VARIABLE ACCOUNT I OF AIG LIFE INS CO
485BPOS, 1997-05-02
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON  May1, 1997
                                                        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 10                             [ X ]
    

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
      Amendment No.25                                           [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.

            It is  proposed   that  this  filing  will  become  effective (check
            appropriate  box)  immediately upon filing pursuant to paragraph (b)
            of Rule 485
   
          X on May 1, 1997  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 
            75 days  after  filing  pursuant  to   paragraph (a)(ii) 
            on pursuant to paragraph (a)(ii) of rule 485.
    

      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 28, 1997.
    


<PAGE>


                              CROSS REFERENCE SHEET
                             (required by Rule 495)



Item No.                            Location
                                     PART A

Item 1.     Cover Page.....................................       Cover Page

Item 2.     Definitions....................................       Definitions

Item 3.     Synopsis.......................................       Highlights

Item 4.     Condensed Financial Information................       Condensed 
                                                                  Financial
                                                                  Information

Item 5.     General Description of Registrant,
            Depositor, and Portfolio Companies.............       The  Variable 
                                                                  Account;The
                                                                  Company; The 
                                                                  Fund

Item 6.     Deductions and Expenses........................      Charges and 
                                                                 Deductions

Item 7.     General Description of Variable
            Annuity Contracts...........................         The  Contract;
                                                                 Parties to the 
                                                                 Contract;  How 
                                                                 to Purchase a 
                                                                 Contract

Item 8.     Annuity Period.................................     Annuity Benefits

Item 9.     Death Benefit..................................     Death Benefit

Item 10.    Purchases and Contract Value...................     How to Purchase 
                                                                a Contract; 
                                                                Premium and  
                                                                Allocation  of 
                                                                Your  Investment
                                                                Options

Item 11.    Redemptions....................................    Distributions  
                                                               Under the
                                                               Contract

Item 12.    Taxes..........................................    Taxes

Item 13.    Legal Proceedings..............................    Not Applicable

Item 14.    Table of Contents of the Statement of
            Additional Information.........................  Table of Contents 
                                                             of the Statement
                                                             of Additional 
                                                             Information


<PAGE>


Item No.                            Location
                                     PART B


Item 15.    Cover Page....................................     Cover Page

Item 16.    Table of Contents.............................     Table of Contents

Item 17.    General Information and History...............     General 
                                                               Information

Item 18.    Services......................................     Services

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

Item 20.    Underwriters..................................     General
Information/Distributor

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

Item 22.    Annuity Payments..............................     Annuity
                                                               Provisions

Item 23.    Financial Statements..........................     Financial 
                                                               Statements

                                     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.





                                     
<PAGE>


                                    PART A

<PAGE>


                                   PROSPECTUS
                                       for


                           VARIABLE ANNUITY CONTRACTS

                                    issued by

                               VARIABLE ACCOUNT I

                                       and

                           AIG LIFE INSURANCE COMPANY
                                 One Alico Plaza
                                 600 King Street
                           Wilmington, Delaware 19801


      This Prospectus sets forth the information a prospective investor ought to
know before investing.

   
      The Individual  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.
    

   
      Premiums  allocated  among  the  Subaccounts  of  Variable  Account I (the
"Variable  Account")  will be invested in shares of Alliance  Variable  Products
Series Fund,  Inc.  (the  "Fund").  The Fund has made  available  the  following
Portfolios:  Money Market Portfolio;  Short-Term Multi-Market Portfolio;  Growth
Portfolio;   Growth  and  Income  Portfolio;   International   Portfolio;   U.S.
Government/High  Grade Securities  Portfolio;  North American  Government Income
Portfolio; Global Dollar Government Portfolio;  Utility Income Portfolio; Global
Bond Portfolio;  Premier Growth Portfolio; Total Return Portfolio;  Conservative
Investors Portfolio;  Growth Investors Portfolio;  Quasar Portfolio; Real Estate
Investment  Portfolio;   Worldwide  Privatization   Portfolio;   and  Technology
Portfolio. (See "Alliance Variable Products Series Fund, Inc. on Page __.)

      Additional  information  about the Contracts  and the Variable  Account is
contained in the "Statement of Additional  Information"  which is available upon
request  at no  charge  by  calling  or  writing  AIG  Life  Insurance  Company;
Attention:  Variable  Products,  One Alico Plaza,  Wilmington,  Delaware  19801,
1-800-340-2765  or call the service office at  1-800-255-8402.  The Statement of
Additional Information dated _________, 1997, has been filed with the Securities
and Exchange  Commission and is hereby  incorporated by reference.  The Table of
Contents for the Statement of Additional Information can be found on page ___ of
this Prospectus.
    


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.


   
      INVESTMENTS IN THESE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, AND ARE
NOT  GUARANTEED  OR  ENDORSED  BY, THE  ADVISER  OF ANY BANK OR BANK  AFFILIATE.
INVESTMENTS  ARE  NOT  FEDERALLY   INSURED  BY  THE  FEDERAL  DEPOSIT  INSURANCE
CORPORATION,  THE FEDERAL RESERVE BOARD, OR ANY OTHER  GOVERNMENTAL  AGENCY. ANY
INVESTMENT IN THE CONTRACT  INVOLVES  CERTAIN  INVESTMENT RISK WHICH MAY INCLUDE
THE POSSIBLE LOSS OF PRINCIPAL.
    
   

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

 THE CONTRACTS OFFERED BY THIS PROSPECTUS ARE NOT AVAILABLE IN ALL STATES.
                                       Date  of  Prospectus:  May 1, 1997
    



                                       2
<PAGE>



                                 TABLE CONTENTS

                                                                      PAGE

Definitions....................................................
Highlights.....................................................
Summary of Expenses............................................
Condensed Financial Information................................
The Company....................................................
The Variable Account...........................................
Alliance Variable Products Series Fund, Inc....................

The Contract

Charges and Deductions.........................................

Annuity Benefits...............................................

Death Benefit..................................................

Distributions Under the Contract...............................

Taxes..........................................................

Appendix - General Account Option..............................

Table of Contents of the Statement of Additional Information...




                                       3
<PAGE>





                                   DEFINITIONS


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

Administrative  Office - The Annuity  Service Office of the Company: c/o 
Delaware  Valley Financial Services, Inc., 300 Berwyn Park, P.O. Box 3031, 
Berwyn, PA  19312-0031.

Annuitant - The person  designated by the Owner upon whose  continuation of life
any annuity payment involving life contingencies depends.

Annuity Date - The date on which annuity payments are to commence.

Annuity Option - An arrangement under which annuity payments are made under this
Contract.

Annuity Unit - An accounting unit of measure used to calculate  annuity payments
after the Annuity Date.

Contract Anniversary - An anniversary of the Effective Date of the Contract.

Contract  Value - The  dollar  value  as of any  Valuation  Date of all  amounts
accumulated under this Contract.

Contract Year - Each period of twelve (12) months  commencing with the Effective
Date.

Effective Date - The date on which the first Contract Year begins.

Guaranteed  Account - A part of our General  Account,  which earns a  Guaranteed
Rate of interest.


Owner - The person named in the Contract Schedule,  unless changed,  and who has
all rights under the Contract.

Premium - Purchase payments for the Contract are referred to as Premium.

Premium  Year - Any  period of twelve  (12)  months  commencing  with the date a
Premium  payment is made and ending on the same date in each  succeeding  twelve
(12) month period thereafter.

Surrender  Charge  -  Contingent  deferred  sales  charges  are  referred  to as
Surrender Charges.

Valuation  Date - Each day that We and the New York Stock  Exchange are open for
trading.

Valuation  Period - The period  between the close of  business on any  Valuation
Date and the close of business for the next succeeding Valuation Date.

We, Our, Us - AIG Life Insurance Company.

You, Your - The Owner of this Contract.




                                       4
<PAGE>




                                   HIGHLIGHTS

   
This Prospectus  describes the Contracts and a segregated  investment account of
AIG Life Insurance  Company (the  "Company")  which account has been  designated
Variable  Account I (the  "Variable  Account").  The  Contracts  are designed to
assist in financial  planning by providing for the  accumulation of capital on a
tax-deferred  basis for retirement and other long-term  purposes,  and providing
for the  payment  of monthly  annuity  income.  Contracts  may be  purchased  in
connection  with a retirement  plan which may qualify as a 403 (b) Plan or as an
Individual  Retirement  Annuity ("IRA").  The Contract may also be purchased for
retirement plans,  deferred  compensation  plans and other purposes which do not
qualify  for  such  special   Federal   income  tax  treatment   ("Non-Qualified
Contracts"). (See "Taxes" on page ___.)
    

   
A Contract is purchased  with a minimum  initial  premium of $2,000.  Additional
premium is permitted at any time, subject to certain limitations.  (See "Premium
and  Allocation to Your  Investment  Options" on page ___.) You, as the Owner of
the  Contract,  may allocate your premium so that it  accumulates  on a variable
basis, a fixed basis or a combination of both.

Premium allocated among the Subaccounts of the Variable Account will be invested
in shares of one or more of the underlying  portfolios of the Alliance  Variable
Products  Series Fund,  Inc.  (the  "Fund"),  and will  accumulate on a variable
basis. Each Subaccount invests  exclusively in one of the following  Portfolios:
Money Market; Short-Term Multi-Market; Growth; Growth and Income; International;
U.S. Government/High Grade Securities;  North American Government Income; Global
Dollar Government;  Utility Income;  Global Bond; Premier Growth;  Total Return;
Conservative Investors; Growth Investors; Worldwide Privatization;  Quasar; Real
Estate Investment; and Technology. (See "Alliance Variable Products Series Fund,
Inc.  on Page  ___.)  Your  value  in any one of  these  Subaccounts  will  vary
according to the investment  performance of the underlying  portfolio  chosen by
you.  You bear the  entire  investment  risk for all  premium  allocated  to the
Separate Account.

