreyfus Variable  Investment Fund and of the  Dreyfus Stock
  Index Fund, each of which is included with this Prospectus.


  FIDELITY INVESTMENT VARIABLE INSURANCE PRODUCTS FUNDS

  Growth Portfolio

      This   Portfolio  seeks  to  aggressively  achieve  capital
  appreciation through investments primarily in common stock.

  High Income Portfolio

      This  Portfolio seeks  to obtain  a high  level  of current
  income by  investing  primarily  in  high-yielding,  high-risk,
  lower-rated, fixed-income  securities (commonly referred  to as
  "junk bonds"), while also  considering growth of capital.   The
  potential for high yield  is accompanied by higher risk.  For a

                                                        MMVA.171  12/12/9525
<PAGE>






  more  detailed discussion  of the  investment risks  associated
  with  such securities,  please  refer  to the  relevant  Fund's
  attached prospectus.

  Overseas Portfolio

      This  Portfolio  seeks  the  long-term  growth  of  capital
  primarily through  investments in  securities of companies  and
  economies outside the United States.












































                                                        MMVA.171  12/12/9526
<PAGE>






  Money Market Portfolio

      This Portfolio seeks to  obtain as high a level  of current
  income as is  consistent with preserving capital  and providing
  liquidity.   The fund  will invest  only in  high quality  U.S.
  dollar-denominated  money  market  securities  of domestic  and
  foreign issuers.   An investment in Money  Market Portfolio  is
  neither  insured nor  guaranteed by  the  U.S. government,  and
  there can be no assurance that the  fund will maintain a stable
  $1.00 share price.

  Asset Manager Portfolio

      This Portfolio  seeks to provide  a high total  return with
  reduced risk over  the long term by allocating its assets among
  stocks, bonds and short-term income instruments.

  Investment Grade Bond Portfolio

      This Portfolio seeks as  high a level of current  income as
  is consistent with the preservation of  capital by investing in
  a broad  range  of  investment-grade  fixed-income  securities.
  The   Portfolio  will   maintain   a  dollar-weighted   average
  portfolio maturity of ten years or less.

      Fidelity  Management  &  Research  Company ("FMR")  is  the
  investment advisor for the  Variable Insurance Products  Funds.
  FMR has entered  into a sub-advisory agreement  with FRM Texas,
  Inc., on behalf of  the Money Market  Portfolio.   On behalf of
  the  Overseas  Portfolio,  FMR  has  entered into  sub-advisory
  agreements  with Fidelity  Management &  Research (U.K.)  Inc.,
  (FMR  U.K.), Fidelity  Management &  Research  (Far East)  Inc.
  (FMR Far East), and Fidelity International  Investment Advisors
  (FIIA).   FMR U.K. and  FMR Far  East also are  sub-advisors to
  the  Asset  Manager  Portfolio.  Fidelity Funds  include  other
  portfolios which  are not  available under  this prospectus  as
  funding vehicles for the Contracts.   More detailed information
  regarding  management  of  the  funds,  investment  objectives,
  investment  advisory fees  and  other  charges assesed  by  the
  Fidelity  Funds,  are  contained in  the  prospectuses  of  the
  funds, included with this Prospectus.


  VAN ECK WORLDWIDE INSURANCE TRUST

  Worldwide Balanced Fund

      This   Portfolio  seeks  long   term  capital  appreciation
  together  with current  income by  investing its  assets in the
  United States and other countries throughout the world, and  by
  allocating its  assets  among equity  securities,  fixed-income
  securities and short-term instruments.

                                                        MMVA.171  12/12/9527
<PAGE>






  Gold and Natural Resources Fund

      This  Portfolio  seeks  long-term  capital  appreciation by
  investing in  equity and debt  securities of companies  engaged
  in the  exploration, development,  production and  distribution
  of  gold and  other natural  resources,  such as  strategic and
  other metals, minerals,  forest products, oil, natural  gas and
  coal.  Current income is not an investment objective.

      Van Eck  Associates Corporation  is the  investment advisor
  and manager of  The Van Eck Worldwide Insurance Trust ("Van Eck
  Funds").  Van  Eck Associates Corporation serves  as investment
  advisor  to  the  Gold  and Natural  Resources  Fund,  and  has
  entered  into  sub-advisory agreements  to  provide  investment
  advice for  certain portfolios.   Fiduciary International  Inc.
  ("FII")  serves as  a  sub-advisor  to the  Worldwide  Balanced
  Fund.  Van  Eck Funds include  other portfolios  which are  not
  available under  this prospectus  as funding  vehicles for  the
  Contracts.  More  detailed information regarding management  of
  the funds, investment  objectives, investment advisory fees and
  other charges assessed by the  Van Eck Funds, are  contained in
  the prospectus for the funds included with this Prospectus.

  There is  no assurance that  the investment  of the  Portfolios
  will be met.

      The shares of Alliance Funds, Fidelity Funds, Dreyfus Fund,
  the Dreyfus Stock  Index Fund, and  Van Eck Funds are  sold not
  only to  the  Variable  Account,  but  may  be  sold  to  other
  separate  accounts of  the  Company  that fund  benefits  under
  variable  annuity and  variable life  policies.   The shares of
  the  Funds  are  also  sold  to  separate  accounts  of   other
  insurance companies.  It is  conceivable that in the  future it
  may become  disadvantageous  for  variable  life  and  variable
  annuity  separate accounts  to invest  in  the same  underlying
  mutual fund.  Although neither we nor Alliance  Funds, Fidelity
  Funds, Dreyfus Fund,  the Dreyfus Stock Index Fund, and Van Eck
  Funds currently  perceive or anticipate any  such disadvantage,
  the  Funds  will  monitor  events   to  determine  whether  any
  material conflict exists  beteween variable annuity Owners  and
  variable life Owners.

      Material conflicts  could result from such  occurrences as:
  (1) changes  in state  insurance laws;  (2) changes in  federal
  income tax  law; (3)  changes in  the investment  management of
  any Fund; or (4) differences  between voting instructions given
  by  variable annuity  Owners and those  given by  variable life
  Owners.   In the event  of a material irreconcilable  conflict,
  we  will  take  the steps  necessary  to  protect our  variable
  annuity  and  variable   life  Owners.    This   could  include
  discontinuance of investment in a Fund.


                                                        MMVA.171  12/12/9528
<PAGE>






      Each Fund sells and  redeems its shares at Net  Asset Value
  without any sales  charge.  Any dividends or distributions from
  security transactions  of a  Fund are  reinvested at Net  Asset
  Value  in  shares of  the  same Portfolio;  however,  there are
  sales and  additional charges associated  with the purchase  of
  the Contracts. 
      Further  information about  the Funds  and the  managers is
  contained in  the accompanying  prospectuses, which You  should
  read in conjunction with this prospectus. </REDLINE>

  Substitution of Securities

      If investment in a Subaccount should  no longer be possible
  or, if  in Our judgment, becomes  inappropriate to the purposes
  of  the  Contracts,  or,  if  in  Our  judgment,  investment in
  another Subaccount or  separate account is in  the interest  of
  Owners, We may substitute another  Subaccount separate account.
  No substitution  may take  place without  notice to  Owners and
  prior   approval   of   the  SEC   and   insurance   regulatory
  authorities, to the 1940 Act and applicable law.

  Voting Rights

      The  Funds do  not hold  regular meetings  of shareholders.
  The   Directors  of  a  Fund  may   call  Special  Meetings  of
  Shareholders for action by shareholder vote  as may be required
  by the  Investment  Company Act  of  1940  or the  Articles  of
  Incorporation  of  a  Fund.  In  accordance  with  its view  of
  present applicable law, the Company  will vote the shares  of a
  Fund held  in the Variable  Account at special  meetings of the
  shareholders  of  the  Fund  in  accordance  with  instructions
  received  from  persons  having  the  voting  interest  in  the
  Variable Account.   The Company  will vote shares  for which it
  has  not received  instructions from  Owners  and those  shares
  which  it owns in  the same proportion  as it  votes shares for
  which it has received instructions from Owners.  

      The  number of shares  which a person  has a  right to vote
  will  be determined as  of a date to  be chosen  by the Company
  not more  than sixty (60) days prior to  the meeting of a Fund.
  Voting instructions will  be solicited by written communication
  at least fourteen (14) days prior to  such meeting.  The person
  having such voting  rights will be the Owner before the Annuity
  Date, and  thereafter, the payee  entitled to receive  payments
  under  the Contract.  During  the Annuity Period, voting rights
  attributable  to a  Contract  will  generally decrease  as  the
  Contract Value attributable to an Annuitant decreases.

      The voting rights  relate only to  amounts invested in  the
  Variable Account.  There are  no voting rights with  respect to
  funds invested in the General Account.


                                                        MMVA.171  12/12/9529
<PAGE>






  Allocation Of Purchase Payments to Sub-accounts

      Purchase  payments  are  allocated  to  the  Sub-account(s)
  selected by the Owner in  the application except that  in those
  states which  require the Company to  deduct premium taxes upon
  receipt of  a  purchase payment  the  Company will  deduct  the
  premium tax prior  to allocating the purchase  payment to  such
  Sub-account(s).   The selection must  specify a percentage  for
  each Sub-account that is a whole number,  and must be either 0%
  or a number equal  to or greater than 10%.  At the  time of the
  allocation the purchase  payment is divided by the value of the
  Accumulation  Unit  for  the  particular  Sub-account  for  the
  Valuation  Period  during   which  such  allocation  occurs  to
  determine the number of Accumulation  Units attributable to the
  purchase payment.

      The purchase payment under an IRA plan will be allocated to
  the Money  Market Sub-account  until the  expiration of  twenty
  (15) days  from  the  day  the  Contract  is  mailed  from  the
  Company's  office.   Thereafter, the  Contract  Value shall  be
  reallocated in  accordance with  instructions specified  in the
  application.

  Transfer Of Contract Values

      Before the Annuity Date, the Owner may transfer, by written
  request or  telephone authorization, Contract  Values from  one
  Sub-account to  another Sub-account,  subject to  the following
  conditions:

      (a) the amount transferred from any Sub-account must  be at
          least  $1,000  (or  the  entire  Sub-account  value, if
          less);
      (b) if less  than $1,000  would remain  in the  Sub-account
          after  the  transfer,  the  Company will  transfer  the
          entire amount in the Sub-account;

      (c) the  Company  may reject  any  more  than  twelve  (12)
          transfer requests per Contract Year; and

      (d) The Company  will deduct any  transfer charge  assessed
          on the transaction.  
          The Company is  currently not assessing a transfer  fee
          for the first twelve (12) transfers per  Contract Year.
          The Company  is  assessing a  transfer fee  of $10  per
          transfer  thereafter.   The  Company  may increase  the
          transfer fee  to  an  amount  not  to  exceed  $30  per
          transfer.   The  transfer  fee  will be  deducted  from
          either  the Sub-account  which  is  the source  of  the
          transfer or from  the amount transferred if the  entire
          value in the Sub-account is transferred. 


                                                        MMVA.171  12/12/9530
<PAGE>






      Transfer by telephone is authorized by and described in the
  application  for the  Contract.    The Company  will  undertake
  reasonable    procedures    to   confirm    that   instructions
  communicated  by  telephone are  genuine.   All  calls  will be
  recorded.  All  transfers performed by telephone  authorization
  will be  confirmed  in writing  to  the  Contract Owner.    The
  Company is  not  liable for  any  loss,  cost, or  expense  for
  action  on telephone  instructions  which  are believed  to  be
  genuine in accordance with these procedures.

      Transfer  privileges are further explained in the Statement
  of Additional Information.

      After  the Annuity Date, the payee  of the annuity payments
  may  transfer the  Contract  Value  allocated to  the  Variable
  Account from one Sub-account to  another Sub-account.  However,
  the Company  reserves the  right to  refuse any  more than  one
  transfer per month.   The transfer  fee is  the same as  before
  the Annuity Date.   This transfer fee will be deducted from the
  next annuity  payment after  the transfer.    If following  the
  transfer,   the  units  remaining   in  the  Sub-account  would
  generate a monthly  payment of less than $100, then the Company
  may transfer the entire amount in the Sub-account.

      Once the  transfer is effected, the  Company will recompute
  the number of Annuity Units  for each Sub-account.   The number
  of Annuity Units  for each Sub-account will remain the same for
  the remainder of  the payment period unless  the payee requests
  another change.

                       CHARGES AND DEDUCTIONS

      Various  charges  and  deductions  are made  from  Contract
  Values and the Variable  Account.  These charges and deductions
  are as follows:

  Deduction for Premium and Other Taxes

      Any  premium  or other  taxes  levied  by any  governmental
  entity  with respect  to the Contracts  will be charged against
  the  purchase  payment  or  Contract  Value  .   Premium  taxes
  currently  imposed by  certain states  on  the Contracts  range
  from 0% to 3.5% of  premiums paid.  Some states assess  premium
  taxes at  the time  purchase payments  are made; others  assess
  premium  taxes  at  the  time of  annuitization.    The Company
  currently intends   to  advance any  premium taxes  due at  the
  time purchase payments are made  and then deduct premium  taxes
  from the Contract Value at  the time annuity payments  begin or
  upon surrender if the Company is unable to obtain  refund of or
  otherwise obtain a credit for  any excess premium taxes  paid. 
  The Company  reserves the right  to deduct  premium taxes  when
  incurred.   Premium  taxes  are subject  to  being  changed  or

                                                        MMVA.171  12/12/9531
<PAGE>






  amended  by state  legislatures, administrative interpretations
  or judicial acts.

      The Company will also deduct from  any amount payable under
  the  Contracts  any  income  taxes  a   governmental  authority
  requires the Company to withhold with respect to that amount.

  Deduction for Mortality and Expense Risk Charge

      The Company  deducts for each Valuation  Period a Mortality
  and Expense  Risk Charge which  is equal on an  annual basis to
  1.25% of  the average  daily net  asset value  of the  Variable
  Account (consisting of approximately  .90% for mortality  risks
  and  approximately .35%  for  expense  risks).   The  mortality
  risks  assumed  by  the  Company  arise  from  its  contractual
  obligation to make annuity  payments after the Annuity Date for
  the life of the Annuitant,  to waive the Deferred  Sales Charge
  in the event of the death  of the Annuitant and to provide  the
  death benefit  prior to  the Annuity  Date.   The expense  risk
  assumed by the Company is  that the costs of  administering the
  Contracts  and the  Variable  Account  will exceed  the  amount
  received from any Administrative Charge.