The Company does not deduct Sales  Charges from any premium  received.  However,
the Contracts provide for a Surrender Charge (contingent  deferred sales charge)
that may be assessed in the event that an Owner  surrenders  all or a portion of
the Contract Value within seven contract years following payment of any premium.
The maximum Surrender Charge is 6% of premium to which the charge is applicable.
(See "Summary of Expenses" on page ____, and "Charges and Deductions - Deduction
for Surrender Charge" on page .)
    

A penalty free withdrawal is available.  Generally, there is no Surrender Charge
imposed on the greater of the Contract  Value less  premiums paid or the portion
of the withdrawal that does not exceed 10% of premium  otherwise  subject to the
Surrender Charge. (See "Withdrawals" on page ___.)

Surrenders  and  Withdrawals  may be taxable and subject to a penalty tax.  (See
"Taxes" beginning on page ___.)

The Company  deducts daily 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. There are no Mortality and Expense Risk Charges deducted for amounts in
the Guaranteed  Account.  (See "Charges and Deductions - Deduction for Mortality
and Expense Risk Charge" on page
        .)

                                       5
<PAGE>

The Company deducts daily an  Administrative  Charge which is equal on an annual
basis to 0.15% of the average daily net asset value of the Variable Account. The
Administrative  Charge is not assessed to the Guaranteed  Account.  In addition,
the Company deducts from the Contract Value, an annual Contract  Maintenance Fee
which is $30 per year.  The Contract  Maintenance  Fee is waived if the Contract
Value is greater  than  $50,000 on the date of the  charge.  These  Charges  are
designed  to  reimburse  the  Company for  administrative  expenses  relating to
maintenance  of the  Contract  and  the  Variable  Account.  (See  "Charges  and
Deductions - Deduction for Administrative  Charge and Contract  Maintenance Fee"
on page .)

There are  deductions  and expenses paid out of the assets of the Fund which are
described in the accompanying Prospectus for the Fund.

The Owner may return the  Contract  within ten (10) days (the  "Right to Examine
Contract  Period")  after  it is  received  by  returning  it to  the  Company's
Administrative Office. 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.  In the case of Contracts  issued in
connection  with an IRA the Company  will refund the greater of the Premium less
any withdrawals,  or the Contract Value. However, if the laws of a state require
that the Company refund,  during the Right to Examine Contract Period, an amount
equal to the premium paid less any withdrawals,  the Company will refund such an
amount.


                                       6
<PAGE>
   

                                    FEE TABLE






OWNER TRANSACTION EXPENSES 
<TABLE>   
<CAPTION>                                                       
                                                                ALL SUBACCOUNTS
<S>                                                               <C>    
          
    Sales Load Imposed on Purchases............................... None
    Surrender Charge (as a percentage of amount surrendered):


 Premium Year 1                                                     6%  
 Premium Year 2                                                     6%  
 Premium Year 3                                                     5%  
 Premium Year 4                                                     5%  
 Premium Year 5                                                     4%  
 Premium Year 6                                                     3%  
 Premium Year 7                                                     2%  
 Premium Year 8 and thereafter                                    None  
                                                                        
    Exchange Fee:                                                 
      First 12 Per Contract Year.....................................None
      Thereafter....................................................$ 10

Annual Contract Fee.................................................$ 30


Separate Account Expenses
(as a percentage of average account value)
    Mortality and Expense Risk Fees................................1.25%
    Account Fees and Expenses......................................0.15%
Total Separate Account Annual Expenses.............................1.40%

</TABLE>
    


                                       7
<PAGE>



                                    SUMMARY OF EXPENSES

Annual Fund Expenses Net of Any Expense Reimbursements*

   
<TABLE>
<CAPTION>

                                                                  Total
                                          Management   Other      Portfolio
                                          Fee          Expenses   Expenses
                                        ----------------------------------

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

Alliance Portfolios                       
Alliance Money Market                     0.50%   0.19%     0.69%       
Alliance Short-Term Multi-Market          0.00%   0.95%     0.95%
Alliance Growth                           0.74%   0.19%     0.95%
Alliance Growth and Income                0.63%   0.19%     0.82
Alliance International                    0.04%   0.91%     0.95%
Alliance U.S. Government
/High Grade Securities                    0.54%   0.36%     0.92%
Alliance North American Government Income 0.19%   0.95%     0.95%
Alliance Global Dollar Government         0.00%   0.95%     0.95%
Alliance Utility Income                   0.19%   0.76%     0.95%
Alliance Global Bond                      0.44%   0.50%     0.94%
Alliance Premier Growth                   0.72%   0.23%     0.95%
Alliance Total Return                     0.46%   0.49%     0.95%
Alliance Conservative Investors           0.30%   0.65%     0.95%
Alliance Growth Investors                 0.74%   0.19%     0.93%
Alliance Worldwide Privatization          0.10%   0.85%     0.95%
Alliance Technology*                      0.33%   0.52%     0.95%
Alliance Quasar                           0.00%   0.95%     0.95%
Alliance Real Estate Investment**         0.00%   0.95%     0.95%
</TABLE>

* The expense  percentages  for the  Technology  and Quasar  Portfolio have been
annualized for both portfolios have not been in existence for a full year.      
** Expense  percentages for the Real Estate Investment  Portfolio  has been     
estimated.  
                                                                    
     The  purpose of the table set forth  above is to assist the  Purchaser  in
understanding the various costs and expenses that an Owner will bear directly or
indirectly.  The table reflects  expenses of the Variable Account as well as the
Fund.  (See "Charges and  Deductions" on page of this Prospectus and "Management
of the Fund" in the Fund Prospectus.)

      No  deduction  will be made for any Premium or other  taxes  levied by any
State  unless  imposed by the State where you reside.  Premium  taxes  currently
imposed on the  Contracts  by various  states  range from 0% to 3.5% of Premiums
paid. (See "Charges and Deductions Deduction for StatePremium Taxes" on page .)
                                                                         
      "Other  Expenses" are based upon the expenses  outlined  under the section
entitled "Management of the Fund" in the Fund Prospectus.                       
                                                                                
      Fund  operating  expenses  for each Series  before  reimbursement  by the
Fund's investment adviser were estimated to be .69% for the Money Market; 2.09 %
for the Short-Term  Multi-Market;  .93% for the Growth; 1.91% for International;
 .98% for the U.S.  Government/High Grade Securities;  1.15% for the Global Bond;
1.41% for the North  American  Government  Income;  1.97% for the Global  Dollar
Government;  1.51% for the Utility Income;  1.23% for the Premier Growth;  1.12%
for the Total Return;1.40 % for the Conservative Investors; 1.85% for the Growth
Investors; 1.85% for the Worldwide Privatization;  4.44% for the Quasar ; 6.00% 
for the Real Estate Investment ; and 1.62 % for the Technology Portfolio, of    
the  average  daily net  assets.                                                
                                                                                
          

                                       8
<PAGE>
   


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


                                                                If you surrender

Portfolio                           1 Year    3 Years    5 Years  10 Years
- ---------                           ------    -------    -------  --------
<S>                             <C>            <C>       <C>        <C>   

Money Market                          76       112         151       248
Short Term Multi-Market               78       120         165       275
Growth                                78       120         164       273
Growth and Income                     77       116         158       262
International                         78       120         165       275
A U.S. Gov't/High Grade Securities    78       119         163       272
North American Gov't Income           78       120         165       275
Global Dollar Government              78       120         165       275
Utility Income                        78       120         165       275
Global Bond                           78       120         164       274
Premier Growth                        78       120         165       275
Total Return                          78       120         165       275
Conservative Investors                78       120         165       275
Growth Investors                      78       120         165       275
Worldwide Privatization               78       120         165       275
Technology                            78       120         165       275
Quasar                                78       120         165       275
Real Estate Investment                78       120         165       275

</TABLE>

    




<PAGE>
   
<TABLE>
<CAPTION>


                                       9
<PAGE>

                                                           If you annuitize or
                                                if you do not surrender
Portfolio                              1 Year      3 Years   5 Years  10 Years
- ---------                              ------      -------   -------  --------
<S>                                   <C>        <C>        <C>        <C>    

 
Money Market                           22        67         115         274
Short Term Multi-Market                24        75         129         275
Growth                                 24        75         128         273
Growth and Income                      23        71         122         262
International                          24        75         129         275
U.S. Gov't/High Grade Securities       24        74         127         272
North American Gov't Income            24        75         129         275
Global Dollar Government               24        75         129         275
Utility Income                         24        75         129         275
Global Bond                            24        75         128         274
Premier Growth                         24        75         129         275
Total Return                           24        75         129         275
Conservative Investors                 24        75         129         275
Growth Investors                       24        75         129         275
Worldwide Privatization                24        75         129         275
Technology                             24        75         129         275
Quasar                                 24        75         129         275
Real Estate Investment                 24        75         129         275
</TABLE>


    

  

      

 THE EXAMPLE  SHOULD NOT BE CONSIDERED A  REPRESENTATION  OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.



                                       10
<PAGE>
   


                         CONDENSED FINANCIAL INFORMATION
<TABLE>
                            ACCUMULATION UNIT VALUES*
<CAPTION>



                                          1996             1995          1994       1993      1992

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

ALLIANCE MONEY MARKET
    Accumulation Unit Value
      Beginning of Period                  10.63           10.26         10.08      10.00       N/A
      End of Period                        10.97           10.63         10.26      10.08       N/A
    Accum Units o/s @ end of period 4,320,223.01    1,856,020.37    431,319.86   8,487.20       N/A

ALLIANCE SHORT-TERM MULTI-MARKET
    Accumulation Unit Value
      Beginning of Period                 9.99             9.49          10.29     9.79         N/A
      End of Period                      10.79             9.99           9.49    10.29         N/A
    Accum Units o/s @ end of period 461,069.70       115,207.71      95,717.60 14,511.57        N/A

ALLIANCE GROWTH
    Accumulation Unit Value
      Beginning of Period                  13.97             10.48        10.00      N/A          N/A
      End of Period                        17.70             13.97        10.48      N/A          N/A
    Accum Units o/s @ end of period 5,856,812.02      2,215,092.12   467,688.06      N/A          N/A

ALLIANCE GROWTH & INCOME
    Accumulation Unit Value
      Beginning of Period                 15.62              11.67        11.88    10.78       10.00
      End of Period                       19.11              15.62        11.67    11.88       10.78
    Accum Units o/s @ end of period4,509,118.40       1,554,549.81   438,680.3228,041.82      800.00

ALLIANCE INTERNATIONAL
    Accumulation Unit Value
      Beginning of Period                  11.60              10.71        10.17    10.00       N/A
      End of Period                        12.26              11.60        10.71    10.17       N/A
    Accum Units o/s @ end of period 2,718,751.84         981,260.91   447,407.4121,717.14       N/A

ALLIANCE U.S. GOVERNMENT HIGH GRADE
    Accumulation Unit Value
      Beginning of Period                 11.07               9.42         9.95    10.00        N/A
      End of Period                       11.20              11.07         9.42     9.95        N/A
    Accum Units o/s @ end of period1,838,415.41         914,988.76   320,574.6441,210.45        N/A


</TABLE>

    





                                       11
<PAGE>
   

<TABLE>
<CAPTION>



                                              1996         1995         1994         1993  1992

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

ALLIANCE NORTH AMERICAN GOVERNMENT INCOME
    Accumulation Unit Value
      Beginning of Period                     10.53         8.70        10.00       N/A     N/A
      End of Period                           12.33        10.53         8.70       N/A     N/A
    Accum Units o/s @ end of period    1,047,240.17   531,374.67   340,817.36       N/A     N/A

ALLIANCE GLOBAL DOLLAR GOVERNMENT
    Accumulation Unit Value
      Beginning of Period                    11.82          9.74       10.00        N/A     N/A
      End of Period                          14.56         11.82        9.74        N/A     N/A
    Accum Units o/s @ end of period     469,801.08    238,452.60   69,320.82        N/A     N/A

ALLIANCE UTILITY INCOME
    Accumulation Unit Value
      Beginning of Period                    11.82         9.87        10.00        N/A      N/A
      End of Period                          12.57        11.82         9.87        N/A      N/A
    Accum Units o/s @ end of period     812,579.02   358,005.39   111,604.02        N/A      N/A

ALLIANCE GLOBAL BOND
    Accumulation Unit Value
      Beginning of Period                   12.64        10.28        11.00       9.96       10.00     
End of Period                               13.24        12.64        10.28       11.00       9.96
    Accum Units o/s @ end of period    579,082.99   213,886.71    85,875.16   18,846.45   5,444.00

ALLIANCE PREMIER GROWTH
    Accumulation Unit Value
      Beginning of Period                  14.54          10.15         11.13     10.00       10.00
      End of Period                        17.59          14.54         10.15     11.13       10.00
    Accum Units o/s @ end of period 3,971,452.13   1,252,211.18    223,550.22 35,271.53     2081.43

ALLIANCE TOTAL RETURN
    Accumulation Unit Value
      Beginning of Period                 11.78           9.65        10.00     N/A          N/A
      End of Period                       13.37           11.78        9.65     N/A          N/A
    Accum Units o/s @ end of period 1,155,818.92     328,256.04   34,684.53     N/A          N/A

ALLIANCE CONSERVATIVE INVESTORS
    Accumulation Unit Value
      Beginning of Period                  11.57           10.02        10.00     N/A         N/A
      End of Period                        11.84           11.57        10.02     N/A         N/A
    Accum Units o/s @ end of period 1,109,173.48      405,192.27    62,868.02     N/A         N/A
</TABLE>
    





                                       12
<PAGE>




   
<TABLE>
<CAPTION>
 

                                         1996           1995              1994        1993  1992
<S>                                   <C>        <C>              <C>           <C>          <C>  

ALLIANCE GROWTH INVESTORS
    Accumulation Unit Value
      Beginning of Period                11.65           9.81             10.00        N/A   N/A
      End of Period                      12.43          11.65              9.81        N/A   N/A
    Accum Units o/s @ end of period 609,405.23     292,173.06         29,492.78        N/A   N/A

ALLIANCE WORLDWIDE PRIVATIZATION
    Accumulation Unit Value
      Beginning of Period                 10.99          10.05             10.00         N/A   N/A
      End of Period                       12.84          10.99             10.05         N/A   N/A
    Accum Units o/s @ end of period1,135,168.22     394,704.27        105,674.08         N/A   N/A

ALLIANCE TECHNOLOGY
    Accumulation Unit Value
      Beginning of Period                 10.00          N/A          N/A               N/A   N/A
      End of Period                       10.89          N/A          N/A               N/A   N/A
    Accum Units o/s @ end of period 2,127,691.68         N/A          N/A               N/A   N/A

ALLIANCE QUASAR
    Accumulation Unit Value
      Beginning of Period                10.00          N/A          N/A               N/A   N/A

      End of Period                      10.58          N/A          N/A               N/A   N/A
    Accum Units o/s @ end of period 649,902.74          N/A          N/A               N/A   N/A


ALLIANCE  REAL ESTATE INVESTMENT
    Accumulation Unit Value
      Beginning of Period                 N/A           N/A          N/A              N/A   N/A
      End of Period                       N/A           N/A          N/A              N/A   N/A
    Accum Units o/s @ end of period       N/A           N/A         N/A              N/A   N/A

</TABLE>


    

                                       13
<PAGE>


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

   
           Premier Growth Portfolio                December 7, 1992 
           Growth & Income Portfolio               April 16,  1992  
           Short-Term  Multi-Market  Portfolio     June 25,  1992
           Global Bond  Portfolio                  May 10, 1993 
           Money Market  Portfolio                 May 13,1993 
           International Portfolio                 June 1, 1993 
           U.S. Government/High Yield
           Securities  Portfolio                   June 14, 1993 
           North American Government 
           Income Portfolio                        April 8, 1994 
           Global Dollar 
           Government  Portfolio                   May 26 , 1994
           Utility Income  Portfolio               June 15, 1994  
           Conservative Investors Portfolio        September 8,1994
           Growth Investors Portfolio              August 16, 1994
           Growth Portfolio                        August 12, 1994
           Total Return Portfolio                  September 12,1994
           Worldwide Privatization Portfolio       October 17,1994
           Technology Portfolio                    January22,1996
           Quasar Portfolio                        August 15,1996
           Real Estate Investment Portfolio        January 7,1997
    


                                       14
<PAGE>

      Calculation of Performance Data

            The Company may, from time to time,  advertise  certain  performance
      related information  concerning one or more of the Subaccounts,  including
      information as to total return and yield.  Performance information about a
      Subaccount is based on the  Subaccount'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
      Subaccount,  it will usually be  calculated  for one,  five,  and ten year
      periods or,  where a Subaccount  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
      Subaccount  at the  beginning of the  relevant  period to the value of the
      investment  at the  end of  the  period  (assuming  the  deduction  of any
      Surrender  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 Surrender Charge.

            When the Company  advertises  the yield of a  Subaccount  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
      Subaccount  it may  advertise in addition to the total  return  either the
      yield or the  effective  yield.  The yield of the Money Market  Subaccount
      refers to the income  generated by an investment in that Subaccount 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
      Subaccount  is  assumed  to be  reinvested.  The  effective  yield will be
      slightly higher than the yield because of the  compounding  effect of this
      assumed reinvestment 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 Subaccount 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 Lehman Brothers,  Inc.
      and Salomon Brothers or other indices measuring performance of a pertinent
      group of securities so that investors may compare a  Subaccount'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.


                                       15
<PAGE>

      Financial Data

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

                                   THE COMPANY

            The Company is a stock life insurance company domiciled in Delaware.
      The Company provides a full range of life insurance and annuity plans. The
      Company is a subsidiary of American  International  Group,  Inc.  ("AIG"),
      which serves as the holding  company for a number of companies  engaged in
      the  international   insurance   business,   both  life  and  general,  in
      approximately 130 countries and jurisdictions around the world.


                              THE VARIABLE ACCOUNT

            The Company  authorized the  organization of the Variable Account in
      1986. The Variable  Account is maintained  pursuant to Delaware  insurance
      law. 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 Variable Account
      meets the  definition of a "Separate  Account"  under  Federal  securities
      laws.  The  SEC  does  not  supervise  the  management  or the  investment
      practices of the Variable Account.

            The Company owns the assets in the Variable  Account and obligations
      under the Contract are general corporate obligations. The Variable Account
      and each Subaccount, however, are separate from the Company's other assets
      including  those  of the  General  Account  and from  any  other  separate
      accounts.  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.  Investment  income,  as well as both realized and unrealized
      gains and losses are, in  accordance  with the  Contracts,  credited to or
      charged against the Variable  Account  without regard to income,  gains or
      losses arising out of any other business of the Company.  As a result, the
      investment  performance  of each  Subaccount  and the Variable  Account is
      entirely independent of the investment  performance of the General Account
      and of any other separate account maintained by the Company.

            The Variable Account is divided into Subaccounts, with the assets of
      each  Subaccount  invested  in shares of one  portfolio  of the Fund.  The
      Company may,  from time to time,  add  additional  portfolios of the Fund,
      and,  when  appropriate,  additional  mutual  funds to act as the  funding
      vehicles  for the  Contracts.  If  deemed to be in the best  interests  of
      persons having voting rights under the Contract,  the Variable Account may
      be operated as a management  company under the  Investment  Company Act of
      1940, may be deregistered under such Act in the event such registration is
      no longer  required,  or may be combined  with one or more other  separate
      accounts.  The Company may offer other variable  annuity  contracts  which
      also  invest  in  Variable   Account  I,  and  are   described   in  other
      prospectuses.