      If the Mortality and Expense Risk Charge is insufficient to
  cover the actual costs, the  loss will be borne by the Company.
  Conversely,   if   the  amount   deducted   proves  more   than
  sufficient, the excess will be profit to the Company.  

      The Mortality  and Expense Risk Charge is guaranteed by the
  Company and cannot be increased.

      The Mortality  and Expense  Risk Charge is  deducted during
  the Accumulation Period and after the Annuity Date.

      The  Company currently offers  annuity payment options that
  are  based  on  a  life  contingency. (See  "Annuity  Period  -
  Annuity Options"  on page ____.)   It is  possible that in  the
  future the Company  may offer additional payment  options which
  are not based on  a life contingency.  If this should occur and
  if a Owner  should elect a payment  option not based on  a life
  contingency, the  Mortality and  Expense Risk  Charge is  still
  deducted but the Owner receives no benefit from it.

  Deduction for Deferred Sales Charge

      In  the  event that  a Contract  Owner  withdraws all  or a
  portion of the  Contract Value in excess of the Free Withdrawal
  Amount for the first withdrawal  in a Contract Year  other than
  by  way  of   the  Systematic  Withdrawal  Program,   or  makes
  subsequent withdrawals  in a  Contract Year,  a Deferred  Sales
  Charge may  be imposed.  The Free Withdrawal Amount is equal to
  10% of the Contract Value at the time of withdrawal.

                                                        MMVA.171  12/12/9532
<PAGE>






      The  Deferred  Sales  Charge   is  deducted  based  upon  a
  percentage of  the Contract Value  which includes the  purchase
  payment  and  earnings.   Since  earnings  are included  it  is
  possible  that the  actual amount of  the Deferred Sales Charge
  may increase even though the percentage may go down.

      The  Deferred Sales  Charge will  vary in  amount depending
  upon the time which  has elapsed since the Date of  Issue.  The
  amount  of any  withdrawal which  exceeds  the Free  Withdrawal
  Amount will be subject to the following charge:

                                Applicable Deferred
      Contract Year         Sales Charge Percentage

      1                                          6%
      2                                          5%
      3                                          4%
      4                                          3%
      5                                          2%
      6                                          1%
      7 and thereafter                           0%



      The aggregate Deferred Sales Charges paid with respect to a
  Contract  shall not  exceed 8.5%  of the  purchase payment  for
  such Contract.

      The  Deferred Sales  Charge  is intended  to reimburse  the
  Company for  expenses incurred  which are  related to  Contract
  sales.   The  Company  does not  expect  the proceeds  from the
  Deferred Sales Charge  to cover all distribution costs.  To the
  extent such  charge is insufficient  to cover all  distribution
  costs,  the Company  may  use  any  of  its  corporate  assets,
  including potential profit  which may arise from  the Mortality
  and Expense Risk Charge, to make up any difference.

      Certain restrictions on surrenders are imposed on Contracts
  issued in connection with retirement  plans which qualify under
  Code Section  403(b) (a "403(b)  Plan").  (See  "Taxes - 403(b)
  Plans" on page ___.)

  Deduction for Administrative Charge

      The  Company  deducts for  each  Valuation  Period a  daily
  Administrative Charge  which is  equal  on an  annual basis  to
  .15%  of the  average  daily net  asset  value of  the Variable
  Account.    The Company  also deducts an annual  Administrative
  Charge  which  is currently  $30  per year,  from  the Contract
  Value.   The  Company may  increase  the annual  Administrative
  Charge  to  an  amount  not  to  exceed  $100  per  year.   The
  Administrative Charges  are designed  to reimburse the  Company

                                                        MMVA.171  12/12/9533
<PAGE>






  for  the  costs  it  incurs  relating  to  maintenance  of  the
  Contract  and  the  Variable Account.    The  Company  will not
  derive a profit from the Administrative Charge.

      Prior to the Annuity Date, the annual Administrative Charge
  is  deducted   from  the  Contract   Value  on  each   Contract
  Anniversary.   If  the  Annuity Date  is  a date  other than  a
  Contract Anniversary, the  Company will also deduct  a pro-rata
  portion of the  annual Administrative Charge from  the Contract
  Value  for  the fraction  of  the Contract  Year  preceding the
  Annuity Date.

      The annual  Administrative Charge is also  deducted in full
  on   the  date   of   any  total   withdrawal.     The   annual
  Administrative Charge  will be  deducted from each  Sub-account
  of the Variable  Account in the  proportion that  the value  of
  each  Sub-account attributable  to the  Contract  bears to  the
  total Contract Value.

      After the Annuity Date, the annual Administrative Charge is
  deducted on a pro-rata basis  from each annuity payment  and is
  guaranteed  to remain  at  the same  amount  as at  the Annuity
  Date.

  Deduction for Income Taxes

      The  Company deducts  from  the Contract  Value and/or  the
  Variable Account  any Federal income  taxes resulting from  the
  operation  of  the  Variable Account.    The  Company  does not
  currently anticipate incurring any income taxes.

  Other Expenses

      There  are deductions  from and  expenses  paid out  of the
  assets  of the  Fund which  are described  in the  accompanying
  Prospectusus for the Funds.
  <REDLINE>
                  ADMINISTRATION OF THE CONTRACTS

      While  the  Company  has  primary  responsibility  for  all
  administration of  the Contracts and  the Variable Account,  it
  has   retained  the  services   of  Delaware  Valley  Financial
  Services,   Inc.   ("DVFS")  pursuant   to   an  administrative
  agreement.  Such  administrative services  include issuance  of
  the  Contracts and  maintenance  of Contract  Owners'  records.
  DVFS   serves  as  the   administrator  to   various  insurance
  companies offering variable contracts. </REDLINE>

                     RIGHTS UNDER THE CONTRACTS

      The Owner has all rights and may receive all benefits under
  the  Contract.    The   Owner  is  named  in  the  application.

                                                        MMVA.171  12/12/9534
<PAGE>






  Ownership may be  changed prior to  the Annuity  Date   through
  the  submission of  written notification of  the change  to the
  Company  on a form  acceptable to the Company.     On and after
  the Annuity Date, the  Annuitant and Owner shall be one  in the
  same person , unless  otherwise provided for.   In  the case of
  Contracts issued in connection with  an IRA, the Owner  must be
  the Annuitant.

      The  Owner's spouse is the  only person eligible  to be the
  Contingent Owner.   (See "Death  Benefit - Death  of the Owner"
  on  page ___.)     Any  new choice  of Annuitant  or Contingent
  Owner will automatically revoke any prior choices. 

      The  Owner may, except in the  case of a Contract issued in
  connection with  either  an IRA  or  a  403(b) Plan,  assign  a
  Contract at  any time  before the  Annuity Date  and while  the
  Annuitant  is alive.   A copy  of any assignment  must be filed
  with  the Company.    The Company  is  not responsible  for the
  validity of any assignment.   If the Contract is  assigned, the
  rights of  the Owner  and those  of  any revocable  Beneficiary
  will be  subject to  the assignment.   An  assignment will  not
  affect any payments the Company may make or action it  may take
  before  it is recorded.  Inasmuch as an assignment or change of
  ownership  may  be  a  taxable  event,  Owners  should  consult
  competent  tax  advisers  should  they  wish  to  assign  their
  Contracts.

      The Contract may be  modified only with the consent  of the
  Owner, except as may be required by applicable law.


                           ANNUITY PERIOD

  Annuity Benefits

      If the Annuitant and  Owner are alive on the  Annuity Date,
  the Company will  begin making payments to  the Annuitant under
  the annuity option or options the Owner has chosen.

      The Owner may choose or change an annuity payment option by
  making a written  request at least  thirty (30)  days prior  to
  the Annuity Date.

      The amount of  the payments will be  determined by applying
  the Contract Value  on the  Annuity Date.   The  amount of  the
  annuity  payments will depend  on the age  of the  payee at the
  time the  settlement contract is  issued.  At  the Annuity Date
  the Contract Value in each  Sub-account will be applied  to the
  applicable  annuity tables  contained  in  the Contract.    The
  amount  of  the Sub-account  annuity  payments  are  determined
  through  a  calculation  described  in  the  Section  captioned
  "Annuity   Provisions"   in   the   Statement   of   Additional

                                                        MMVA.171  12/12/9535
<PAGE>






  Information.

  Annuity Date

      The Annuity Date for the Annuitant is:

      (a) the  first day  of  the  calendar month  following  the
          later  of the  Annuitant's 85th  birthday or  the  10th
          Contract Anniversary; or

      (b) such earlier date as may be set by applicable law.

      The Owner may designate an earlier  date in the application
  or may  change the Annuity Date by making  a written request at
  least  thirty  (30)  days  prior  to  the  Annuity  Date  being
  changed.  However, any Annuity Date must be:

      (a) no later than the date defined in (a) above; and

      (b) the first day of a calendar month.

  Annuity Options

      The  Owner may choose to receive annuity payments which are
  fixed,  or  which are  based  on  the  Variable  Account, or  a
  combination of the two.   If the Owner elects  annuity payments
  which are  based on  the Variable  Account, the  amount of  the
  payments  will  be  variable.    The  Owner  may  not  transfer
  Contract Values  between the General  Account and the  Variable
  Account after  the Annuity  Date, but  may, subject to  certain
  conditions, transfer  Contract Values  from one Sub-account  to
  another Sub-account.   (See "The  Variable Account   - Transfer
  of Contract Values" on page ___.)

      If  the  Owner has  not  made  any  annuity payment  option
  selection at  the  Annuity Date,  the  Contract Value  will  be
  applied to purchase  Option 2 fixed basis  annuity payments and
  Option 2 variable  basis annuity payments, in proportion to the
  amount  of  Contract  Value in  the  General  Account  and  the
  Variable Account, respectively. 

      The annuity payment options are:

      Option  1:  Life Income.   The Company will  pay an annuity
  during the lifetime of the payee.

      Option  2:    Life   Income  with  10  Years  of   Payments
  Guaranteed.    The  Company will  pay  an  annuity  during  the
  lifetime  of  the  payee.   If,  at  the  death  of the  payee,
  payments have been made for less than 10 years:

      (a) payments will be continued during the remainder  of the

                                                        MMVA.171  12/12/9536
<PAGE>






          period to the successor payee;

      (b) the successor payee may  elect to receive in a lump sum
          the present value of  the remaining payments,  commuted
          at the  interest rate used to create the annuity factor
          for this Option; or

      (c) the  guaranteed  period   will  not  in  the  case   of
          Contracts issued in  connection with an IRA exceed  the
          life expectancy of  the Annuitant at the time the first
          payment is due.

      Option 3:   Joint and  Last Survivor Income.   The  Company
  will  pay an  annuity for  as long  as  either the  payee or  a
  designated  second person  is  alive.   In  the event  that the
  Contract is issued in connection  with an IRA, the  payments in
  this Option  will  be  made  only  to  the  Annuitant  and  the
  Annuitant's spouse.

      The annuity payment options are more fully explained in the
  Statement  of Additional  Information.   The  Company may  also
  offer additional options at its own discretion.

  Annuity Payments

      If the Contract Value applied to annuity payment options is
  less  than $2,000, the Company has  the right to pay the amount
  in a  lump sum in lieu of annuity  payments.  The Company makes
  all other  annuity payments  monthly.   However,  if the  total
  monthly annuity  payment would  be less  than $100 the  Company
  has the right to make payments semi-annually or annually.

      If  fixed annuity payments are selected, the amount of each
  fixed payment is  determined by multiplying the  Contract Value
  allocated  to purchase  fixed annuity  payments  by the  factor
  shown in  the annuity table  specified in the  Contract for the
  option selected, divided by 1,000.

      If  variable annuity  payments are selected,  the Annuitant
  receives the  value of  a fixed  number of  Annuity Units  each
  month.   The actual dollar amount  of variable annuity payments
  is  dependent upon:   (i)  the Contract  Value at  the time  of
  annuitization;  (ii)   the  annuity  table  specified   in  the
  Contract;  (iii)  the   Annuity  Option   selected;  (iv)   the
  investment  performance of  the Sub-account  selected; and  (v)
  the pro-rata portion of the annual Administrative charge.

      The annuity tables contained in the Contract are based on a
  5% assumed investment  rate.  If the actual net investment rate
  exceeds 5%, payments will increase.  Conversely, if the  actual
  rate is less than 5%, annuity payments will decrease.


                                                        MMVA.171  12/12/9537
<PAGE>






                           DEATH BENEFIT

  Death Benefit

      If the Annuitant (or Owner, if applicable) dies  before the
  Annuity Date, the  Company will pay  a death  benefit equal  to
  the  greater   of:  (a)   the  purchase   payments  paid   less
  withdrawals;  (b) the  Contract  Value;  or, (c)  the  greatest
  Contract Value  at  any  sixth contract  anniversary  increment
  (i.e., sixth,  twelfth, eighteenth,  etc.) less any  subsequent
  withdrawals.    However, in North Carolina the Company will pay
  a death benefit equal to the greater of (a) or (b) only.

      Before the Company will pay any death benefit,  the Company
  will require  due proof of  death.  The  Company will determine
  the  value of  the  death benefit  as  of the  Valuation Period
  following  receipt  of due  proof  of  death at  the  Company's
  Office.   The  Company  will  pay  the  death  benefit  to  the
  Beneficiary  in accordance  with any  applicable laws governing
  the payment of death proceeds.

      Payment of the death benefit may be made in one lump sum or
  applied  under  one  of  the   annuity  payment  options.  (See
  "Annuity Period -  Annuity Options" on page ___.)  The Contract
  Owner may  by written request  elect that any  death benefit of
  at  least  $2,000  be received  by  the  Beneficiary  under  an
  annuity  payment  option.  (See   "Annuity  Period  -   Annuity
  Options" on page   .)  The Contract Owner may  choose or change
  a payment  option at any  time prior to  the Annuitant's death.
  If at the time  the Annuitant dies, the Contract Owner has made
  no  request  for a  payment option,  the Beneficiary  has sixty
  (60) days in which to make a written  request to elect either a
  lump sum  payment or any annuity payment  option.  Any lump sum
  payment will  be made within  seven (7) days  after the Company
  has received due  proof of death  and the  written election  of
  the Beneficiary,  unless a  delay of  payments provision  is in
  effect.   (See Statement of  Additional Information -  "General
  Information - Delay of Payments.")

      In  the event that the Annuitant and the Contract Owner are
  the  same individual,  the  death of  that  individual will  be
  treated by the Company as the death of the Annuitant.