                                    THE FUND

   
            Alliance  Variable Products Series Fund, Inc., (the "Fund") will act
      as the  funding  vehicle for the  Contracts  offered  hereby.  The Fund is
      managed by Alliance Capital  Management L.P., (the "Investment  Manager").
      The Fund is an open-end,  diversified management investment company, which
      is intended to meet  differing  investment  objectives.  The Fund has made
      available the following Portfolios: Money Market; Short-Term Multi-Market;
      Growth;  Growth and  Income;  International;  U.S.  Government/High  Grade
      Securities;  Global Bond; North American Government Income;  Global Dollar
      Government; Utility Income; Premier Growth, Conservative Investors; Growth
      Investors;  Total Return;  Worldwide  Privatization;  Quasar;  Real Estate
      Investment;  and  Technology.  The  Investment  Manager has entered into a
      sub-advisory   agreement   with   AIG   Global   Investors,    Inc.   (the
      "Sub-Adviser"),  a subsidiary of American International Group, Inc. and an
      affiliate of the Company, to provide investment advice for the Global Bond
      Portfolio.  A summary  of  investment  objectives  for each  portfolio  is
      contained in the description of the Fund below. More detailed  information
      including the investment  advisory fee of each portfolio and other charges
      assessed by the Fund, may be found in the current  Prospectus for the Fund
      which  contains a  discussion  of the risks  involved in  investing in the
      Fund. The Prospectus for the Fund is included with this Prospectus. Please
      read both Prospectuses carefully before investing.
    

                                       16
<PAGE>

            The investment objectives of the portfolios are as follows:


      Money Market Portfolio

            This portfolio  seeks safety of principal,  maintenance of liquidity
      and maximum current income by investing in a broadly diversified portfolio
      of money market securities.


      Short-Term Multi-Market Portfolio

            This portfolio seeks the highest level of current income, consistent
      with what the Investment  Manager considers to be prudent  investment risk
      that is available from a portfolio of high-quality  debt securities having
      remaining maturities of not more than three years.


      Growth Portfolio

            This portfolio  seeks growth of capital rather than current  income.
      In pursuing its  investment  objective,  the Growth  Portfolio will employ
      aggressive investment policies.  Since investments will be made based upon
      their  potential  for  capital   appreciation,   current  income  will  be
      incidental  to the  objective  of  capital  growth.  Because  of the risks
      involved in any  investment,  the  selection of securities on the basis of
      their  appreciation  possibilities  cannot ensure against possible loss in
      value.  Moreover,  to the  extent  the  portfolio  seeks  to  achieve  its
      objective through such aggressive  investment  policies,  the risk of loss
      increases.  The portfolio is therefore  not intended for  investors  whose
      principal objective is assured income or preservation of capital.


      Growth and Income Portfolio

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


      International Portfolio

            This  portfolio  seeks to obtain a total  return on its assets  from
      long-term  growth of capital and from income  principally  through a broad
      portfolio  of  marketable  securities  of  established  non-United  States
      companies (or United States  companies  having their principal  activities
      and  interests  outside the United  States),  companies  participating  in
      foreign  economies  with  prospects  for growth,  and  foreign  government
      securities.


      North American Government Income Portfolio

            This portfolio seeks the highest level of current income, consistent
      with what the adviser  considers to be prudent  investment  risk,  that is
      available from a portfolio of debt securities  issued or guaranteed by the
      governments  of the United  States,  Canada and  Mexico,  their  political
      subdivisions (including Canadian Provinces but excluding the States of the
      United States), agencies,  instrumentalities or authorities. The portfolio
      seeks  high  current   yields  by  investing  in   government   securities
      denominated in local currency and U.S.  Dollars.  Normally,  the portfolio
      expects to maintain at least 25% of its assets in  securities  denominated
      in the U.S.
      Dollar.


      Global Dollar Government Portfolio

            This  portfolio  seeks  a  high  level  of  current  income  through
      investing  substantially  all of its  assets in U.S.  and  non-U.S.  fixed
      income  securities  denominated  only  in  U.S.  Dollars.  As a  secondary
      objective, the portfolio seeks capital appreciation.  Substantially all of
      the  portfolio's  assets  will  be  invested  in  high  yield,  high  risk
      securities  that are  low-rated  (i.e.,  below  investment  grade),  or of
      comparable   quality  and  unrated,   and  that  are   considered   to  be
      predominately speculative as regards the issuer's capacity to pay interest
      and repay principal.



                                       17
<PAGE>

      Utility Income Portfolio

            This  portfolio  seeks current  income and capital  appreciation  by
      investing primarily in the equity and fixed-income securities of companies
      in the "utilities  industry."  The  portfolio's  investment  objective and
      policies  are  designed  to  take  advantage  of the  characteristics  and
      historical performance of securities of utilities companies. The utilities
      industry  consists of companies  engaged in the  manufacture,  production,
      generation,  provision,   transmission,  sale  and  distribution  of  gas,
      electric energy,  and  communications  equipment and services,  and in the
      provision of other utility or utility-related goods and services.


      U.S. Government/High Grade Securities Portfolio

            This portfolio seeks a high level of current income  consistent with
      preservation  of capital by investing  principally  in a portfolio of U.S.
      Government Securities, and other high grade debt securities.

      Global Bond Portfolio

            This portfolio  seeks to provide the highest level of current income
      consistent  with what the Fund's  Adviser and  Sub-Adviser  consider to be
      prudent investment risk that is available from a multi-currency  portfolio
      of high quality debt securities of varying maturities.

      Premier Growth Portfolio

            This portfolio  seeks growth of capital rather than current  income.
      In pursuing its investment  objective,  the Premier Growth  Portfolio will
      employ  aggressive  investment  policies.  Since  investments will be made
      based on their potential for capital appreciation,  current income will be
      incidental  to the  objective  of capital  growth.  The  portfolio  is not
      intended for  investors  whose  principal  objective is assured  income or
      preservation of capital.

      Total Return Portfolio

            This portfolio  seeks to achieve a high return through a combination
      of current income and capital  appreciation  by investing in a diversified
      portfolio  of  common  and  preferred   stocks,   senior   corporate  debt
      securities,  and U.S. Government and Agency obligations,  bonds and senior
      debt securities.

      Conservative Investors Portfolio

            This portfolio seeks the highest total return  without,  in the view
      of  the  Fund's  Adviser,  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 return  consistent with what
      the Fund's  Adviser  considers  to be  reasonable  risk by  investing in a
      diversified mix of publicly traded equity and fixed-income securities.

      Worldwide Privatization Portfolio

            This portfolio  seeks  long-term  capital  appreciation by investing
      principally  in  equity   securities   issued  by  enterprises   that  are
      undergoing,  or  have  undergone,   privatization.   The  balance  of  the
      investment  portfolio will include equity securities of companies that are
      believed by the Fund's Adviser to be  beneficiaries  of the  privatization
      process.

      Technology Portfolio

            This  portfolio  seeks  growth  of  capital  through  investment  in
      companies expected to benefit from advances in technology.  The Technology
      portfolio invests principally in a diversified  portfolio of securities of
      companies  which use technology  extensively in the  development of new or
      improved products or processes.

   
      Quasar Portfolio

            This  portfolio  seeks  growth of  capital  by  pursuing  aggressive
investment policies. The Portfolio invests principally  in a  diversified  
portfolio  of equity  securities  of any company and industry and in any
type of security which is believed to offer possibilities for capital 
appreciation.


      Real Estate Investment Portfolio

      This portfolio seeks a total return on its assets from long-term growth of
capital and from income  principally  through investing in a portfolio of equity
securities of issuers that are primarily engaged in or related to the
      real estate industry.
    

            THERE IS NO  ASSURANCE  THAT ANY OF THESE  PORTFOLIOS  WILL  ACHIEVE
      THEIR STATED OBJECTIVES.


                                       18
<PAGE>

      Voting Rights

            As previously  stated,  all of the assets held in the Subaccounts of
      the  Variable  Account  will be  invested  in  shares  of a  corresponding
      portfolio of the Fund.  Based on the Company's view of present  applicable
      law, we will vote the  portfolio  shares held in the  Variable  Account at
      meetings of  shareholders in accordance  with  instructions  received from
      Owners having a voting interest in the portfolio. However, if the 1940 Act
      or its regulations are amended,  or if our  interpretation  of present law
      changes to permit us to vote the portfolio shares in our own right, we may
      elect to do so.

            Prior to the Annuity Date, the Owner holds a voting interest in each
      portfolio  in which there is value in the  corresponding  Subaccount.  The
      number  of  portfolio  shares  which  are  attributable  to the  Owner  is
      determined by dividing the corresponding value in a particular  Subaccount
      by the net asset value of one portfolio  share.  The number of votes which
      an Owner  will have a right to cast will be  determined  as of the  record
      date established by each portfolio.

            We will solicit voting instructions by mail prior to the shareholder
      meetings.  An Owner having a voting  interest in a Subaccount will be sent
      proxy  material,  reports  and other  materials  as  provided by the Fund,
      relating to the  appropriate  portfolios.  The Company will vote shares in
      accordance  with  instructions  received  from the  Owner  having a voting
      interest.  At the  meeting,  the Company will vote shares for which it has
      received no instructions  and any shares not attributable to Owners in the
      same proportion as it votes shares for which it has received  instructions
      from Owners.

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

            Shares of the Fund may be sold  only to  separate  accounts  of life
      insurance  companies.  The  shares  of the Fund  will be sold to  separate
      accounts of the Company and its  affiliate,  American  International  Life
      Assurance  Company of New York,  as well as to separate  accounts of other
      affiliated  or  unaffiliated  life  insurance  companies to fund  variable
      annuity contracts and variable life insurance policies.  It is conceivable
      that, in the future, it may be disadvantageous for variable life insurance
      separate  accounts and variable annuity separate accounts to invest in the
      Fund  simultaneously.  Although neither the Company nor the Fund currently
      foresees  any  such  disadvantages,  either  to  variable  life  insurance
      policyowners or to variable annuity Owners,  the Fund's Board of Directors
      will  monitor  events in order to  identify  any  material  irreconcilable
      conflicts  which may possibly arise and to determine what action,  if any,
      should be taken in response thereto. If a material irreconcilable conflict
      were to occur,  the Fund will take whatever steps it deems  necessary,  at
      its expense, to remedy or eliminate the irreconcilable  material conflict.
      If such a conflict were to occur,  one or more insurance  company separate
      accounts might withdraw its  investments in the Fund. This might force the
      Fund to sell securities at disadvantageous prices.