  Death of the Owner

      If  an  Owner dies  before  the  Annuity Date,  the  entire
  Contract  Value must  be distributed within  five (5)  years of
  the date of death, unless:

      (a) it  is  payable  over  the  lifetime  of  a  designated
          Beneficiary  with  distributions beginning  within  one
          (1) year of the date of death; or

                                                        MMVA.171  12/12/9538
<PAGE>






      (b) the Contingent  Owner, if  any, continues the  Contract
          in his or her own name.

      In the case of  Contracts issued in connection with  an IRA
  plan,  the  Beneficiary  or  Contingent   Owner  may  elect  to
  accelerate these payments.   Any method of  acceleration chosen
  must be approved by the Company.

      If the Owner dies after the Annuity Date, distribution will
  be as provided in the annuity payment option selected.

                       PURCHASING A CONTRACT

  Application

      In order to  acquire a Contract, an application provided by
  the Company must  be completed and submitted to the Company for
  acceptance.    The  Company  must  also  receive  the  purchase
  payment.  Upon  acceptance, the Contract is issued to the Owner
  and  the purchase  payment  is then  credited  to the  Variable
  Account and converted into Accumulation  Units, except in those
  states  where the  applicable premium tax  is deducted from the
  purchase  payment.  (See  Allocation  of  Purchase  Payment  to
  Sub-accounts"  on  page  ___ .)    If  the  application  for  a
  Contract is in  good order, the Company will apply the purchase
  payment to  the Variable Account  and credit the Contract  with
  Accumulation Units  within two  (2) business  days of  receipt.
  In addition  to the underwriting  requirements of the  Company,
  good order  means that the Company  has received  federal funds
  (monies credited to a bank's account  with its regional Federal
  Reserve Bank).   If the  application for a  Contract is not  in
  good order, the  Company will attempt to  get it in good  order
  within five  (5) business days  or the Company  will return the
  application and  the purchase payment,  unless the  prospective
  owner specifically  consents  to the  Company's retaining  them
  until the application is made complete.

  Minimum Purchase Payment

      The  Contracts are  offered  on a  single purchase  payment
  basis.  The  minimum purchase  payment the Company  will accept
  is $5,000.

  Distributor

      AIG Equity Sales Corp. ("AESC"), formerly known as American
  International  Fund  Distributors, Inc.,  80  Pine Street,  New
  York,  New York,  acts  as the  distributor  of the  Contracts.
  AESC is  a  wholly-owned subsidiary  of American  International
  Group, Inc. and an affiliate of the Company.

      Commissions will  be paid to registered  representatives of

                                                        MMVA.171  12/12/9539
<PAGE>






  AESC and other  entities which sell the  Contracts.  Additional
  payments may  be made for other  services not  directly related
  to the  sale of  the Contracts,  including the recruitment  and
  training of  personnel, production  of promotional  literature,
  and similar services.

      Under  the  Glass-Steagall  Act  and  other  laws,  certain
  banking  institutions  may  be   prohibited  from  distributing
  variable annuity  contracts.   If a  bank were  prohibited from
  performing  certain   agency  or  administrative  services  and
  receiving  fees  from  AESC,  Owners  who  purchased  Contracts
  through the bank  would be permitted to retain  their Contracts
  and  alternate  means  for  servicing  those  Owners  would  be
  sought.  It  is not expected, however, that Owners would suffer
  any loss  of services or  adverse financial  consequences as  a
  result of any of these occurrences.

                           CONTRACT VALUE

      The  Contract  Value  is  the  sum  of  the  value  of  all
  Sub-account Accumulation  Units  attributable to  the  Contract
  and  amounts contributed  to a guarantee  period of the General
  Account.  (See  "Appendix-General Account Option").   The value
  of  an Accumulation  Unit will  vary  from Valuation  Period to
  Valuation  Period.   The  value  of  an  Accumulation  Unit  is
  determined at the  end of the Valuation Period and reflects the
  investment  earnings,  or  loss, and  the  deductions  for  the
  Valuation Period.


                            WITHDRAWALS

  Partial Withdrawal

      The Owner  may partially withdraw Contract  Values from the
  Contract prior to  the Annuity Date.  Any partial withdrawal is
  subject to the following conditions:

      (a) the Company must receive a written request;

      (b) the amount requested must be at least $500;

      (c) any applicable Deferred Sales Charge will be deducted;

      (d) the amount  withdrawn  will be  the sum  of the  amount
          requested and  the amount  of  any applicable  Deferred
          Sales Charge; and

      (e) the Company will  deduct the amount requested plus  any
          Deferred  Sales Charge  from  each Sub-account  of  the
          Variable  Account  either   as  specified  or   in  the
          proportion  that the  Sub-account  bears to  the  total

                                                        MMVA.171  12/12/9540
<PAGE>






          Contract Value.

  Systematic Withdrawal Program

      During the  Accumulation Period an  Owner may  at any  time
  elect in  writing to take  systematic withdrawals  from one  or
  more of the Sub-accounts for a period of time not to exceed  12
  months.  In  order to initiate this  program, the amount  to be
  systematically withdrawn must be equal to or greater  than $200
  provided that  the Contract Value  is equal to  or greater than
  $24,000 and  the amount  to be  withdrawn does  not exceed  the
  Free Withdrawal  Amount.  Systematic  withdrawals will be  made
  without  the  imposition   of  the  Deferred  Sales   Charge.  
  Systematic withdrawals may occur monthly or quarterly.  

      The systematic  withdrawal program may be  cancelled at any
  time by  written request or  automatically should the  Contract
  Value  fall  below  $1,000.    In  the  event   the  systematic
  withdrawal  program is cancelled,  the Owner  may not  elect to
  participate   in   such  program   until   the   next  Contract
  Anniversary.

      An  Owner may change once  per Contract Year  the amount or
  frequency subject to be withdrawn on a systematic basis.

      The  systematic withdrawal  program is  annually renewable,
  although  the limitations  set forth  above  shall continue  to
  apply.

      The Free  Withdrawal Amount (see "Charges  and Deductions -
  Deduction for Deferred  Sales Charge" on page     )  and Dollar
  Cost  Averaging  (See  Statement   of  Additional  Information-
  "General  Information-  Transfers") are  not available  while a
  Owner is  receiving systematic  withdrawals.  A  Owner will  be
  entitled  to  the  Free  Withdrawal   Amount  and  Dollar  Cost
  Averaging on and after the  Contract Anniversary next following
  the termination of the systematic withdrawal program.

      Implementation of  the  systematic withdrawal  program  may
  subject  a Owner  to adverse tax  consequences, including a 10%
  tax  penalty  tax.  (See  "Taxes  -  Taxation of  Annuities  in
  General" on page ___ for  a discussion of the  tax consequences
  of withdrawals.)

  Total Withdrawal

      The Owner may withdraw  the entire Contract Value prior  to
  the  Annuity  Date.    A  total   withdrawal  will  cancel  the
  Contract.  The  total withdrawal value is equal to the Contract
  Value next calculated  after receipt of the  written withdrawal
  request, less  any applicable Deferred  Sales Charge, less  the
  annual Administrative  Charge and  less any applicable  premium

                                                        MMVA.171  12/12/9541
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  taxes,  and, less any applicable charges assessed to amounts in
  the General Account.  (See "Charges and Deductions"  on page   
  .)

  Payment of Withdrawals

      Any Contract  Values withdrawn  will be  sent to the  Owner
  within  seven  (7) days  of  receipt  of the  written  request,
  unless the  Delay  of Payments  provision  is in  effect.  (See
  Statement of  Additional Information  - "General Information  -
  Delay  of Payments.")  (See "Taxes -  Taxation of  Annuities in
  General" on page ___ for  a discussion of the  tax consequences
  of withdrawals.)

      The Company  reserves the  right to ensure  that a  Owner's
  check or  other form of  purchase payment has  been cleared for
  payment  prior  to  processing  any  withdrawal  or  redemption
  request occurring shortly after a purchase payment.

      Certain   restrictions  on   withdrawals  are   imposed  on
  Contracts issued in  connection with 403(b) Plans.  (See "Taxes
  - 403(b) Plans" on page ___.)


                               TAXES

  Introduction

      The Contracts  are designed  to accumulate  Contract Values
  with retirement plans which, except for  IRAs and 403(b) Plans,
  are generally  not  tax-qualified  plans  ("Qualified  Plans").
  The  ultimate effect  of  Federal income  taxes on  the amounts
  held  under  a  Contract,  on  annuity  payments,  and  on  the
  economic  benefits  to  the  Owner,  Annuitant  or  Beneficiary
  depend  on  the Company's  tax  status  and  upon  the tax  and
  employment status  of  the individual  concerned.  Accordingly,
  each potential  Owner should  consult a  competent tax  adviser
  regarding the tax consequences of purchasing a Contract. 

      The following discussion  is general in  nature and is  not
  intended as tax  advice.   No  attempt is made to  consider any
  applicable state or other  tax laws.  Moreover,  the discussion
  is  based  upon  the Company's  understanding  of  the  Federal
  income  tax  laws  as  they  are  currently  interpreted.    No
  representation   is   made   regarding   the   likelihood    of
  continuation  of the  Federal  income  tax laws,  the  Treasury
  Regulations,  or  the current  interpretations by  the Internal
  Revenue Service (the  "Service").  For a discussion  of Federal
  income  taxes  as they  relate  to  the  Fund,  please see  the
  accompanying Prospectus for the Fund.

  Company Tax Status

                                                        MMVA.171  12/12/9542
<PAGE>






      The Company is taxed as a life insurance company under Part
  I of  Subchapter L of  the Internal  Revenue Code  of 1986,  as
  amended (the  "Code").   Since the  Variable Account  is not  a
  separate  entity  from the  Company and  its operations  form a
  part of  the  Company, it  will not  be taxed  separately as  a
  "regulated investment company" under Subchapter  M of the Code.
  Investment  income and realized capital gains  on the assets of
  the Variable Account  are reinvested and taken into  account in
  determining the Contract Value.   Under existing Federal income
  tax law,  the Variable  Account's investment income,  including
  realized net  capital gains, is not taxed  to the Company.  The
  Company reserves the right to  make a deduction for  taxes from
  the assets of  the Variable Account should they be imposed with
  respect to such items in the future.

  Taxation of Annuities in General - Non-Qualified Plans

      Code  Section 72  governs the  taxation of  annuities.   In
  general, a  Owner is not  taxed on increases  in value  under a
  Contract until some  form of withdrawal or distribution is made
  under the Contract.  However,  under certain circumstances, the
  increase in  value  may be  subject  to  tax currently.    (See
  "Taxes - Contracts Owned by Non-Natural Persons," on  page     
  and "Taxes - Diversification Standards" on page____.)

      Withdrawals prior to the Annuity Date

      Code Section 72 provides that a total or partial withdrawal
  from  a Contract prior to  the Annuity Date  will be treated as
  taxable  income  to  the extent  the  amounts  held  under  the
  Contract exceed the "investment in the contract,"  as that term
  is defined  under the Code.   The "investment  in the contract"
  can generally be  described as  the cost of  the Contract.   It
  generally constitutes  the sum  of all  purchase payments  made
  for the contract  less any amounts received under  the Contract
  that are  excluded from gross  income.  The  taxable portion is
  taxed as ordinary income.  For purposes  of this rule, a pledge
  or assignment  of a Contract  is treated as  a payment received
  on account of a partial withdrawal of a Contract.

      Withdrawals on or after the Annuity Date

      Upon  receipt of a lump  sum payment or  an annuity payment
  under the  Contract, the recipient  is taxed on  the portion of
  the  payment  that  exceeds the  investment  in  the  Contract.
  Ordinarily, the taxable portion of  payments under the Contract
  will be taxed as ordinary income.

      For  fixed annuity  payments, the  taxable portion  of each
  payment is generally  determined by  using a  formula known  as
  the "exclusion  ratio", which  establishes the  ratio that  the
  investment  in the Contract bears to  the total expected amount

                                                        MMVA.171  12/12/9543
<PAGE>






  of annuity payments for  the term of the Contract.   That ratio
  is  then applied  to each payment  to determine  the nontaxable
  portion of the  payment.  The remaining portion of each payment
  is  taxed as  ordinary income.   For variable annuity payments,
  the  taxable   portion  is  determined   by  a  formula   which
  establishes  a specific dollar amount  of each  payment that is
  not taxed.   The dollar amount  is determined  by dividing  the
  investment  in the  Contract by  the total  number of  expected
  periodic payments.   The  remaining portion of  each payment is
  taxed as ordinary income.

      The Company  is obligated to withhold  Federal income taxes
  from certain  payments unless the  recipient elects  otherwise.
  Prior to the first payment,  the Company will notify  the payee
  of the  right to elect  out of withholding  and will furnish  a
  form  on  which  the election  may  be  made.   The  payee must
  properly notify the  Company of that election in advance of the
  payment in order to avoid withholding.


      Penalty Tax on Certain Withdrawals

      With respect to amounts withdrawn or distributed before the
  taxpayer reaches age  59 1/2, a 10%  penalty tax  is imposed  upon
  the  portion of  such  amount  which  is  includable  in  gross
  income.     However,  the  penalty   tax  will  not  apply   to
  withdrawals:  (i) made on or  after the death of the Owner  (or
  where the  Owner  is  not  an  individual,  the  death  of  the
  "primary  annuitant",   who is defined  as the  individual, the
  events  in  the life  of  whom  are  of  primary importance  in
  affecting  the  timing  or  amount  of  the  payout  under  the
  Contract);  (ii)   attributable  to  the   taxpayer's  becoming
  totally disabled within  the meaning of Code  Section 72(m)(7);
  (iii)  which are  part  of  a  series  of  substantially  equal
  periodic payments (not less frequently  than annually) made for
  the life (or  life expectancy) of  the taxpayer,  or the  joint
  lives (or  joint life  expectancies)  of the  taxpayer and  his
  beneficiary;  (iv)  allocable to  investment  in  the  Contract
  before August  14, 1982;  (v) under  a qualified funding  asset
  (as  defined in  Code Section 130(d));  (vi) under an immediate
  annuity contract; or  (vii) that  are purchased by  an employer
  on  termination of certain types  of qualified  plans and which
  are  held by  the employer  until the  employee  separates from
  service.

      If the  penalty tax  does not  apply to a  withdrawal as  a
  result of the application of  item (iii) above, and  the series
  of payments are subsequently modified (other  than by reason of
  death  or disability), the tax for  the first year in which the
  modification occurs will  be increased  by an  amount equal  to
  the tax that would have  been imposed but for item  (iii) above
  as  determined under  Treasury Regulations,  plus interest  for

                                                        MMVA.171  12/12/9544
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  the  deferral  period.    The  foregoing  rule  applies if  the
  modification takes place:  (a)  before the close of  the period
  which is  five years  from the date  of the  first payment  and
  after the taxpayer  attains age 59 1/2; or (b) before the taxpayer
  reaches age 59 1/2.

  Assignments

      Any assignment or pledge of the Contract  as collateral for
  a  loan may result  in a  taxable event  and the excess  of the
  Contract Value  over purchase  payments will  be  taxed to  the
  assignor as  ordinary income. Please  consult your tax  adviser
  prior to making an assignment of the Contract.

  Distribution-at-Death Rules

      In order to be  treated as an annuity contract  for Federal
  income tax purposes, a Contract must generally provide  for the
  following two distribution rules: (i)  if the Owner dies  on or
  after the Annuity Date, and  before the entire interest  in the
  Contract has  been distributed, the  remaining portion of  such
  interest will be  distributed at least as quickly as the method
  in effect  on  the Owner's  death;  and (ii)  if a  Owner  dies
  before the  Annuity Date, the entire interest must generally be
  distributed within five years after  the date of death.  To the
  extent such  interest is payable  to a designated  Beneficiary,
  however, such interest  may be annuitized over the life of that
  Beneficiary or  over a  period  not extending  beyond the  life
  expectancy  of  that  Beneficiary,  so  long  as  distributions
  commence within  one year  after the  date of  death.   If  the
  Beneficiary is the  spouse of the  Owner, the  Contract may  be
  continued unchanged in the name of the spouse as Owner.

      If the Owner  is not an individual, the "primary annuitant"
  (as defined  under  the Code)  is  considered  the Owner.    In
  addition, when the Owner is  not an individual, a change in the
  primary annuitant is treated as the death of the Owner.

      Gifts of Contracts

      Any  transfer of a Contract  prior to the  Annuity Date for
  less  than  full  and  adequate  consideration  will  generally
  trigger tax on the gain  in the Contract.  The transferee  will
  receive  a step-up  in  basis for  the  amount included  in the
  transferor's income.   This provision, however, does  not apply
  to  those transfers between  spouses or  incident to  a divorce
  which are governed by Code Section 1041(a).

      Contracts Owned by Non-Natural Persons

      If  the  Contract  is held  by  a  non-natural person  (for
  example, a corporation or  trust) the Contract is generally not

                                                        MMVA.171  12/12/9545
<PAGE>






  treated  as  an   annuity  contract  for  Federal   income  tax
  purposes, and the  income on the Contract (generally the excess
  of  the   Contract  Value  over   the  purchase  payments)   is
  includable in income each year.  The  rule does not apply where
  the non-natural  person is  only the  nominal owner  such as  a
  trust or other entity acting as an agent for a natural  person.
  The rule also does not  apply when the Contract is  acquired by
  the  estate of  a  decedent, when  the  Contract is  held under
  certain  qualified plans,  when  the  Contract is  a  qualified
  funding asset for structured settlements,  when the Contract is
  purchased  on  behalf  of an  employee  upon  termination  of a
  qualified plan, and in the case of an immediate annuity.

  Section 1035 Exchanges

      Code  Section 1035 provides that  no gain or  loss shall be
  recognized on the  exchange of an annuity contract  for another
  annuity  contract.    A  replacement  contract  obtained  in  a
  tax-free exchange of contracts  succeeds to  the status of  the
  surrendered  contract. Special  rules and  procedures  apply to
  Code Section 1035 transactions.   Prospective owners wishing to
  take  advantage of  Code Section 1035  should consult their tax
  advisers.

  Multiple Contracts

      Annuity contracts that are issued  by the same company  (or
  affiliate) to the same Owner  during any calendar year  will be
  treated  as one  annuity  contract  in determining  the  amount
  includable in  the taxpayer's gross  income.  Thus, any  amount
  received  under  any  such contract  prior  to  the  contract's
  annuity starting date will be taxable (and possibly subject  to
  the 10%  penalty tax) to  the extent of the  combined income in
  all  such  contracts.    The   Treasury  has  broad  regulatory
  authority  to  prevent  avoidance  of   the  purposes  of  this
  aggregation  rule.  It is  possible that, under this authority,
  Treasury may  apply  this rule  to  amounts  that are  paid  as
  annuities  (on  or  after  the  starting  date)  under  annuity
  contracts issued by the same  company to the same  Owner during
  any  calendar  year period.    In this  case,  annuity payments
  could  be  fully  taxable  (and  possibly  subject to  the  10%
  penalty tax) to the  extent of the combined income in  all such
  contracts and regardless of whether  any amount would otherwise
  have been  excluded from income.   Owners should  consult a tax
  adviser  before purchasing  more  than  one Contract  or  other
  annuity contracts.

  Diversification Standards

      To comply with  the diversification regulations promulgated
  under Code Section 817(h) (the "Diversification  Regulations"),
  after  a  start-up  period, each  Sub-account  is  required  to

                                                        MMVA.171  12/12/9546
<PAGE>






  diversify  its  investments.   The  Diversification Regulations
  generally  require that on  the last day  of each  quarter of a
  calendar year no  more than 55% of the value of the assets of a
  Sub-account is represented by any one investment,  no more than
  70% is represented by any two investments, no more  than 80% is
  represented by any three investments,  and no more than  90% is
  represented by  any four  investments.   A "look-through"  rule
  applies so  that an investment  in the Fund  is not  treated as
  one investment  but is treated  as an investment  in a pro-rata
  portion of each underlying asset  of the Fund.   All securities
  of the same issuer are treated as a  single investment.  In the
  case  of  government  securities,  each  Government  agency  or
  instrumentality is treated as a separate issuer.

      In  connection  with  the  issuance  of  the  proposed  and
  temporary  version   of  the     Diversification   Regulations,
  Treasury  announced  that  such  regulations   do  not  provide
  guidance  concerning the  extent  to  which Owners  may  direct
  their  investments  to  particular  divisions  of   a  separate
  account.  It   is  possible   that  if   and  when   additional
  regulations or IRS pronouncements are  issued, the Contract may
  need  to be  modified  to comply  with such  rules.   For these
  reasons,  the  Company   reserves  the  right  to   modify  the
  Contract,  as  necessary,  to  prevent  the  Owner  from  being
  considered the owner of the assets of the Variable Account.



      The  Company intends  to  comply  with the  Diversification
  Regulations  to  assure  that  the  Contracts  continue  to  be
  treated as annuity contracts for Federal income tax purposes.

  Qualified Plans

      The Contracts  may be used to create an IRA.  The Contracts
  are also  available  for use  in connection  with a  previously
  established 403(b) Plan.   No attempt is made herein to provide
  more than  general information about the  use of  the Contracts
  with  IRAs or  403(b)  Plans.   The  information herein  is not
  intended as tax advice.    A prospective Owner  considering use
  of the  Contract  to create  an  IRA or  in  connection with  a
  403(b) Plan should first  consult a competent tax  adviser with
  regard  to the  suitability of  the Contract  as  an investment
  vehicle for their qualified plan.

      While the Contract will not be available in connection with
  retirement plans designed  by the Company which qualify for the
  federal tax advantages available under Sections  401 and 457 of
  the  Code, a Contract can be  used as the investment medium for
  an  individual Owner's  separately  qualified retirement  plan.
  Under  amendments to  the Internal  Revenue  Code which  became
  effective in  1993, distributions for  a qualified plan  (other

                                                        MMVA.171  12/12/9547
<PAGE>






  than  non-taxable  distributions   representing  a  return   of
  capital,   distributions   meeting  the   minimum  distribution
  requirement, distributions for  the life or life  expectancy of
  the recipient(s) or distributions  that are made over a  period
  of  more than  10  years) are  eligible  for tax-free  rollover
  within 60  days  of the  date  of  distribution, but  are  also
  subject to federal  income tax withholding at a 20% rate unless
  paid directly to another qualified  plan.  If the  recipient is
  unable  to  take  full  advantage   of  the  tax-free  rollover
  provisions,  there may be taxable income, and the imposition of
  a  10%  penalty  if  the  recipient  is  under  age  59 1/2.     A
  prospective  Owner considering  use  of  the Contract  in  this
  manner  should consult  a competent tax  adviser with regard to
  the suitability  of  the  Contract  for this  purpose  and  for
  information concerning  the provisions  of the Code  applicable
  to qualified plans.

  Individual Retirement Annuities

      Section  408 of  the Code  permits eligible  individuals to
  contribute to an IRA.   Contracts issued in connection  with an
  IRA  are   subject  to  limitations  on   eligibility,  maximum
  contributions, and time  of distribution.   Distributions  from
  certain retirement plans qualifying for  federal tax advantages
  may be rolled over  into an  IRA.  Sales  of the Contracts  for
  use with  IRAs are subject  to special requirements imposed  by
  the  Service,  including  the  requirement  that  informational
  disclosure  be given to  each person  desiring to  establish an
  IRA.   The IRAs offered by this Prospectus are not available in
  all states.

  403(b) Plans

      Code Section 403(b)(11) imposes  certain restrictions on  a
  Owner's ability to  make partial withdrawals from  Code Section
  403(b)  Contracts, if  attributable to  purchase payments  made
  under   a  salary  reduction  agreement.    Specifically,  Code
  Section  403(b)(11)  allows  a Owner  to  make  a  surrender or
  partial withdrawal  only (a) when  the employee attains age  59
  1/2,  separates from  service, dies,  or  becomes disabled  (as
  defined in the Code), or (b)  in the case of hardship.  In  the
  case  of  hardship,  only  an  amount  equal  to  the  purchase
  payments may  be withdrawn.   In addition,  under Code  Section
  403(b)    the    employer    must     comply    with    certain
  non-discrimination  requirements.  Owners  should consult their
  employers to determine  whether the employer has  complied with
  these rules.   The 403(b) Plan  offered by  this Prospectus  is
  not available in all states.





                                                        MMVA.171  12/12/9548
<PAGE>







                              APPENDIX

  GENERAL ACCOUNT OPTION

      Under the General Account  option, Contract Values are held
  in the  Company's General  Account.  Because  of exemptive  and
  exclusionary provisions, interests in the  General Account have
  not been registered  under the Securities  Act of  1933 nor  is
  the General Account  registered as an investment  company under
  the Investment  Company Act of 1940.   The  Company understands
  that the  staff of the  Securities and Exchange Commission  has
  not reviewed  the disclosures  in this  Prospectus relating  to
  the  General Account  portion  of  the Contract.    Disclosures
  regarding  the General  Account  may,  however, be  subject  to
  certain  generally   applicable  provisions   of  the   federal
  securities laws  relating to the  accuracy and completeness  of
  statements made  in prospectuses.   The General Account  option
  is not available in all states.

      Contract  Owners  may  elect  to allocate  amounts  to  the
  General Account  provided that the  Contract Owner specifies  a
  percentage that is  a whole number and  is equal to 0  or equal
  to or  greater than  10%.   Contract Owners  may also  transfer
  amounts  to  the   General  Account.    Amounts   allocated  or
  transferred to the  General Account are credited  with interest
  on a  daily basis  at the  then applicable  effective guarantee
  rate.  The effective guarantee  rate is that rate  declared for
  the  calendar   month  in  which   amounts  are  allocated   or
  transferred  to  the  General Account.      Therefore,  if  the
  Contract  Owner   has  allocated  or  transferred   amounts  at
  different  times to  the General  Account,  each allocation  or
  transfer  may  have  a  unique  effective  guarantee  rate  and
  guarantee period  associated  with  that  amount.  The  Company
  guarantees  that  the  effective guarantee  rate  will  not  be
  changed more than  once per year and  will not be less  than 4%
  per annum. 

      The  Contract Owner  may  transfer amounts  to the  General
  Account  prior  to  the  Annuity Date  by  written  request  or
  telephone authorization.  However, no  more than four transfers
  may be  made to the General  Account per Contract Year  and the
  amount transferred to  the General Account must be at least 25%
  of the Contract  Value, or the  entire amount  in the  Variable
  Account,  if less.   (See  "Alliance  Variable Products  Series
  Fund, Inc. - Transfer of Contract Values" on page    .)

      The Contract Owner may transfer  amounts out of the General
  Account  only  at the  end of  the guarantee  period associated
  with  that amount.   Prior to  the end of  the guarantee period
  the  Contract  Owner  may  specify   the  Sub-accounts  of  the
  Variable  Account to  which the  Contract  Owner wants  amounts

                                                        MMVA.171  12/12/9549
<PAGE>






  transferred.    If  the  Contract  Owner  does  not notify  the
  Company prior to the end  of the guarantee period,  the Company
  will  apply  that amount  to  a  new  guarantee  period in  the
  General Account, which is  then subject to the same  conditions
  as  the  original   guarantee  period.    The   guarantee  rate
  associated with  the new guarantee period may be different from
  the  effective  guarantee  rate  applicable  to  the   previous
  guarantee  period.   These  transfers  will  be handled  at  no
  charge to  the  Contract Owner.    All other  provisions  which
  apply  to  transfers  among  the  Sub-accounts  (See  "Alliance
  Variable  Products Series  Fund, Inc.  -  Transfer of  Contract
  Values"  on  page ___)  and  which  do  not  conflict with  the
  provisions set forth above will continue to apply.

      Contract  Owners may not make a partial withdrawal from the
  General Account prior to the Annuity Date unless:

      (a) all of  the Contract  Owner's funds are in  the General
          Account; or
      (b) the Contract  Owner does not  specify from which  funds
          the  partial withdrawal  is to  be deducted.   In  that
          event, the  Company will  deduct the  amount from  each
          Sub-account  of the  Variable  Account and  each amount
          allocated  to  each guarantee  period  of  the  General
          Account  in  the proportion  that  each  bears  to  the
          Contract Value.

      The Deferred  Sales Charge  (See "Charges and  Deductions -
  Deduction  for Deferred  Sales  Charge" on  page  ___) will  be
  deducted  from the  Sub-accounts of  the  Variable Account  and
  from  each  amount allocated  to each  guarantee period  of the
  General Account in the proportion that the withdrawal was  made
  from these accounts.

      The   annual  Administrative   Charge  (See   "Charges  and
  Deductions  - Deductions  for  Administrative Charge"  on  page
  ___)  and  Premium  Taxes, if  applicable,  (See  "Charges  and
  Deductions  - Deduction  for Premium and  Other Taxes"  on page
  ___) will be deducted proportionately  from each Sub-account of
  the  Variable Account  and from  each amount  in each guarantee
  period of the General Account.