                                       19
<PAGE>

      Substitution Of Shares

            If the shares of the Fund (or any portfolio  within the Fund) should
      no longer be available for  investment  by the Variable  Account or if, in
      the  judgment of the Company,  further  investment  in such shares  should
      become inappropriate in view of the purpose of the Contracts,  the Company
      may  substitute  shares of another  mutual fund (or  portfolio  within the
      fund) for Fund shares  already  purchased or to be purchased in the future
      under the Contracts.  No substitution of securities may take place without
      any required prior approval of the Securities and Exchange  Commission and
      under such requirements as it may impose.


                                  THE CONTRACT

            The Contract  described in this  Prospectus  is a deferred  variable
      annuity.

      Parties to the Contract

            Owner

                  As the purchaser of the Contract,  You may exercise all rights
            and privileges provided in the Contract,  subject to any rights that
            You, as Owner, may convey to an irrevocable  beneficiary.  As Owner,
            You will also be the  Annuitant,  unless  You name in  writing  some
            other person as Annuitant.

            Annuitant

                  The Annuitant is the person who receives  annuity payments and
            upon the continuance of whose life these payments are based. You may
            designate someone other than yourself as Annuitant. If the Annuitant
            is a person other than the Owner,  and the Annuitant dies before the
            Annuity  Date,  You will become the  Annuitant  unless you designate
            someone else as the new Annuitant.

            Beneficiary

                  The  Beneficiary You designate will receive the death proceeds
            if You die prior to the Annuity Date. If no Beneficiary is living at
            that time,  the death  proceeds are payable to Your  estate.  If the
            Annuitant dies after the Annuity Date, the Beneficiary  will receive
            any remaining  guaranteed  payments under an Annuity  Option.  If no
            Beneficiary  is  living  at  that  time,  the  remaining  guaranteed
            payments are payable to Your estate.

            Change of Annuitant and Beneficiary

   
                  Prior to the Annuity  Date,  You may change the  Annuitant and
            Beneficiary  by  making  a  written  request  to Our  Administrative
            Office.  After the Annuity Date only a change of Beneficiary  may be
            made.  Once We have accepted Your written  request,  any change will
            become effective on the date You signed it. However, any change will
            be subject  to any  payment  or other  action  taken by Us before We
            record  the  change.  If the  Owner is not a natural  person,  under
            current  Federal tax law, the Contract may be subject to  unintended
            and adverse tax  consequences.  For possible tax  considerations  of
            these changes, see TAXES, page .
    

      How to Purchase a Contract

            At the time of  application,  the  Purchaser  must pay at least  the
      minimum Premium required and provide instructions regarding the allocation
      of the Premium among the  Subaccounts.  Acceptance of the Premium and form
      of application is subject to Our  requirements and We reserve the right to
      reject any  Premium.  If the  application  and Premium are accepted in the
      form  received,  the  Premium  will  be  credited  and  allocated  to  the
      Subaccounts within two business days of its receipt.  The date the Premium
      is credited to the Contract is the Effective Date.

            If within five days of the  receipt of the  initial  Premium We have
      not  received  sufficient  information  to issue a  Contract,  You will be
      contacted.  The  reason  for the delay will be  explained  to You.  If You
      consent We will retain the Premium  until the necessary  requirements  are
      fulfilled. Otherwise, the Premium will be immediately refunded to You.

      Discount Purchase Programs

   
            Purchases  made by officers,  directors  and employees of either the
      Company,  an affiliate of the Company or any  individual,  firm or company
      that has executed  the  necessary  agreements  to sell the  Contracts  and
      members  of each of their  immediate  families  may not be  subject to the
      Surrender Charge.  Such purchases include retirement  accounts and must be
      for accounts in the name of the individual or qualifying family member.
    

                                       20
<PAGE>

      Distributor

   
            AIG Equity Sales Corp. ("AESC"), 80 Pine Street, New York, New York,
      acts  as  the  distributor  of  the  Contracts.  AESC  is  a  wholly-owned
      subsidiary  of AIG, and an affiliate  of the Company.  Commissions  not to
      exceed  6 1/2%  of  Premiums  will  be paid to  entities  which  sell  the
      Contract.  Additional payments may be made for other services not directly
      related  to the  sale  of the  Contract,  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 to be 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.


      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 Owner's  records.  DVFS serves as the
      administrator to various insurance companies offering variable contracts.

      Premium and Allocation to Your Investment Options

   
            The initial Premium must be at least $2,000. You may make additional
      payments  of Premium  prior to the  Annuity  Date,  in amounts of at least
      $1000 or $100 as part of an automatic investment plan. There is no maximum
      limit  on the  additional  Premiums  You  may  pay or on  the  numbers  of
      payments; however, the Company reserves the right to reject any Premium on
      any  Contract.  You specify at the time of issue or  subsequently  how the
      remaining amount, known as Additional Premium will be allocated.

            The  initial   Premium  is  allocated   among  the  Subaccounts  and
      Guaranteed  Account on the Effective Date.  Your  allocation  instructions
      will specify what  percentage of Your initial Premium is to be credited to
      each  Subaccount and to the Guaranteed  Account.  Allocation  instructions
      must be expressed in whole percentages. Allocations for additional Premium
      will be made on the same basis as the initial  Premium unless We receive a
      written notice with new instructions.  Additional Premium will be credited
      to the Contract  Value and  allocated at the close of the first  Valuation
      Date  on or  after  which  the  Additional  Premium  is  received  at  Our
      Administrative Office.

            ALL PREMIUMS TO IRA OR 403 (B) PLAN  CONTRACTS  MUST COMPLY WITH THE
      APPLICABLE  PROVISIONS IN THE CODE AND THE  APPLICABLE  PROVISIONS OF YOUR
      RETIREMENT PLAN.  ADDITIONAL  PREMIUM COMMINGLED IN AN IRA WITH A ROLLOVER
      CONTRIBUTION  FROM OTHER  RETIREMENT  PLANS MAY RESULT IN UNFAVORABLE  TAX
      CONSEQUENCES.  YOU SHOULD SEEK LEGAL COUNSEL AND TAX ADVICE  REGARDING THE
      SUITABILITY OF THE CONTRACT FOR YOUR SITUATION. (SEE "TAXES" ON PAGE .)
    

                                       21
<PAGE>

      Right to Examine Contract Period

            The  Contract  provides  a 10 day Right to Examine  Contract  Period
      giving You the  opportunity  to cancel the  Contract.  You must return the
      Contract  with  written  notice to Us. If We receive the Contract and Your
      written  notice  within 10 days after it is received by You,  the Contract
      will be voided.  With the exception of Contracts issued in connection with
      an IRA, in those  states whose laws do not require that We assume the risk
      of market loss  during the Right to Examine  Contract  Period,  should You
      decide to cancel Your  Contract,  the amount to be returned to You will be
      the Contract  Value (on the day We receive the Contract)  plus any charges
      deducted for State Taxes,  without imposition of the Surrender Charge. The
      amount returned to you may be more or less than the initial Premium.  (See
      "Charges and  Deductions" on page .) For Contracts  issued in those states
      that  require  we  return  the  premium,  we  will do so.  In the  case of
      Contracts  issued in  connection  with an IRA, the Company will refund the
      greater of the Premium, less any withdrawals, or the Contract Value.

            State laws  governing the duration of the Right to Examine  Contract
      Period may vary from state to state.  We will  comply with the laws of the
      state in which the Owner  resides at the time the Contract is applied for.
      Federal  laws  governing  IRAs  require  a  minimum  seven  day  right  of
      revocation.  We provide 10 days from the date the  Contract is received by
      you. (See "Individual Retirement Annuities" on page .)

      Unit Value and Contract Value

   
            After the deduction of certain  charges and expenses,  amounts which
      You allocate to a Subaccount of the Variable  Account are used to purchase
      Accumulation  Units in that  Subaccount,  not shares of the  Portfolio  in
      which  that  Subaccount  invest:  The  number  of  Accumulation  Units you
      purchase  will be  determined  by dividing  the amount  allocated  to each
      Subaccount by the Unit Value of the  Subaccount  for the Valuation  Period
      during which the amount was allocated.
    

            The Unit  Value for each  Subaccount  will  vary from one  Valuation
      Period to the next, based on the investment experience of the Portfolio in
      which the  Subaccount  invests and the  deduction  of certain  charges and
      expenses.  The  Statement of  Additional  Information  contains a detailed
      explanation of how Accumulation Units are valued.

            Your value in any given  Subaccount is determined by multiplying the
      Unit Value for the  Subaccount  by the number of Units You own. Your value
      within  the  Variable  Account  is  the  sum of  your  values  in all  the
      Subaccounts.  The  total  value of your  Contract,  known as the  Contract
      Value,  equals your Value in the  Variable  Account plus Your value in the
      Guaranteed Account.

      Transfers

            Prior  to the  Annuity  Date,  You  may  make  Transfers  among  the
      Subaccounts and into and out of the Guaranteed  Account subject to certain
      rules.

   
            At the  present  time there is no limit on the  number of  transfers
      which can be made among the Subaccounts and the Guaranteed  Account in any
      one Contract  Year.  We reserve the right to limit the number of transfers
      to 12 per Contract  Year.  There are no fees for the first 12 transfers in
      any one  Contract  Year.  For each  transfer  in excess  of 12 within  one
      Contract Year, We impose a transfer fee of $10. A transfer fee, if any, is
      deducted from the amount transferred.  (See Appendix , "Guaranteed Account
      Transfers," page___.)
    

                                       22
<PAGE>

            Transfers  may  be  made  by  written  request  or by  telephone  as
      described  in the  Contract or  specifically  authorized  in writing.  The
      Company will undertake reasonable  procedures to confirm that instructions
      communicated  by telephone  are genuine.  All calls will be recorded.  All
      transfers  will be confirmed  in writing to the 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.