      If  the  Contract Owner  has  not made  any  annuity option
  selection  at the  Annuity  Date, the  Contract  Value will  be
  applied  to purchase Option 2  fixed basis annuity payments and
  Option  2 variable basis annuity payments, in proportion to the
  amount of  Contract  Value  in  the  General  Account  and  the
  Variable Account, respectively.  (See "Annuity Period - Annuity
  Options" on page   ___.)




                                                        MMVA.171  12/12/9550
<PAGE>






    TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION


                                                            Page
  General Information
      The Company
      Independent Accountants
      Legal Counsel
      Distributor
      Calculation of Performance Related Information
      Delay of Payments
  Transfers
  Method of Determining Contract Values
  Annuity Provisions
  Annuity Benefits
      Annuity Options
      Variable Annuity Payment Values
      Annuity Unit
      Net Investment Factor
      Additional Provisions
  Financial Statements
































                                                        MMVA.171  12/12/9551
<PAGE>





















                               PART B
                STATEMENT OF ADDITIONAL INFORMATION


                DEFERRED VARIABLE ANNUITY CONTRACTS

                             issued by


                         VARIABLE ACCOUNT I



                                and



                     AIG LIFE INSURANCE COMPANY



      THIS  IS NOT  A PROSPECTUS.   THIS STATEMENT  OF ADDITIONAL
  INFORMATION SHOULD BE  READ IN CONJUNCTION WITH  THE PROSPECTUS
  FOR THE DEFERRED VARIABLE ANNUITY  CONTRACTS WHICH ARE REFERRED
  TO HEREIN.

      THE PROSPECTUS  CONCISELY  SETS FORTH  INFORMATION  THAT  A
  PROSPECTIVE INVESTOR  OUGHT TO  KNOW BEFORE INVESTING.   FOR  A
  COPY OF  THE PROSPECTUS  DATED ____,  CALL OR  WRITE: AIG  Life
  Insurance  Company;  Attention:  Variable  Products, One  Alico
  Plaza, 600  King Street,  P.O. Box  8718, Wilmington,  Delaware
  19899, 1-800-340-2765.
  <REDLINE>
  DATE OF  STATEMENT  OF ADDITIONAL  INFORMATION: __________  __,
  1996. </REDLINE>



                                                        MMVA.171  12/12/9552
<PAGE>






                         TABLE OF CONTENTS


                                                            PAGE
  General Information
      The Company
      Independent Accountants
      Legal Counsel
      Distributor
      Calculation of Performance Related Information
      Delay of Payments
      Transfers
  Method of Determining Contract Values

  Annuity Provisions
      Annuity Benefits
      Annuity Options
      Variable Annuity Payment Values
      Annuity Unit
      Net Investment Factor
      Additional Provisions

  Financial Statements






























                                                        MMVA.171  12/12/9553
<PAGE>






                        GENERAL INFORMATION

  The Company

      A  description   of  AIG   Life  Insurance   Company   (the
  "Company"), and its  ownership is contained in  the Prospectus.
  The Company will provide for  the safekeeping of the  assets of
  the Variable Account I.

  Independent Accountants

      The audited  financial statements of the  Company have been
  audited by  Coopers and Lybrand,  independent certified  public
  accountants,  whose   offices  are  located   in  Philadelphia,
  Pennsylvania.
  <REDLINE>
  Legal Counsel

      Legal matters  relating to  the Federal securities  laws in
  connection  with the  Contracts  described  herein and  in  the
  Prospectus are  being passed  upon by  the law  firm of  Jorden
  Burt  Berenson & Johnson LLP, Washington, D.C.</REDLINE>

  Distributor

      AIG Equity Sales Corp. ("AESC"), formerly known as American
  International  Fund   Distributors,   Inc.,  a   wholly   owned
  subsidiary  of  American  International  Group,  Inc.  and   an
  affiliate of  the  Company,  acts  as  the  distributor.    The
  offering is on a continuous  basis.  Commissions in  the amount
  of  $2,647,001  were  paid  during 1994,  none  of  which  were
  retained by the Distributor.  
  Calculation Of Performance Related Information

      A.  Yield  and  Effective  Yield Quotations  for  the Money
          Market Sub-account

      The yield  quotation for the Money Market Sub-account to be
  set forth  in the  Prospectus  will be  for a  given seven  day
  period,  and will  be computed  by determining  the net change,
  exclusive of capital  changes, in  the value of  a hypothetical
  pre-existing account having a balance  of one Accumulation Unit
  in  the Money  Market  Sub-account  at  the  beginning  of  the
  period,   subtracting   a   hypothetical   charge    reflecting
  deductions from Owner accounts, and  dividing the difference by
  the value  of the account at  the beginning of  the base period
  to obtain  the base  period return,  and  multiplying the  base
  period return by  (365/7) with the resulting figure  carried to
  at least the nearest hundredth of one percent.

      Any  effective   yield  quotation  for   the  Money  Market
  Sub-account to  be set forth  in the Prospectus  will be  for a

                                                        MMVA.171  12/12/9554
<PAGE>






  given  seven  day  period,  carried  at  least  to the  nearest
  hundredth of one percent, and  will be computed by  determining
  the net change, exclusive of  capital changes, in the  value of
  a hypothetical  pre-existing account  having a  balance of  one
  Accumulation  Unit  in  the Money  Market  Sub-account  at  the
  beginning  of  the period,  subtracting  a  hypothetical charge
  reflecting deductions  from  Owner accounts,  and dividing  the
  difference by the value  of the account at the beginning of the
  base  period  to  obtain  the  base  period  return,  and  then
  compounding  the base period  return by  adding 1,  raising the
  sum to  a power  equal to 365  divided by  7 and subtracting  1
  from the result, according to the following formula:
     
          EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)365/7]-1.

      For purposes of the yield and effective yield computations,
  the  hypothetical  charge  reflects  all  deductions  that  are
  charged to  all Owner accounts  in proportion to  the length of
  the base period.  For any fees  that vary with the size of  the
  account, the account  size is assumed  to be  the Money  Market
  Sub-account's  mean account  size.    The yield  and  effective
  yield quotations do not reflect the Deferred  Sales Charge that
  may  be assessed at the time of withdrawal in an amount ranging
  up to 6%  of the purchase payments withdrawn, with the specific
  percentage applicable to  a particular withdrawal  depending on
  the length  of time  the purchase  payment was  held under  the
  Contract and  whether  withdrawals  had  been  previously  made
  during that  Contract Year.    (See "Charges  and Deductions  -
  Deduction for  Deferred  Sales  Charge"  on  page  ___  of  the
  Prospectus)   No deductions  or sales  loads are assessed  upon
  annuitization under the  Contracts.  Realized gains  and losses
  from the  sale of  securities and  unrealized appreciation  and
  depreciation of the Money  Market Sub-account and the  Fund are
  excluded from the calculation of yield.
  <REDLINE>
      B.  Standardized Total Return Quotations

      The  standardized total  return quotations  for all  of the
  Sub-accounts will  be average  annual  total return  quotations
  for  the  one,   five,  and  ten  year  periods  (or,  where  a
  Sub-account has been  in existence for  a period  of less  than
  one, five  or ten  years, for  such lesser period)  ended on  a
  given date, and for the period from the  date monies were first
  placed into  the Sub-accounts  until the  aforesaid date.   The
  quotations  are   computed  by   finding  the  average   annual
  compounded  rates of  return  over  the relevant  periods  that
  would  equate  the  initial  amount   invested  to  the  ending
  redeemable  value,   according   to  the   following   formula:
  </REDLINE>




                                                        MMVA.171  12/12/9555
<PAGE>






                           P(1+T)n = ERV

      Where:         P = a hypothetical initial payment of $1,000

                     T = average annual total return

                     n = number of years

                     ERV   =  ending   redeemable  value   of   a
                     hypothetical  $1,000  payment  made  at  the
                     beginning  of the  particular period  at the
                     end of the particular period.

      For  the purposes of the total return quotations for all of
  the  Sub-accounts, the  calculations take into effect  all fees
  that are  charged to  all Owner  accounts.   For any fees  that
  vary with the size of the account, the account size is  assumed
  to be  the  respective Sub-account's  mean account  size.   The
  calculations also  assume a total  withdrawal as of  the end of
  the particular period.
  <REDLINE>
      No standardized or non-standardized total return quotations
  have  been provided  for  the Zero  Coupon 2000,  Dreyfus Stock
  Index,  Money   Market,   Growth,  Overseas,   Asset   Manager,
  Investment Grade Bond,  High Income, Worldwide Balance  or Gold
  and Natural Resources Portfolios, because,  for the fiscal year
  ending December  31,  1994, such  Portfolios  were not  yet  in
  operation.
  </REDLINE>
      Annualized  total return  for  certain Sub-accounts  as  of
  December 31, 1994, were as follows:

  Inception to Date
      Conservative Investors
      Growth Investors
      Growth
      Growth and Income

      *Funds  were  first invested  in  the  Portfolos as  listed
  below:
          Conservative Investors
          Growth Investors
          Growth
          Growth and Income

      C.  Yield  Quotations for each  Sub-account other  than the
          Money Market Sub-account

      The yield  quotations for  each Sub-account other  than the
  Money Market Sub-account will be based on a thirty-day  period.
  The computation is made  by dividing the net  investment income
  per  Accumulation Unit  earned during  the period  by  the Unit

                                                        MMVA.171  12/12/9556
<PAGE>






  Value  on  the  last  day  of  the  period,  according  to  the
  following formula:

                            Yield = 2[(a - b + 1)6 - 1]
                                        cd

       Where:    a =  net investment income earned during the 
                      period by the corresponding Portfolio 
                      attributable to shares owned by the
                      corresponding Sub-account.

                 b =  expenses accrued  for  the period  (net  of
                      reimbursements).

                 c =  the  average  daily number  of Accumulation
                      Units outstanding during the period.

                 d =  the maximum Unit  Value on the last  day of
                      the period.

       For  the  purposes   of  the  yield  quotations   for  the
  Sub-accounts, the calculations  take into effect all  fees that
  are charged to  all Owner  accounts.   For any  fees that  vary
  with the  size of the account,  the account size  is assumed to
  be  the  respective  Sub-account's  mean  account  size.    The
  calculations  do  not  take into  account  the  Deferred  Sales
  Charge or any transfer charges.

       A Deferred Sales  Charge may be  assessed at  the time  of
  withdrawal in an amount  from 6% to 0% of the Purchase Payments
  withdrawn,  with  the  specific  percentage   applicable  to  a
  particular  withdrawal depending  on  the  length of  time  the
  purchase  payment was  held  under  the Contract,  and  whether
  withdrawals had  been  previously  made  during  that  Contract
  Year.   (See "Charges and  Deductions - Deduction for  Deferred
  Sales  Charge"  on  page  17  of  the  Prospectus)    There  is
  currently  a  transfer  charge  of  $10  per  transfer after  a
  specified number  of transfers  in each  Contract  Year.   (See
  "Transfer of Contract Values" on page 15 of the Prospectus)


       D.   Non-Standardized Performance Data
  <REDLINE>
            1.   Non-Standardized Total Return Quotations

            The non-standardized  total return quotations for all
  of the  Sub-accounts to be set forth in  the Prospectus will be
  average annual total  return quotations for the one,  five, and
  ten  year  periods  (or,  where  a  Sub-account   has  been  in
  existence  for a period  of less  than one, five  or ten years,
  for such lesser period), ended  on a given date for  the period
  from the date  monies were first placed  into the  Sub-accounts

                                                        MMVA.171  12/12/9557
<PAGE>






  until  the  aforesaid date.    The quotations  are  computed by
  finding the average  annual compounded rates of return over the
  relevant periods that would equate  the initial amount invested
  to  the ending  redeemable value,  according  to the  following
  formula:
  </REDLINE>
                      P(1+T)n = ERV
            Where:    P  =  a  hypothetical  initial  payment  of
  $1,000

                      T = average annual total return

                      n = number of years

                      ERV = ending redeemable value of a 
                           hypothetical  $1,000 payment  made  at
  the 
                           beginning of the particular period  at

                           the end of the particular period.
   
       For  the purposes  of  the  total return  quotations,  the
  calculations take into  effect all fees that are charged to all
  Owner accounts.   For any fees that  vary with the size  of the
  account,  the  account size  is  assumed to  be  the respective
  Sub-account's  mean account  size.   The  calculations do  not,
  however,  assume  a total  withdrawal  as  of  the  end of  the
  particular period.

       Annualized  total  return  quotations  for  certain   Sub-
  accounts as of December 31, 1994, were as follows:
                                One Year  Inception to Date
       Conservative Investors
       Growth Investors
       Growth
       Growth and Income

       2.   The Power of Tax-Deferred Growth

      All  current  taxes  on any  income  or  capital  gains are
  deferred until money  is taken out of  your account.   That way
  all of your  earnings contribute to the growth of your account.
  And, since  all your earnings  are automatically reinvested  to
  build your investment  base, your account is given  yet another
  opportunity to grow.   It's called the Power of Compounding and
  the following charts illustrate just how powerful it can be.







                                                        MMVA.171  12/12/9558
<PAGE>






      A.  The  Power of  Tax-Deferral  $10,000 At  8%  Compounded
  Annually*
  <TABLE>
  <CAPTION>
                           33% TAX APPLIED
      AFTER 33% TAX APPLIED UPON SURRENDER   TAX DEFERRED
         <S>            <C>            <C>            <C>
    10 years       $ 16,856       $ 15,782       $ 18,630
    20 years       $ 28,413       $ 26,789       $ 36,059
    30 years       $ 47,893       $ 47,744       $ 66,336
    40 years       $ 80,729       $ 87,637       $125,877
    50 years       $136,078       $163,584       $239,230
  </TABLE>

       B.   The  Power of  Tax-Deferral  $10,000 At  8%  Compound
  Annually*

  <REDLINE>
                   INSERT:  GRAPH OF ILLUSTRATION
  </REDLINE>



       *These  illustrations  are not  intended  to  reflect  the
  return of investments  made in your variable  annuity contract.
  The figures are  calculated on a fixed interest rate and assume
  no  fluctuation in the value of  principal or the impact of any
  fees   or  sales  charges.    Taxes  are  due  on  tax-deferred
  investments whenever money is withdrawn from that investment.
























                                                        MMVA.171  12/12/9559
<PAGE>






  Delay of Payments

       Any payments  due under  the Contracts  will generally  be
  sent to the Owner within seven (7)  days of a completed request
  for payment.   However, the  Company has reserved  the right to
  postpone any type  of payment from the Variable Account for any
  period when:

       (a)  The New York Stock Exchange is closed for  other than
            customary weekends and holidays;
   
       (b)  trading on the Exchange is restricted;

       (c)  an emergency  exists as a  result of which  it is not
            reasonably practicable to dispose of securities  held
            in the Variable Account or determine their value; or

       (d)  an  order of the  Securities and  Exchange Commission
            permits  delay   for  the   protection  of   security
            holders.

       The  applicable  rules  of  the  Securities  and  Exchange
  Commission shall govern  as to  whether the  conditions in  (b)
  and (c) exists.

  Transfers

       An Owner may  deposit prior to  the Annuity  Date, all  or
  part of  his Contract Value into  the Money  Market Sub-account
  (the Sending  Sub-account"),  and then  automatically  transfer
  those assets  into one or more  of the other Sub-accounts  on a
  systematic basis.   The amount transferred  to the Sending Sub-
  account must  be at  least $12,000  in order  to initiate  this
  option.    This   process  is  called  Automatic   Dollar  Cost
  Averaging.

       The Automatic Dollar  Cost Averaging  option is  available
  for use  with any  of the  investment options,  other than  the
  General Account.

       Automatic  Dollar  Cost  Averaging   transfers  may  occur
  monthly or  quarterly.   The  Owner  may designate  the  dollar
  amount to  be  transferred  each  month  or  elect  to  have  a
  percentage  transferred  each month,  up  to  a maximum  of  60
  months.

       The Company will make all  Automatic Dollar Cost Averaging
  transfers on the 15th  calendar day of each month, or  the next
  day the  New York  Stock Exchange is  open for business  if the
  15th calendar  day of the  month should fall  on a day the  New
  York Stock  Exchange  is  closed.    In  order  to  process  an
  Automatic  Dollar Cost  Averaging  transfer, the  Company  must

                                                        MMVA.171  12/12/9560
<PAGE>






  have received  a request in  writing by  no later than  the 6th
  calendar day of the month.


       The  Automatic  Dollar   Cost  Averaging  option  may   be
  cancelled  at any time by  written request  or automatically if
  the  value of the Sending Sub-account  subject to the Automatic
  Dollar Cost Averaging option is less than $1,000.

       An Owner  may change his  Automatic Dollar Cost  Averaging
  investment allocation only once during any 12 month period.

       Any transfers made under  this section are subject to  the
  conditions  of  the  section  entitled  "Transfer  of  Contract
  Values" on page __ of  the Prospectus, except that  the Company
  will  not deem  the  election  of  the  Automatic  Dollar  Cost
  Averaging option  to count towards  a Owner's twelve (12)  free
  transfers.

               METHOD OF DETERMINING CONTRACT VALUES

       The Contract Value  will fluctuate in accordance  with the
  investment  results of  the underlying  Portfolio   within  the
  Sub-account.   In  order to  determine  how these  fluctuations
  affect Contract Values,  Accumulation Units are utilized.   The
  value of an  Accumulation Unit applicable during  any Valuation
  Period is determined at the end of that period.

       When the  first shares of  the respective Portfolios  were
  purchased for the Sub-accounts, the  Accumulation Units for the
  Sub-accounts were valued  at $10.  The value of an Accumulation
  Unit  for a  Sub-account  on any  Valuation Date  thereafter is
  determined by dividing (a) by (b), where:

      (a) is equal to:

          (i)    the total  value of the  net assets attributable
                 to Accumulation Units in the Sub-account, minus

          (ii)   the  daily  charge  for  assuming  the  risk  of
                 guaranteeing  mortality   factors  and   expense
                 charges which  is equal  on an  annual basis  to
                 1.25% multiplied  by the  daily net asset  value
                 of the Sub-account; minus

          (iii)  the   daily   charge   for   providing   certain
                 administrative functions  which is  equal on  an
                 annual basis  to 0.15% multiplied  by the  daily
                 net asset  value  of the  Sub-account; minus  or
                 plus



                                                        MMVA.171  12/12/9561
<PAGE>






          (iv)   a  charge  or  credit  for   any  tax  provision
                 established for  the Sub-account.   The  Company
                 is  not  currently  making  any  provision   for
                 taxes.

      (b) is the  total number of  Accumulation Units  applicable
          to  that  Sub-account  at  the  end  of  the  Valuation
          Period.

      The resulting  value of each Sub-account  Accumulation Unit
  is   multiplied  by  the   respective  number   of  Sub-account
  Accumulation Units for a Contract.   The Contract Value  is the
  sum of all Sub-account values for the Contract.

      An Accumulation Unit may increase or decrease in value from
  Valuation Date to Valuation Date.

                         ANNUITY PROVISIONS

  Annuity Benefits

      If the Annuitant is  alive on the Annuity Date  the Company
  will begin  making payments to the  Annuitant under the payment
  option  or  options  selected.    The  amount  of  the  annuity
  payments will depend  on the age of  the payee at the  time the
  settlement contract is issued.

  Annuity Options

      The annuity options are as follows:

      Option 1:   Life Income.  The  Company will pay  an annuity
      during the lifetime of the payee.

      Option 2:   Income  with 10  Years of  Payments Guaranteed.
      The  Company will pay an annuity during the lifetime of the
      payee.  If,  at the death of the  payee, payments have been
      made for less than 10 years:

          (a)    payments will  be continued during the remainder
                 of the period to the successor payee; or

          (b)    the successor  payee may elect  to receive in  a
                 lump sum  the  present  value of  the  remaining
                 payments, commuted at the interest  rate used to
                 create the annuity factor for this Option.

      Option 3:   Joint and  Last Survivor Income.   The  Company
      will pay  an  annuity for  as  long as  either  payee or  a
      designated second person is alive.



                                                        MMVA.171  12/12/9562
<PAGE>






      Annuity options are available on a fixed and/or a  variable
  basis.   The Owner  may allocate  Contract  Values to  purchase
  only  fixed annuity  payments,  or  to purchase  only  variable
  annuity  payments,  or to  purchase a  combination of  the two.
  Contract Values which  purchase fixed annuity payments  will be
  invested  in  the  General  Account.    Contract  Values  which
  purchase  variable annuity  payments will  be  invested in  the
  Variable Account.   The Owner may make no transfers between the
  General  Account and  the Variable  Account  after the  Annuity
  Date.  The  Company also may  offer additional  options at  its
  discretion.

  Variable Annuity Payment Values

      A  Variable Annuity is  an annuity with  payments which (1)
  are not predetermined as to dollar amount and (2)  will vary in
  amount  with  the  net investment  results  of  the  applicable
  Sub-account(s) of  the Variable  Account.  At  the Annuity Date
  the Contract Value in each  Sub-account will be applied  to the
  applicable  Annuity Tables  contained  in  the Contract.    The
  Annuity Table used will depend upon  the payment option chosen.
  The same Contract Value  amount applied to each payment  option
  may produce a  different initial annuity  payment.   If, as  of
  the Annuity  Date, the then current annuity rates applicable to
  this class of  contracts will provide a larger income than that
  guaranteed for  the same  form of  annuity under the  Contracts
  described herein, the larger amount will be paid.

      The  first   annuity  payment   for  each   Sub-account  is
  determined  by multiplying  the amount  of  the Contract  Value
  allocated to that  Sub-account by the factor shown in the table
  for the option selected, divided by 1000.

      The dollar amount of Sub-account annuity payments after the
  first is determined as follows:

      (a) The  dollar amount  of  the  first annuity  payment  is
          divided by the  value for the Sub-account Annuity  Unit
          as of  the Annuity Date.   This establishes the  number
          of Annuity Units for each monthly payment.  The  number
          of Annuity  Units  remains  fixed  during  the  Annuity
          payment period, subject to any transfers.

      (b) The fixed number of Annuity Units is multiplied  by the
          Annuity Unit  value for  the Valuation  Period 14  days
          prior to the date of payment.

      The total dollar amount of each Variable Annuity payment is
  the sum of all  Sub-account variable annuity payments less  the
  pro-rata amount of the annual Administrative Charge.



                                                        MMVA.171  12/12/9563
<PAGE>






  Annuity Unit

      The  value of  an  Annuity Unit  for  each Sub-account  was
  arbitrarily  set initially  at  $10.   This  was done  when the
  first  Portfolio  shares  were  purchased.     The  Sub-account
  Annuity Unit  value  at the  end  of any  subsequent  Valuation
  Period is  determined  by multiplying  the Sub-account  Annuity
  Unit value  for the immediately  preceding Valuation Period  by
  the quotient of (a) and (b) where:

      (a) is the net  investment factor for the Valuation  Period
          for which the  Sub-account Annuity Unit value is  being
          determined; and

      (b) is  the assumed  investment factor  for such  Valuation
          Period.  The assumed investment factor adjusts  for the
          interest  assumed  in determining  the  first  variable
          annuity payment.  Such factor for any  Valuation Period
          shall be  the accumulated  value,  at the  end of  such
          period, of  $1.00 deposited  at the  beginning of  such
          period at the assumed investment rate of 5%.

  Net Investment Factor

      The  net  investment  factor   is  used  to  determine  how
  investment results of  the Fund affect Variable  Account Values
  within the Sub-accounts from one Valuation Period to  the next.
  The  net  investment  factor  for   each  Sub-account  for  any
  Valuation  Period is  determined  by dividing  (a)  by (b)  and
  subtracting (c) from the result, where:

      (a) is equal to:

          (i)   the  net asset value  per share  of the Portfolio
          held in the  Sub-account determined at the end of  that
          Valuation Period; plus

          (ii)  the per share amount  of any dividend or  capital
          gain  distribution  made  to   the  Portfolio  if   the
          "ex-dividend" date  occurs during  that same  Valuation
          Period; plus or minus

          (iii)    a  per  share  charge   or  credit,  which  is
          determined by the Company, for changes in  tax reserves
          resulting    from   investment    operations   of   the
          Sub-account.

      (b) is equal to:

          (i)    the net asset  value per share of  the Portfolio
          held in the  Sub-account determined  as of  the end  of
          the prior Valuation Period; plus or minus

                                                        MMVA.171  12/12/9564
<PAGE>






          (ii)    the per  share charge or  credit for any change
          in tax reserves for the prior Valuation Period.

      (c) is equal to:

          (i)   the percentage factor representing  the Mortality
          and Expense Risk Charge, plus 

          (ii)    the  percentage factor  representing the  daily
          Administrative Charge.

  The  net investment  factor  may be  greater  or less  than the
  assumed investment  factor; therefore, the  Annuity Unit  value
  may increase or decrease from Valuation Period to Valuation 

  Additional Provisions

      The Company may require  proof of the age of  the Annuitant
  before making  any life  annuity  payment provided  for by  the
  Contract.  If the  age of the Annuitant has been  misstated the
  Company will  compute the amount  payable based on the  correct
  age.   If  annuity payments have  begun, any underpayments that
  may have been made  will be paid in full with  the next annuity
  payment.   Any overpayments, unless  repaid to  the Company  in
  one sum, will  be deducted from future  annuity payments  until
  the Company is repaid in full.

      If a Contract  provision requires that  a person be  alive,
  the Company  may require  due proof  that the  person is  alive
  before the Company acts under that provision.

      The Company  will give the  payee under an  annuity payment
  option a settlement contract for the payment option.




















                                                        MMVA.171  12/12/9565
<PAGE>






                        FINANCIAL STATEMENTS

      The financial  statements of  the Company and  the Variable
  Account included  herein shall  be considered  only as  bearing
  upon the ability of the  Company to meet its  obligations under
  the Contracts.















































                                                        MMVA.171  12/12/9566
<PAGE>






                             AIG LIFE INSURANCE COMPANY
                                     (AIG LIFE)
                                 VARIABLE ACCOUNT I


                        STATEMENT OF ASSETS AND LIABILITIES
                                 DECEMBER 31, 1994

  <TABLE>
  <CAPTION>
  Assets:
    Investments at Market Value:
     Alliance Variable Products Series Fund, Inc.:        Shares
                                                          ------
   <S>                                                    <C>
      Money Market Portfolio                              4,401,735.300
      Premier Growth Portfolio                            182,983.633
      Growth & Income Portfolio                           431,247.683
      International Portfolio                             371,515.329
      Short-Term Multi-Market Portfolio                   91,696.989
      Global Bond Portfolio                               90,017.228
      U.S. Government/High Grade
        Securities Portfolio                              303,951.808
      Global Dollar Government Portfolio                  68,723.756
      North American Government Portfolio                 337,750.004
      Utility Income Portfolio                            110,674.832
      Conservative Investors Portfolio                    62,623.032
     Growth Investors Portfolio                           29,368.355
     Growth Portfolio                                     465,730.743
     Total Return Portfolio                                32,187.140
     Worldwide Privitization Portfolio                    105,236.863

     Total Investments                                    

  Dividends Receivable 
  Recievable from AIG Life 

        Total Assets 



  Equity:
     Contract Owners Equity

         Total Contract Owners Equity


        Total Liabilities and Equity

   </TABLE>

                         See Notes to Financial Statements

                                                        MMVA.171  12/12/9567
<PAGE>






                             AIG LIFE INSURANCE COMPANY
                                     (AIG LIFE)
                                 VARIABLE ACCOUNT I


                        STATEMENT OF ASSETS AND LIABILITIES
                                 DECEMBER 31, 1994
   <TABLE>
   <CAPTION>
  Assets:
    Investments at Market Value:
     Alliance Variable Products Series Fund, Inc.:    Cost
   <S>                                               <C>                  <C>
                                                               ----
      Money Market Portfolio                  $4,401,735           $4,401,735
      Premier Growth Portfolio                $2,280,310           $2,263,495
      Growth & Income Portfolio               $5,189,194           $5,114,586
      International Portfolio                 $4,850,624           $4,785,117
      Short-Term Multi-Market Portfolio         $940,806             $908,707
      Global Bond Portfolio                     $927,109             $883,969
      U.S. Government/High Grade
        Securities Portfolio                  $3,067,589           $3,021,271
      Global Dollar Government Portfolio        $692,023             $676,232
      North American Government Portfolio     $3,395,515           $2,968,823
      Utility Income Portfolio                $1,125,454           $1,102,311
      Conservative Investors Portfolio          $627,241             $630,614
     Growth Investors Portfolio                 $292,382             $289,572
     Growth Portfolio                         $4,750,184           $4,904,134
     Total Return Portfolio                     $336,641             $335,068
     Worldwide Privitization Portfolio        $1,056,109           $1,062,882
   