            After the Annuity  Date,  the Owner may transfer the Contract  Value
      allocated to the Variable  Account  among the  Subaccounts.  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, if any,  will be deducted  from the next  annuity  payment  after the
      transfer.  If following the transfer,  the Annuity Units  remaining in the
      Subaccount would generate a monthly annuity payment of less than $100, the
      Company will transfer the entire amount in the Subaccount.

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

            The minimum  amount which may be  transferred at any one time is the
      lesser of $1,000 or the value of the  Subaccount or Guarantee  Period from
      which the  transfer is made.  However,  the minimum  amount for  transfers
      under our  Dollar  Cost  Averaging  program is $100 per  Subaccount.  (See
      "Dollar Cost Averaging") For additional  limitations  regarding  transfers
      out of  the  Guaranteed  Account,  see  "The  Guaranteed  Account"  in the
      Appendix, page ____.)

      Dollar Cost Averaging

   
            The Company currently offers an option under which Owners may dollar
      cost average their  allocations in the  Subaccounts  under the contract by
      authorizing  the Company to make periodic  allocations  of Contract  Value
      from any one  Subaccount to one or more of the other  Subaccounts.  Dollar
      cost averaging is a systematic method of investing in which securities are
      purchased at regular intervals in fixed dollar amounts so that the cost of
      the  securities  gets averaged over time and possibly over various  market
      cycles.  The option will result in the allocation of Contract Value to one
      or  more   Subaccounts,   and  these  amounts  will  be  credited  at  the
      Accumulation  Unit value as of the end of the Valuation Dates on which the
      exchanges are effected. Amounts periodically transferred under this option
      are not included in the 12 transfers  per Contract  Year  discussed  under
      "Transfers" on page ___. Since the value of Accumulation  Units will vary,
      the amounts  allocated to a Subaccount  will result in the  crediting of a
      greater  number of units  when the  Accumulation  Unit  value is low and a
      lesser  number  of  units  when  the  Accumulation  Unit  value  is  high.
      Similarly,  the  amounts  exchanged  from a  Subaccount  will  result in a
      debiting of a greater number of units when the  Subaccount's  Accumulation
      Unit value is low and a lesser number of units when the Accumulation  Unit
      value is high. Dollar cost averaging does not guarantee profits,  nor does
      it assure  that an Owner will not have  losses.  A Dollar  Cost  Averaging
      Request form is available from the Administrative Office upon request.

            To elect the Dollar Cost  Averaging  Option,  the  Owner's  Contract
      Value must be at least  $12,000,  and a Dollar Cost  Averaging  Request in
      proper  form must be received by the  Company.  The Dollar Cost  Averaging
      Request form will not be considered  complete  until the Contract Value is
      at least the required amount.  An Owner may not have in effect at the same
      time Dollar Cost Averaging and Asset Rebalancing Options.
    


                                       23
<PAGE>

      Asset Rebalancing Option

   
            The  Company  currently  offers an option  under  which  Owners  may
      authorize   the  Company  to   automatically   exchange   Contract   Value
      periodically  to maintain a  particular  percentage  allocation  among the
      Subaccounts as selected by the Owner. The Contract Value allocated to each
      Subaccount  will grow or decline in value at  different  rates  during the
      quarter,  and Asset  Rebalancing  automatically  reallocates  the Contract
      Value in the  Subaccounts to the allocation  selected by the Owner.  Asset
      Rebalancing is intended to exchange  Contract Value from those Subaccounts
      that have  increased in value to those  Subaccounts  that have declined in
      value.  Over time,  this method of investing may help an Owner buy low and
      sell high,  although  there can be no assurance of this.  This  investment
      method does not guarantee  profits,  nor does it assure that an Owner will
      not have losses.
    

            To elect the Asset  Rebalancing  Option,  the Contract  Value in the
      Contract  must be at least  $12,000  and an Asset  Rebalancing  Request in
      proper  form must be  received  by the  Company.  An Owner may not have in
      effect at the same  time  Dollar  Cost  Averaging  and  Asset  Rebalancing
      Options.  If the Asset Rebalancing  Option is elected,  all Contract Value
      allocated  to the  Subaccounts  must be included in the Asset  Rebalancing
      Option.

      The amounts transferred will be credited to the Accumulation Unit Value as
      of the end of the  Valuation  Dates on which the  transfers  are effected.
      Amounts periodically transferred under this option are not included in the
      12 transfers per Contract Year discussed under "Transfers" on page ____.

            An Owner may  instruct  the  Company at any time to  terminate  this
      option  by  written  request.  Once  terminated,  this  Option  may not be
      reselected during the same Contract Year.


                             CHARGES AND DEDUCTIONS

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

   
      Deduction for  State Premium Taxes

            We do not  deduct  premium  taxes  unless  assessed  by the state of
      residence  of  the  Owner.  Any  premium  or  other  taxes  levied  by any
      governmental  entity with respect to the Contracts  will be charged at Our
      discretion  against  either  Premium  or  Contract  Value.  Premium  taxes
      currently  imposed by certain states on the Contracts range typically from
      0% to 3.5% of premiums paid.  Some states assess premium taxes at the time
      Premium  is  received;   others  assess  premium  taxes  at  the  time  of
      annuitization.  Premium  taxes are subject to being  changed or amended by
      state legislatures, administrative interpretations or judicial acts.
    


                                       24
<PAGE>


      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. 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 Surrender Charge in the event of the death of the Owner prior to
      the  Annuity  Date and to provide  the death  benefit.  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
      Administrative and Contract Maintenance Charges.

            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 .)
      The Company in its discretion 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 that portion of the charge attributable to mortality risk.

      Deduction for Accidental Death Benefit

            If the Owner has elected the Accidental  Death Benefit,  the Company
      deducts for each  Valuation  Period,  an Accidental  Death Benefit  Charge
      equal on an annual basis to 0.10% of the average  daily net asset value in
      the Variable Account.

      Deduction for Surrender (Deferred Sales) Charges

   
            In the event that an Owner  makes a  withdrawal  from or  surrenders
      Contract Value in excess of the Free Withdrawal Amount, a Surrender Charge
      may be imposed.  The Free Withdrawal Amount is equal to the greater of the
      Contract  Value less premiums paid or the portion of the  withdrawal  that
      does  not  exceed  10% of  the  total  Premium  otherwise  subject  to the
      Surrender  Charge  paid  to  the  time  of  withdrawal,   less  any  prior
      withdrawals;  however,  the  Surrender  Charge  applies  only  to  Premium
      received  by the  Company  within  seven  (7)  years  of the  date  of the
      withdrawal.

            The  Surrender  Charge will vary in amount  depending  upon the time
      which has elapsed since the date Premium was received.  In calculating the
      Surrender  Charge,  Premium is  allocated to the amount  surrendered  on a
      first-in,  first out basis. The amount of any withdrawal which exceeds the
      Free Withdrawal Amount will be subject to the following charges:
    


<PAGE>
   
<TABLE>
<CAPTION>


                                               Applicable Surrender
                                               Charge Percentage
<S>                                             <C>    

  Premium Year 1                                    6%   
  Premium Year 2                                    6%   
  Premium Year 3                                    5%   
  Premium Year 4                                    5%   
  Premium Year 5                                    4%   
  Premium Year 6                                    3%   
  Premium Year 7                                    2%   
  Premium Year 8 and thereafter                     None 
</TABLE>
                                                   
            No  Surrender  Charge is  imposed  against:  (1)  Systematic  
            Withdrawal options; (2) Contract Value upon Annuitization; 
            (3) a Death Benefit.

            The  Surrender  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   Surrender   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 as a 403 (b) Plan or IRA
      (See "Taxes - 403(b) Plans" on page .)



      Deduction for Administrative Charges


    
   
            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.  This charge is intended to reimburse
      Us for administrative  expenses,  both during the accumulation  period and
      following the Annuity Date.
    

      Deduction for Contract Maintenance Charge

   
            The Company also deducts an annual  Contract  Maintenance  Charge of
      $30 per year,  from the Contract Value on each Contract  Anniversary.  The
      Contract  Maintenance  Fee is waived if the Contract Value is greater than
      $50,000 on the date of deduction of the charge. These charges are designed
      to reimburse the Company for the costs it incurs  relating to  maintenance
      of the Contract,  the Variable Account, and the Guaranteed Account. If the
      Contract is surrendered, we will deduct the Contract Maintenance Charge at
      the time of surrender for the current Contract Year. The deduction will be
      made  proportionally  based  on  Your  value  in each  Subaccount  and the
      Guaranteed  Account.  After the Annuity  Date,  the  Contract  Maintenance
      Charge is deducted on a pro-rata basis from each annuity income payment.
    

                                       25
<PAGE>

      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
      Federal income taxes. (See also "Taxes" beginning on page .)
    

      Other Expenses

            There are deductions from and expenses paid out of the assets of the
      Fund which are described in the accompanying Prospectus for the Fund.

   
      Group and Sponsored Arrangements
    

            In certain  instances,  we may reduce the  Surrender  Charge and the
      Administrative  Charge or change the minimum premium  requirements for the
      sale of Contracts to certain groups, including those in which a trustee or
      an  employer,  for  example,  purchases  Contracts  covering  a  group  of
      individuals on a group basis.

            Our costs for sales,  administration,  and mortality  generally vary
      with the size and stability of the group among other factors.  We take all
      these factors into account when reducing  charges.  To qualify for reduced
      charges,  a group or similar  arrangement must meet certain  requirements,
      including  our  requirements  for size and  number of years in  existence.
      Group or group sponsored  arrangements that have been set up solely to buy
      Contracts  or that have been in  existence  less than six months  will not
      qualify for reduced charges.

            We will make any reductions according to our rules in effect when an
      application or enrollment  form for a Contract is approved.  We may change
      these rules from time to time.  Any variation in the  Surrender  Charge or
      Administrative  Charge will reflect  differences  in costs or services and
      will not be unfairly discriminatory.


                                ANNUITY BENEFITS

      Annuitization

            Annuitization is an election you make to apply the Contract Value to
      an Annuity  Option in order to provide a series of annuity  payments.  The
      date the Annuity Option becomes effective is the Annuity Date.