     Total Investments                       $33,932,916          $33,348,516

  Dividends Receivable                                                $17,161
  Recievable from AIG Life                                             $3,919

        Total Assets                                              $33,369,596

  Equity:
     Contract Owners Equity                                       $33,369,596

         Total Contract Owners Equity                             $33,369,596


        Total Liabilities and Equity                              $33,369,596
   </TABLE>

                         See Notes to Financial Statements





                                                        MMVA.171  12/12/9568
<PAGE>






                             AIG LIFE INSURANCE COMPANY
                                     (AIG LIFE)
                                 VARIABLE ACCOUNT I
                              STATEMENT OF OPERATIONS
                       For the Year Ended December  31, 1994

  <TABLE>
  <CAPTION>                                                    
                                                             Money     Premier
                                            Total           Market      Growth
                                                         Portfolio   Portfolio
  <S>                                         <C>              <C>         <C>
  Investment Income (Loss):
    Dividends                            $195,713          $59,413      $2,236

    Expenses:
      Mortality & Expense Risk Fees      $142,466          $18,917     $11,914
      Daily Adminstrative Charges         $16,567           $2,173      $1,401

                                         $159,033          $21,090     $13,315

        Net Investment Income (Loss)      $36,680          $38,323   ($11,079)

  Realized and Unrealized Gain (Loss)
    on Investments:

    Realized Gain (Loss) on Investment
       Activity                         ($19,154)                -      $4,147
    Change in Unrealized Appreciation
      (Depreciation)                   ($595,557)                -   ($21,343)

      Net Gain (Loss) on Investments   ($614,711)                -   ($17,196)

  Increase (Decrease) in Net Assets
    Resulting From Operations          ($578,031)          $38,323   ($28,275)

  </TABLE>
  See Notes to Financial Statements















                                                        MMVA.171  12/12/9569
<PAGE>






                             AIG LIFE INSURANCE COMPANY
                                     (AIG LIFE)
                                 VARIABLE ACCOUNT I
                              STATEMENT OF OPERATIONS
                       For the Year Ended December  31, 1994

  <TABLE>
  <CAPTION>
                                       Growth &          Inter-      Short-Term
                                         Income        national    Multi-Market
                                      Portfolio       Portfolio       Portfolio
  <S>                                       <C>             <C>             <C>
  Investment Income (Loss):
    Dividends                           $45,250          $7,283         $11,916

    Expenses:
      Mortality & Expense Risk Fees     $27,377         $19,686          $3,312
      Daily Adminstrative Charges        $3,235          $2,277            $393

                                        $30,612         $21,963          $3,705

        Net Investment Income (Loss)    $14,638       ($14,680)          $8,211

  Realized and Unrealized Gain (Loss)
    on Investments:

    Realized Gain (Loss) on Investment
        Activity                         $2,879          $4,498             $86
    Change in Unrealized Appreciation
      (Depreciation)                  ($79,392)       ($68,691)       ($32,855)

      Net Gain (Loss) on Investments  ($76,513)       ($64,193)       ($32,769)

  Increase (Decrease) in Net Assets
    Resulting From Operations         ($61,875)       ($78,873)       ($24,558)

  </TABLE>
  See Notes to Financial Statements















                                                        MMVA.171  12/12/9570
<PAGE>






                             AIG LIFE INSURANCE COMPANY
                                     (AIG LIFE)
                                 VARIABLE ACCOUNT I

                              STATEMENT OF OPERATIONS
                 For the Year Ended December  31, 1994 (Continued)

  <TABLE>
  <CAPTION>
                                         Global      U.S. Gov't          Global
                                           Bond        High Grd    Dollar Gov't
                                      Portfolio       Portfolio       Portfolio
  <S>                                       <C>             <C>             <C>
  Investment Income (Loss):
    Dividends                           $34,107         $35,508               -

    Expenses:
      Mortality & Expense Risk Fees      $5,851         $14,151          $3,172
      Daily Adminstrative Charges          $695          $1,636            $371

                                         $6,546         $15,787          $3,543

        Net Investment Income (Loss)    $27,561         $19,721        ($3,543)

  Realized and Unrealized Gain (Loss)
    on Investments:

    Realized Gain (Loss) on Investment ($5,329)       ($10,894)             $47
    Change in Unrealized Appreciation
      (Depreciation)                   (45,024)       ($42,340)       ($15,791)

      Net Gain (Loss) on Investments  ($50,353)       ($53,234)       ($15,744)

  Increase (Decrease) in Net Assets
    Resulting From Operations         ($22,792)       ($33,513)       ($19,287)
  </TABLE>
  See Notes to Financial Statements
















                                                        MMVA.171  12/12/9571
<PAGE>






                             AIG LIFE INSURANCE COMPANY
                                     (AIG LIFE)
                                 VARIABLE ACCOUNT I

                              STATEMENT OF OPERATIONS
                 For the Year Ended December  31, 1994 (Continued)

  <TABLE>
  <CAPTION>
                                                        N.Amer.         Utility
                                                          Gov't          Income
                                                      Portfolio       Portfolio
  <S>                                                       <C>             <C>
  Investment Income (Loss):
    Dividends                                                 -               -

    Expenses:
      Mortality & Expense Risk Fees                     $17,458          $4,679
      Daily Adminstrative Charges                        $2,090            $547

                                                        $19,548          $5,226

        Net Investment Income (Loss)                  ($19,548)        ($5,226)
                
  Realized and Unrealized Gain (Loss)
    on Investments:

    Realized Gain (Loss) on Investment
      Activity                                        ($16,961)          $1,704
    Change in Unrealized Appreciation
      (Depreciation)                                 ($426,693)       ($23,142)

      Net Gain (Loss) on Investments                 ($443,654)       ($21,438)

  Increase (Decrease) in Net Assets
    Resulting From Operations                        ($463,202)       ($26,664)

  </TABLE>
  See Notes to Financial Statements














                                                        MMVA.171  12/12/9572
<PAGE>






                             AIG LIFE INSURANCE COMPANY
                                     (AIG LIFE)

                              STATEMENT OF OPERATIONS
                 For the Year Ended December  31, 1994 (Continued)

  <TABLE>
  <CAPTION>

                                                     Conservative        Growth
                                                        Investors     Investors
                                                        Portfolio     Portfolio

  <S>                                                         <C>           <C>
  Investment Income (Loss):
    Dividends                                                   -             -

    Expenses:
      Mortality & Expense Risk Fees                        $1,431          $699
      Daily Adminstrative Charges                            $163           $81
                                                           $1,594          $780

        Net Investment Income (Loss)                     ($1,594)        ($780)

  Realized and Unrealized Gain (Loss)
    on Investments:

    Realized Gain (Loss) on Investment Activity             ($37)        ($375)
    Change in Unrealized Appreciation
      (Depreciation)                                       $3,373      ($2,809)

      Net Gain (Loss) on Investments                       $3,336      ($3,184)


  Increase (Decrease) in Net Assets
    Resulting From Operations                              $1,742      ($3,964)

  </TABLE>



                                              See Notes to Financial Statements











                                                        MMVA.171  12/12/9573
<PAGE>






                             AIG LIFE INSURANCE COMPANY
                                     (AIG LIFE)

                              STATEMENT OF OPERATIONS
                 For the Year Ended December  31, 1994 (Continued)

  <TABLE>
  <CAPTION>
                                                           Total       Worldwide
                                            Growth        Return   Privatization
                                         Portfolio     Portfolio       Portfolio
  <S>                                          <C>           <C>             <C>
  Investment Income (Loss):
    Dividends                                    -             -               -

    Expenses:
      Mortality & Expense Risk Fees        $11,248          $427          $2,144
      Daily Adminstrative Charges           $1,248           $43            $214

                                           $12,496          $470          $2,358

        Net Investment Income (Loss)     ($12,496)        ($470)        ($2,358)

  Realized and Unrealized Gain (Loss)
    on Investments:

    Realized Gain (Loss) on
     Investment Activity                    $1,108         ($28)              $1
    Change in Unrealized Appreciation
      (Depreciation)                      $153,950      ($1,573)          $6,773

      Net Gain (Loss) on Investments      $155,058      ($1,601)          $6,774

  Increase (Decrease) in Net Assets
    Resulting From Operations             $142,562      ($2,071)          $4,416

  </TABLE>


                         See Notes to Financial Statements













                                                        MMVA.171  12/12/9574
<PAGE>







                             AIG LIFE INSURANCE COMPANY
                                     (AIG LIFE)

                         STATEMENT OF CHANGES IN NET ASSETS
            For the Years Ended December 31, 1994 and December 31, 1993

  <TABLE>
  <CAPTION>
                                        1994
                                                               Money
                                                              Market
                                                  Total    Portfolio

  <S>                                               <C>          <C>

  Increase (Decrease) in Net Assets
  Operations:
       Net Investment Income (Loss)             $36,680      $38,323
       Realized Gain (Loss) on Investment
            Activity                          ($19,195)           --
       Change in Unrealized Appreciation
            (Depreciation) of Investments    ($595,557)           --
                                            -----------   ----------
  Increase (Decrease) in Net Assets
       Resulting from Operations             ($578,031)      $38,323
                                            -----------   ----------
  Capital Transactions:
       Contract Deposits                    $34,923,601  $12,769,522
       Transfers Between Funds                       -- ($6,081,820)
       Transfers From (To) AIG Life        ($2,196,064) ($2,262,382)
       Administrative Charges                  ($1,474)        ($23)
       Death Benefits                        ($105,575)   ($105,575)
       Contract Withdrawals                  ($267,697)    ($17,149)
       Deferred Sales Charges                  ($3,900)           --
                                            -----------   ----------
       Increase (Decrease) in Net Assets
            Resulting from Capital
            Transactions                    $32,348,891   $4,302,573
                                            -----------   ----------
  Total Increase (Decrease) in Net
       Assets                               $31,770,860   $4,340,896
  Net Assets, at Beginning of Year           $1,598,736      $85,516
                                            -----------   ----------
  Net Assets, at End of Year                $33,369,596   $4,426,412
                                            ===========   ==========
  </TABLE>

  See Notes to Financial Statements




                                                        MMVA.171  12/12/9575
<PAGE>






                             AIG LIFE INSURANCE COMPANY
                                     (AIG LIFE)

                         STATEMENT OF CHANGES IN NET ASSETS
            For the Years Ended December 31, 1994 and December 31, 1993

  <TABLE>
  <CAPTION>
                                        1993
                                                               Money
                                                              Market
                                                  Total    Portfolio

  <S>                                               <C>          <C>

  Increase (Decrease) in Net Assets
  Operations:
       Net Investment Income (Loss)              $6,824         $330
       Realized Gain (Loss) on Investment
            Activity                               $246           --
       Change in Unrealized Appreciation
            (Depreciation) of Investments       $11,768           --
                                            -----------      -------
  Increase (Decrease) in Net Assets
       Resulting from Operations                $18,838         $330
                                            -----------      -------
  Capital Transactions:
       Contract Deposits                     $1,471,184     $335,777
       Transfers Between Funds                       --   ($250,591)
       Administrative Charges                  ($4,569)           --
       Contract Withdrawals                       ($90)           --
                                            -----------      -------
       Increase (Decrease) in Net Assets
            Resulting from Capital
            Transactions                     $1,466,525      $85,186
                                            -----------      -------
  Total Increase (Decrease) in
       Net Assets                            $1,485,363      $85,516
  Net Assets, at Beginning of Year             $113,373           --
                                            -----------      -------
  Net Assets, at End of Year                 $1,598,736      $85,516
                                            ===========      =======

  </TABLE>

  See Notes to Financial Statements







                                                        MMVA.171  12/12/9576
<PAGE>






                             AIG LIFE INSURANCE COMPANY
                                     (AIG LIFE)

                         STATEMENT OF CHANGES IN NET ASSETS
            For the Years Ended December 31, 1994 and December 31, 1993

  <TABLE>
  <CAPTION>
                                        1994
                                                Premier     Growth &
                                                 Growth       Income
                                              Portfolio    Portfolio

  <S>                                               <C>          <C>

  Increase (Decrease) in Net Assets
  Operations:
       Net Investment Income (Loss)           ($11,079)      $14,638
       Realized Gain (Loss) on Investment
            Activity                             $4,147       $2,879
       Change in Unrealized Appreciation
            (Depreciation) of Investments     ($21,343)    ($79,392)
                                            -----------   ----------
  Increase (Decrease) in Net Assets
       Resulting from Operations              ($28,275)    ($61,875)
                                            -----------   ----------
  Capital Transactions:
       Contract Deposits                     $1,647,838   $3,463,022
       Transfers Between Funds                 $457,808   $1,436,775
       Transfers From (To) AIG Life             $15,998      $21,514
       Administrative Charges                    ($168)       ($291)
       Death Benefits                                --           --
       Contract Withdrawals                   ($15,667)    ($73,276)
       Deferred Sales Charges                    ($380)     ($1,208)
                                            -----------   ----------
       Increase (Decrease) in Net Assets
            Resulting from Capital
            Transactions                     $2,105,429   $4,846,536
                                            -----------   ----------
  Total Increase (Decrease) in Net
       Assets                                $2,077,154   $4,784,661
  Net Assets, at Beginning of Year             $192,615     $333,025
                                            -----------   ----------
  Net Assets, at End of Year                 $2,269,769   $5,117,686
                                            ===========   ==========

  </TABLE>

  See Notes to Financial Statements




                                                        MMVA.171  12/12/9577
<PAGE>






                             AIG LIFE INSURANCE COMPANY
                                     (AIG LIFE)

                         STATEMENT OF CHANGES IN NET ASSETS
            For the Years Ended December 31, 1994 and December 31, 1993

  <TABLE>
  <CAPTION>
                                                   1993
                                                Premier     Growth &
                                                 Growth       Income
                                              Portfolio    Portfolio

  <S>                                               <C>          <C>

  Increase (Decrease) in Net Assets
  Operations:
       Net Investment Income (Loss)              ($515)       ($744)
       Realized Gain (Loss) on Investment
            Activity                                 --         $120
       Change in Unrealized Appreciation
            (Depreciation) of Investments        $4,529       $4,110
                                               --------     --------
  Increase (Decrease) in Net Assets
       Resulting from Operations                 $4,014       $3,486
                                               --------     --------
  Capital Transactions:
       Contract Deposits                       $161,568     $280,031
       Transfers Between Funds                  $27,033      $41,585
       Administrative Charges                        --       ($694)
       Contract Withdrawals                          --         ($6)
                                               --------     --------
       Increase (Decrease) in Net Assets
            Resulting from Capital
            Transactions                       $188,601     $320,916
                                               --------     --------
  Total Increase (Decrease) in Net
       Assets                                  $192,615     $324,402
  Net Assets, at Beginning of Year                   --       $8,623
                                               --------     --------
  Net Assets, at End of Year                   $192,615     $333,025
                                               ========     ========
  </TABLE>