      Annuity Date

            The  latest  Annuity  Date is: (a) the first day of the  calendar
       month following  the later of the  Annuitant's  90th  birthday;  or
      (b) such earlier date as may be set by applicable law.

            The Owner may  designate  an earlier  date 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 no later
      than the date defined above; and, the first day of a calendar month.

   
            Without the approval of the Company,  the new Annuity Date cannot be
      earlier than one year after the Effective Date. In addition, forIRA or 403
      (b) Plan Contracts, certain provisions of your retirement plan or the Code
      may further  restrict your choice of an Annuity Date.  (See "Taxes ," page
      ____).
    

                                       26
<PAGE>

      Annuity Options

            The Owner may choose annuity  payments which are fixed, or which are
      based on the Variable Account, or a combination of the two. The Owner may,
      upon at least 30 days prior written notice to us, at any time prior to the
      Annuity  Date,  select or change an Annuity  Option.  If the Owner  elects
      annuity  payments which are based on the Variable  Account,  the amount of
      the payments will be variable.  The amount of the annuity payment based on
      the value of a Subaccount is determined through a calculation described in
      the  Statement  of  Additional  Information,  under the  caption  "Annuity
      Provisions".  The Owner  may not  transfer  Contract  Values  between  the
      Guaranteed  Account and the Variable  Account after the Annuity Date,  but
      may,  subject to certain  conditions,  transfer  Contract  Values from one
      Subaccount to another  Subaccount.  (See " 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  Guaranteed  Account
      and the Variable Account, respectively.

            The annuity payment options are:

            Option 1:   Life Income.  The Company will make annuity  payments 
                          during  the lifetime of the Annuitant.

            Option 2: Life  Income  with 10 Years of  Payments  Guaranteed.  The
      Company  will make  monthly  annuity  payments  during the lifetime of the
      Annuitant. If, at the death of the Annuitant,  payments have been made for
      less than 10 years, payments will be continued during the remainder of the
      period to the Beneficiary.

            Option 3: Joint and Last  Survivor  Income.  The  Company  will make
      annuity  payments  for as long as either  the  Annuitant  or a  Contingent
      Annuitant 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 Owner as
      Annuitant and the Owner'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  reserves 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   reserves  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 Subaccount  selected;  and (v) the pro-rata  portion of
      the Contract Maintenance charge.

                                       27
<PAGE>

            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%,
      variable annuity payments will decrease.


                                  DEATH BENEFIT
      Prior to the Annuity Date

            In the  event of Your  death  prior  to the  Annuity  Date,  a death
      benefit is payable to the Beneficiary. The value of the death benefit will
      be  determined  as of  the  date  We  receive  proof  of  death  in a form
      acceptable  to Us. If there has been a change of Owner,  the death benefit
      will equal the Contract  Value.  Otherwise,  We will pay the death benefit
      equal  to  the  greatest  of:  (a)  the  total  of  all  Premium,  reduced
      proportionately by withdrawals and surrenders; (b) the Contract Value; (c)
      the greatest of the Contract Value at the seventh Contract  Anniversary if
      attained prior to Owner's  attained age 76 or at the Contract  Anniversary
      every  seven  years  thereafter,  plus  any  Premium  paid  and  less  any
      surrenders subsequent to that Contract Anniversary.

            The  Beneficiary  may elect the death benefit to be paid as follows:
      (a) payment of the entire death benefit  within 5 years of the date of the
      Owner's  death;  or (b)  payment  over  the  lifetime  of  the  designated
      Beneficiary with distribution beginning within 1 year of the date of death
      of the Owner; or (c) if the designated  Beneficiary is Your spouse, he/she
      can continue the contract in his/her own name.

            If no payment  option is elected,  a single sum  settlement  will be
      made at the end of the sixty (60) day period following receipt of proof of
      death.

      After the Annuity Date

            If the  Owner  is a person  other  than  the  Annuitant,  and if the
      Owner's  death occurs on or after the Annuity  Date, no death benefit will
      be payable  under  this  contract,  except  that any  guaranteed  payments
      remaining unpaid will continue to be paid to the Annuitant pursuant to the
      Annuity Option in force at the date of the Owner's death.

      Accidental Death Benefit

            If an Accidental  Death  Benefit has been elected,  the cost of this
      benefit will be equal on an annual basis to 0.10% of the average daily net
      assets in the Variable Account.




                                       28
<PAGE>





      The  Accidental  Death  Benefit,  if any,  is equal to the  lesser  of the
Contract  Value as of the date the death benefit is determined or $250,000.  The
Accidental  Death  Benefit is payable if the death of the primary  Owner  occurs
prior to the Contract  Anniversary  next following his 75th birthday as a result
of an Injury.  The death must also occur  before the Annuity Date and within 365
days of the date of the accident which caused the Injury.  The Accidental  Death
Benefit is paid to the Beneficiary.

      The  Accidental  Death Benefit will not be paid for any death caused by or
resulting (in whole or in part) from the following:

      (a)   suicide or attempted  suicide while sane or insane;  intentionally
            self-inflicted injuries;

      (b)   sickness,  disease  or  bacterial  infection  of  any  kind,  except
            pyogenic  infections  which  occur  as a  result  of  an  injury  or
            bacterial  infections which result from the accidental  ingestion of
            contaminated substances;


   
      (c)   injury sustained as a consequence of riding in,  including  boarding
            or alighting from, any vehicle or device used for aerial  navigation
            except if the Owner is a passenger on any aircraft  licensed for the
            transportation of passengers;

      (d)   declared or undeclared war or any act thereof; or

      (e)   service in the military, naval or air service of any country.
    

Death of the Annuitant

      If the  Annuitant is a person other than the Owner,  and if the  Annuitant
dies before the Annuity Date, a new  Annuitant may be named by the Owner.  If no
new  Annuitant  is named  within  sixty (60) days of Our receipt of proof of the
Annuitant's  death, the Owner will be deemed the new Annuitant.  If an Annuitant
dies  after  the  Annuity  Date,  the  remaining  payments,  if any,  will be as
specified  in  the  Annuity  Option  elected.  We  will  require  proof  of  the
Annuitant's  death.  Death  benefits,  if any,  will  be paid to the  designated
Beneficiary at least as rapidly as under the method of distribution in effect at
the Annuitant's death.


                       DISTRIBUTIONS UNDER THE CONTRACT

Withdrawals

      The Owner may withdraw  Contract  Values prior to the Annuity Date.  Any
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 Surrender Charge will be deducted;

      (d)   the  Contract  Value  will be  reduced  by the  sum of the  amount
            requested plus the amount of any applicable Surrender Charge;

      (e)   the Company  will  deduct the amount  requested  plus any  Surrender
            Charge from each  Subaccount  of the  Variable  Account and from the
            Guaranteed  Account  either as specified or in the  proportion  that
            each  Subaccount  and the  Guaranteed  Account bears to the Contract
            Value; and

      We reserve the right to consider any withdrawal  request that would reduce
the Value of the  Accumulation  Account to less than  $2,000 to be a request for
Surrender.  In  this  event,  the  Surrender  Value  will be paid to You and the
Contract will terminate.

   
      Withdrawals  (including  systematic  withdrawals  discussed  below  may be
taxable and subject to a penalty tax. (See "Taxes" beginning on page .)
    

                                       29
<PAGE>

Systematic Withdrawal

   
      The systematic  withdrawal  program  involves making  regularly  scheduled
withdrawals  from Your value in the Contract.  In order to initiate the program,
your total Contract  Value must be at least  $24,000.  The program allows You to
prearrange  the  withdrawal  of a specified  dollar  amount of at least $200 per
withdrawal,  on a monthly or quarterly  payment  basis.  A maximum of 10% of the
Contract  Value may be withdrawn in a Contract Year.  Surrender  Charges are not
imposed on withdrawals  under this program.  If you elect this program Surrender
Charges will be imposed on any  withdrawal,  other than  withdrawals  made under
Your systematic  withdrawal program, when the withdrawal is from Premium paid in
the last seven  years.  You may not elect this program if you have taken a prior
withdrawal  during the same  Contract  Year.  (See  "Withdrawals"  on page , and
"Surrender Charges" on page .)
    

      Systematic  withdrawals will begin on the first scheduled  withdrawal date
selected by You following  the date We process Your  request.  In the event that
Your value in a specified Subaccount or the Guaranteed Account is not sufficient
to deduct a withdrawal  or if Your request for  systematic  withdrawal  does not
specify the Guaranteed  Account or from which Subaccounts  withdrawals are to be
deducted,  withdrawals  will be deducted  proportionally  based on Your value in
each Subaccount and the Guaranteed Account.

   
      All parties to the Contract are cautioned that the rights of any person to
implement the systematic withdrawal program under Contracts issued in connection
with IRAs or 403(b)  Plans may be  subject  to the terms and  conditions  of the
retirement  plan,  regardless  of the  terms  and  conditions  of the  Qualified
Contract (See " Taxes" on page .)
    

      The systematic  withdrawal  program may be canceled at any time by written
request or automatically  by Us should the Contract Value fall below $1,000.  In
the event the systematic withdrawal program is canceled, 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  of
withdrawals on a systematic basis.

      The Free  Withdrawal  Amount (see "Charges and  Deductions - Deduction for
Surrender  Charge"  on page ) is not  available  while  an  Owner  is  receiving
systematic withdrawals.  An Owner will be entitled to the free withdrawal amount
on and after the Contract  Anniversary  next  following the  termination  of the
systematic withdrawal program.

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

The Company reserves the right to discontinue this program at any time.

Surrender

   
      Prior to the Annuity Date you may Surrender the Contract for the Surrender
Value by  withdrawing  the  entire  Contract  Value.  You must  submit a written
request for Surrender and return the Contract to Us. The Surrender Value will be
based on the Contract Value at the end of the Valuation  Period during which the
Surrender  request is received  as  described  below.  The  Contract  may not be
surrendered  after the Annuity Date. A surrender may be taxable and subject to a
tax penalty. (See "Taxes" discussed on page .)
    