  See Notes to Financial Statements








                                                        MMVA.171  12/12/9578
<PAGE>






                             AIG LIFE INSURANCE COMPANY
                                     (AIG LIFE)

                         STATEMENT OF CHANGES IN NET ASSETS
            For the Years Ended December 31, 1994 and December 31, 1993

  <TABLE>
  <CAPTION>
                                        1994
                                                 Inter-   Short-Term
                                               national Multi-Market
                                              Portfolio    Portfolio

  <S>                                               <C>          <C>

  Increase (Decrease) in Net Assets
  Operations:
       Net Investment Income (Loss)           ($14,680)       $8,211
       Realized Gain (Loss) on Investment
            Activity                             $4,498           86
       Change in Unrealized Appreciation
            (Depreciation) of Investments     ($68,691)    ($32,855)
                                               --------     --------
  Increase (Decrease) in Net Assets
       Resulting from Operations              ($78,873)    ($24,558)
                                               --------     --------
  Capital Transactions:
       Contract Deposits                     $3,606,659     $346,929
       Transfers Between Funds               $1,074,155     $440,344
       Transfers From (To) AIG Life             $24,038           --
       Administrative Charges                    ($286)        ($77)
       Death Benefits                                --           --
       Contract Withdrawals                   ($56,095)     ($3,990)
       Deferred Sales Charges                  ($1,165)           --
                                               --------     --------
       Increase (Decrease) in Net Assets
            Resulting from Capital
            Transactions                     $4,647,306     $783,206
                                               --------     --------
  Total Increase (Decrease) in Net
       Assets                                $4,568,433     $758,648
  Net Assets, at Beginning of Year             $220,959     $149,394
                                               --------     --------
  Net Assets, at End of Year                 $4,789,392     $908,042
                                               ========     ========
  </TABLE>

  See Notes to Financial Statements





                                                        MMVA.171  12/12/9579
<PAGE>






                             AIG LIFE INSURANCE COMPANY
                                     (AIG LIFE)

                         STATEMENT OF CHANGES IN NET ASSETS
            For the Years Ended December 31, 1994 and December 31, 1993

  <TABLE>
  <CAPTION>
                                        1993
                                                 Inter-   Short-Term
                                               national Multi-Market
                                              Portfolio    Portfolio

  <S>                                               <C>          <C>

  Increase (Decrease) in Net Assets
  Operations:
       Net Investment Income (Loss)              ($337)       $1,713
       Realized Gain (Loss) on Investment
            Activity                                 --          $30
       Change in Unrealized Appreciation
            (Depreciation) of Investments        $3,185       $1,630
                                               --------     --------
  Increase (Decrease) in Net Assets
       Resulting from Operations                 $2,848       $3,373
                                               --------     --------
  Capital Transactions:
       Contract Deposits                       $164,265      $90,971
       Transfers Between Funds                  $53,846       $6,147
       Administrative Charges                        --     ($1,586)
       Contract Withdrawals                          --        ($43)
                                               --------     --------
       Increase (Decrease) in Net Assets
            Resulting from Capital
            Transactions                       $218,111      $95,489
                                               --------     --------
  Total Increase (Decrease) in Net
       Assets                                  $220,959      $98,862
  Net Assets, at Beginning of Year                   --      $50,532
                                               --------     --------
  Net Assets, at End of Year                   $220,959     $149,394
                                               ========     ========

  </TABLE>

  See Notes to Financial Statements







                                                        MMVA.171  12/12/9580
<PAGE>






                             AIG LIFE INSURANCE COMPANY
                                     (AIG LIFE)

                         STATEMENT OF CHANGES IN NET ASSETS
            For the Years Ended December 31, 1994 and December 31, 1993

  <TABLE>
  <CAPTION>
                                        1994
                                                Global    U.S. Gov't       Global
                                                  Bond    High Grade Dollar Gov't
                                             Portfolio     Portfolio    Portfolio

  <S>                                              <C>           <C>          <C>

  Increase (Decrease) in Net Assets
  Operations:
       Net Investment Income (Loss)            $27,561       $19,721     ($3,543)
       Realized Gain (Loss) on Investment
            Activity                          ($5,329)     ($10,894)          $47
       Change in Unrealized Appreciation
            (Depreciation) of Investments    ($45,024)     ($42,340)    ($15,791)
                                              --------       -------
  Increase (Decrease) in Net Assets
       Resulting from Operations             ($22,792)     ($33,513)    ($19,287)
                                              --------      --------
  Capital Transactions:
       Contract Deposits                      $553,883    $2,242,232     $556,089
       Transfers Between Funds                $165,632      $421,682     $160,981
       Transfers From (To) AIG Life                 --      ($2,455)    ($16,815)
       Administrative Charges                   ($130)        ($368)           --
       Death Benefits                               --            --           --
       Contract Withdrawals                  ($20,050)     ($18,733)     ($5,486)
       Deferred Sales Charges                   ($772)        ($375)           --
                                              --------      --------
       Increase (Decrease) in Net Assets
            Resulting from Capital
            Transactions                      $698,563    $2,641,983     $694,769
                                              --------      --------
  Total Increase (Decrease) in Net
       Assets                                 $675,771    $2,608,470     $675,482
  Net Assets, at Beginning of Year            $207,211      $410,016           --
                                              --------      --------     --------
  Net Assets, at End of Year                  $882,982    $3,018,486     $675,482
                                              ========      ========     ========
  </TABLE>

  See Notes to Financial Statements





                                                        MMVA.171  12/12/9581
<PAGE>






                             AIG LIFE INSURANCE COMPANY
                                     (AIG LIFE)

                         STATEMENT OF CHANGES IN NET ASSETS
            For the Years Ended December 31, 1994 and December 31, 1993

  <TABLE>
  <CAPTION>
                                        1993
                                                Global    U.S. Gov't       Global
                                                  Bond    High Grade Dollar Gov,t
                                             Portfolio     Portfolio    Portfolio

  <S>                                              <C>           <C>          <C>

  Increase (Decrease) in Net Assets
  Operations:
       Net Investment Income (Loss)             $7,236        ($859)           --
       Realized Gain (Loss) on Investment
            Activity                               $96            --           --
       Change in Unrealized Appreciation
            (Depreciation) of Investments       $2,173      ($3,859)           --
                                              --------      --------
  Increase (Decrease) in Net Assets
       Resulting from Operations                $9,505      ($4,718)           --
                                              --------      --------
  Capital Transactions:
       Contract Deposits                      $118,132      $320,440           --
       Transfers Between Funds                 $27,686       $94,294
       Administrative Charges                 ($2,289)            --           --
       Contract Withdrawals                      ($41)            --           --
                                              --------      --------
       Increase (Decrease) in Net Assets
            Resulting from Capital
            Transactions                      $143,488      $414,734           --
                                              --------      --------
  Total Increase (Decrease) in Net
       Assets                                 $152,993      $410,016           --
  Net Assets, at Beginning of Year             $54,218            --           --
                                              --------      --------     --------
  Net Assets, at End of Year                  $207,211      $410,016           --
                                              ========      ========

  </TABLE>

  See Notes to Financial Statements







                                                        MMVA.171  12/12/9582
<PAGE>






                             AIG LIFE INSURANCE COMPANY
                                     (AIG LIFE)

                         STATEMENT OF CHANGES IN NET ASSETS
            For the Years Ended December 31, 1994 and December 31, 1993

  <TABLE>
  <CAPTION>
                                        1994
                                               N. Amer.      Utility
                                                  Gov't       Income
                                              Portfolio    Portfolio

  <S>                                               <C>          <C>

  Increase (Decrease) in Net Assets
  Operations:
       Net Investment Income (Loss)           ($19,548)     ($5,226)
       Realized Gain (Loss) on Investment
            Activity                          ($16,961)       $1,704
       Change in Unrealized Appreciation
            (Depreciation) of Investments    ($426,693)    ($23,142)
                                               --------     --------
  Increase (Decrease) in Net Assets
       Resulting from Operations             ($463,262)    ($26,664)
                                               --------     --------
  Capital Transactions:
       Contract Deposits                     $3,241,845   $1,022,214
       Transfers Between Funds                 $233,697     $109,771
       Transfers From (To) AIG Life                  --           --
       Administrative Charges                        --           --
       Death Benefits                                --           --
       Contract Withdrawals                   ($47,274)     ($4,223)
       Deferred Sales Charges                        --           --
                                               --------     --------
       Increase (Decrease) in Net Assets
            Resulting from Capital
            Transactions                     $3,428,268   $1,127,762
                                               --------     --------
  Total Increase (Decrease) in Net
       Assets                                $2,965,066   $1,101,098
  Net Assets, at Beginning of Year                   --           --
                                               --------     --------
  Net Assets, at End of Year                 $2,965,066   $1,101,098
                                              =========    =========

  </TABLE>

  See Notes To Financial Statements




                                                        MMVA.171  12/12/9583
<PAGE>






                             AIG LIFE INSURANCE COMPANY
                                     (AIG LIFE)

                         STATEMENT OF CHANGES IN NET ASSETS
            For the Years Ended December 31, 1994 and December 31, 1993

  <TABLE>
  <CAPTION>
                                        1993
                                               N. Amer.      Utility
                                                  Gov't       Income
                                              Portfolio    Portfolio

  <S>                                               <C>          <C>


  Increase (Decrease) in Net Assets
  Operations:
       Net Investment Income (Loss)                  --           --
       Realized Gain (Loss) on Investment
            Activity                                 --           --
       Change in Unrealized Appreciation
            (Depreciation) of Investments            --           --
                                               --------     --------
  Increase (Decrease) in Net Assets
       Resulting from Operations                     --           --
                                               --------     --------
  Capital Transactions:
       Contract Deposits                             --           --
       Transfers Between Funds                       --           --
       Administrative Charges                        --           --
       Contract Withdrawals                          --           --
                                               --------     --------
       Increase (Decrease) in Net Assets
            Resulting from Capital
            Transactions                             --           --
                                               --------     --------
  Total Increase (Decrease) in Net
       Assets                                        --           --
  Net Assets, at Beginning of Year                   --           --
                                               --------     --------
  Net Assets, at End of Year                         --           --
                                               ========     ========

  </TABLE>

  See Notes to Financial Statements




                                                        MMVA.171  12/12/9584
<PAGE>






                             AIG LIFE INSURANCE COMPANY
                                     (AIG LIFE)

                         STATEMENT OF CHANGES IN NET ASSETS
            For the Years Ended December 31, 1994 and December 31, 1993

  <TABLE>
  <CAPTION>
                                        1994
                                           Conservative       Growth
                                              Investors    Investors
                                              Portfolio    Portfolio

  <S>                                               <C>          <C>

                                  
  Increase (Decrease) in Net Assets
  Operations:
       Net Investment Income (Loss)            ($1,594)       ($780)
       Realized Gain (Loss) on Investment
            Activity                              ($37)       ($375)
       Change in Unrealized Appreciation
            (Depreciation) of Investments        $3,373     ($2,809)
                                               --------     --------
  Increase (Decrease) in Net Assets
       Resulting from Operations                $1,742)     ($3,964)
                                               --------     --------
  Capital Transactions:
       Contract Deposits                       $549,380     $222,714
       Transfers Between Funds                  $79,401      $70,532
       Transfers From (To) AIG Life                  --           --
       Administrative Charges                        --           --
       Death Benefits                                --           --
       Contract Withdrawals                      ($542)           --
       Deferred Sales Charges                        --           --
                                               --------     --------
       Increase (Decrease) in Net Assets
            Resulting from Capital
            Transactions                       $628,239     $293,246
                                               --------     --------
  Total Increase (Decrease) in Net
       Assets                                  $629,981     $289,282
  Net Assets, at Beginning of Year                   --           --
                                               --------     --------
  Net Assets, at End of Year                   $629,981     $289,282
                                               ========     ========

  </TABLE>

  See Notes to Financial Statements

                                                        MMVA.171  12/12/9585
<PAGE>






                             AIG LIFE INSURANCE COMPANY
                                     (AIG LIFE)

                         STATEMENT OF CHANGES IN NET ASSETS
            For the Years Ended December 31, 1994 and December 31, 1993

  <TABLE>
  <CAPTION>
                                        1993
                                           Conservative       Growth
                                              Investors    Investors
                                              Portfolio    Portfolio

  <S>                                               <C>          <C>

  Increase (Decrease) in Net Assets
  Operations:
       Net Investment Income (Loss)                  --           --
       Realized Gain (Loss) on Investment
            Activity                                 --           --
       Change in Unrealized Appreciation
            (Depreciation) of Investments            --           --
                                               --------     --------
  Increase (Decrease) in Net Assets
       Resulting from Operations                     --           --
                                               --------     --------
  Capital Transactions:
       Contract Deposits                             --           --
       Transfers Between Funds                       --           --
       Administrative Charges                        --           --
       Contract Withdrawals                          --           --
                                               --------     --------
       Increase (Decrease) in Net Assets
            Resulting from Capital
            Transact                                 --           --
                                               --------     --------
  Total Increase (Decrease) in Net
       Assets                                        --           --
  Net Assets, at Beginning of Year                   --           --
                                               -------- nsurance  Company in  the Statement  of
            Additional Information.

       2.   The inclusion of  our report dated February  13, 1995
            relating to  our audits  of the  financial statements
            of Variable Account I in  the Statement of Additional
            Information.

       3.   The incorporation  by reference  into the  Prospectus
            of our  report dated  February 22,  1995 relating  to
            our audits  of the financial  statements of AIG  Life
            Insurance  Company and our  report dated February 13,
            1995  relating   to  our  audits  of   the  financial
            statements of Variable Account I.

       4.   The reference to our firm  under the heading "General
            Information   -   Independent  Accountants"   in  the
            Statement of Additional Information.



                                     /s/Coopers & Lybrand L.L.P.
                                     Coopers & Lybrand L.L.P.






  2400 Eleven Penn Center
  Philadelphia, Pennsylvania
  December 22, 1995





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<PAGE>

</TABLE>


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