                                       30
<PAGE>

Surrender Value

   
      The  Surrender  Value of the  Contract  varies each day  depending  on the
investment results of the Subaccounts selected by the Owner. The Surrender Value
will be the Contract  Value as of the date the Company  receives Your  surrender
request,  reduced by the  following:  (1) any  applicable  taxes not  previously
deducted;  (2) the Contract Maintenance Charge; and (3) any applicable Surrender
Charge.
    

Payment of Withdrawals and Surrender Values

      Payments of Withdrawals and Surrender  Values will ordinarily be sent to
the Owner  within  seven (7) days of receipt of the written  request,  but see
the Deferment of Payment  discussion below.  (Also see Statement of Additional
Information - "Delay of Payments.")

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

   
      If, at the time You make a request for a Withdrawal  or a  Surrender,  You
have not provided Us with a written  election  not to have Federal  income taxes
withheld,  We must by law withhold  such taxes from the taxable  portion of Your
payment and remit that amount to the IRS.  Mandatory  withholding rules apply to
certain  distributions  from  403(b)  Plan  Contracts.  Additionally,  the  Code
provides that a 10% penalty tax may be imposed on certain early  Withdrawals and
Surrenders. (See "Taxes" on page , and " Tax-Favored Plans" on page .)
    

Deferral of Payment

      Payment of any Withdrawal,  Surrender, or lump sum death proceeds from the
Variable  Account will usually  occur within seven days.  We may be permitted to
defer such payment if: (1) the New York Stock  Exchange is closed for other than
usual weekends or holidays,  or trading on the Exchange is otherwise restricted;
(2) an emergency  exists as defined by the SEC or the SEC requires  that trading
be restricted;  (3) the SEC permits a delay for protection of Owners; or (4) the
check used to pay any Premium has not cleared  through the banking  system (this
may take up to 15 days).

      We may defer payment of any  Withdrawal or Surrender  from the  Guaranteed
Account for up to six months from the date we receive Your written request.


                                    TAXES

Introduction

   
      The Contracts are designed to accumulate  Contract  Values for  retirement
plans which,  except for IRAs and 403(b) Plans, are generally not  tax-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
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.

                                       31
<PAGE>

Company Tax Status

      The  Company  is taxed as a life  insurance  company  under  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, an 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
"Contracts Owned by Non-Natural  Persons," and "  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  on the  date of the
      withdrawal  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  on  full  surrender  of the
      Contract,  the  recipient  is taxed on the  portion  of the  payment  that
      exceeds the  investment in the Contract.  The taxable  portion is taxed as
      ordinary income.

            If the recipient  receives  annuity  payments rather than a lump sum
       payment,  a portion of the  payment is  included  in taxable  income when
       received. 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 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 recipient is able to exclude a portion of the payments  received
       from  taxable  income  until  the  investment  in the  Contract  is fully
       recovered. Annuity payments are fully taxable after the investment in the
       Contract is recovered. If the recipient dies before the investment in the
       Contract is recovered,  the recipient's estate is allowed a deduction for
       the remainder.
    



                                       32
<PAGE>


      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
      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
      total  Premium  will be taxed to the assignor as ordinary  income.  Please
      consult your tax adviser prior to making an assignment of the Contract.

                                       33
<PAGE>

   
      Generation Skipping Transfer Tax

            A transfer of the Contract or the  designation of a beneficiary  who
      is either 37 1/2 years younger than the Owner or a grandchild of the Owner
      may have Generation Skipping Transfer Tax consequences.
    

      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.  The designated  beneficiary is
      the person to whom ownership of the contract passes by reason of death and
      must be a natural  person.  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 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  generally  provides that no gain or loss shall be
      recognized  on the  exchange of an annuity  contract  for another  annuity
      contract  unless  money  is  distributed  as  part  of  the  exchange.   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.
    


                                       34
<PAGE>

      Multiple Contracts

            Annuity  contracts  that are issued by the 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.

   
      Withholding

            The  Company  is  required  to  withhold  Federal  income  taxes  on
      withdrawals,  lump sum  distributions,  and annuity  payments that include
      taxable  income unless the payee elects to not have any  withholding or in
      certain other  circumstances.  Special withholding rules apply to payments
      made to non-resident aliens.

      Lump-sum Distribution or Withdrawal

      The  Company is required  to  withhold  10% of the taxable  portion of any
      withdrawal or lump sum distribution unless You elect out of withholding.

            Annuity Payments
      The Company will withhold on the taxable portion of annuity payments based
      on a withholding certificate You file with the Company. If you do not file
      a  certificate,  You will be treated,  for  purposes of  determining  your
      withholding rates, as a married person with three exemptions.

      You are liable for payment of Federal income taxes on the taxable  portion
      of any withdrawal, distribution, or annuity payment. You may be subject to
      penalties under the estimated tax rules if your  withholding and estimated
      tax payments are not sufficient.
    

Diversification Standards

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

                                       35
<PAGE>

      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.

   
Tax Favored 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 401  retirement  plan.
Distributions  from a 401 qualified plan or 403(b) Plan (other 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,  403(b) Plan or an IRA. 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 tax
if the  recipient is under age 59 1/2 (unless  another  exception  applies under
Code Section 72(t)). A prospective Owner considering use of the Contract in this
manner should consult a competent tax advisor with regard to the  suitability of
the Contract of this purpose and for  information  concerning  the provisions of
the Code applicable to qualified plans, 403(b) Plans, and IRAs.
    


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. In addition,  distributions  from an IRA may be rolled over to
another IRA, provided certain conditions are met. 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.  Contracts  offered  in  connection  with an IRA by this
Prospectus are not available in all states.
    


<PAGE>


403(b) Plans

   
      Code Section 403(b)(11) imposes certain restrictions on an Owner's ability
to make partial withdrawals from Code Section 403(b) Contracts,  if attributable
to Premium paid under a salary reduction agreement.  Specifically,  Code Section
403(b)(11)  allows an 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,  403(b)  Plans are  subject  to  additional  requirements,  including:
eligibility,    limits   on   contributions,    minimum    distributions,    and
nondiscrimination  requirements  applicable  to the  employer.  Owners and their
employers are responsible for compliance with these rules.  Contracts offered in
connection with a 403(b) Plan by this Prospectusare not available in all states.
    



                                       36
<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................................................



                                      A-1
<PAGE>

                                   APPENDIX

GUARANTEED ACCOUNT OPTION

      Under this  Guaranteed  Account  option,  Contract  Values are held in the
Company's  General  Account.  The General  Account  includes  all of Our assets,
except those assets  segregated in Our separate  accounts.  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 Guaranteed
Account portion of the Contract.  Disclosures  regarding the Guaranteed  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.

      During  the  Accumulation  Period  the Owner may  allocate  amounts to the
Guaranteed  Account.  The initial  Premium  will be  invested in the  Guaranteed
Account if selected by the Owner at the time of application.  Additional Premium
will be allocated in accordance  with the selection  made in the  application or
the most recent instruction  received at the Company Office. If the Owner elects
to withdraw  amounts from the Guaranteed  Account,  such  withdrawal,  except as
otherwise  provided in this Appendix,  will be subject to the same conditions as
imposed on withdrawals from the Variable Account. The Company reserves the right
to delay any payment from the  Guaranteed  Account for up to six (6) months from
the date it receives such request at its Office.

GUARANTEE PERIODS

      The period(s) for which a guaranteed interest rate is credited is called a
Guarantee Period. Guarantee Periods may be offered or withdrawn at the Company's
discretion.  The initial guarantee period(s) and the guaranteed interest rate(s)
applicable to the initial Premium are as shown in the Contract. At least 15 days
but no more than 75 days prior to the  expiration  of a  Guarantee  Period,  the
Owner will be mailed a notice of the  guaranteed  interest rate  applicable to a
renewal of the Guarantee  Period.  At the  expiration  of any  Guarantee  Period
applicable  to any portion of the Contract  Value,  that portion of the Contract
Value will be  automatically  renewed for another  Guarantee Period for the same
duration  as the  expired  Guarantee  Period  and will  receive  the  guaranteed
interest rate then in effect for that Guarantee  Period,  unless other Guarantee
Periods or one or more  Subaccounts  are requested in writing by the Owner.  All
requests to change a Guarantee Period at the end of an existing Guarantee Period
must be received in writing at the Company's  Office within 30 days prior to the
end of that Guarantee Period.

ALLOCATIONS TO THE GUARANTEED ACCOUNT

      The minimum  amount that may be  allocated to a Guarantee  Period,  either
from the initial or a subsequent  Premium,  is $3,000.  Amounts  invested in the
Guaranteed  Account  are  credited  with  interest  on a daily basis at the then
applicable  effective  guarantee rate. The effective guarantee rate is that rate
in effect  when the Owner  allocates  or  transfers  amounts  to the  Guaranteed
Account. If the Owner has allocated or transferred amounts at different times to
the Guaranteed Account,  each allocation or transfer may have a unique effective
guarantee rate and Guarantee Period  associated with that amount.  The effective
guarantee  rate will not be changed more than once per year and the minimum rate
will not be less than 3%.

GUARANTEED ACCOUNT TRANSFERS

      During the accumulation period the Owner may transfer,  by written request
or  telephone  authorization,  Contract  Values to or from a  subaccount  of the
Variable Account to or from a Guarantee Period of the Guaranteed  Account at any
time,  subject to the  conditions  set out under  Transfer  of  Contract  Values
Section.

      Prior  to the  end  of a  Guarantee  Period  the  Owner  may  specify  the
subaccount(s) of the Variable Account or the applicable  Guarantee Period of the
Guaranteed  Account to which the Owner  wants the  amounts  from the  Guaranteed
Account  transferred at the end of the Guarantee  Period.  If the Owner does not
notify us prior to the end of the Guarantee  Period, we will reapply that amount
to a new Guarantee Period of the same duration,  provided it is available.  If a
new Guarantee Period of the same duration is not available, that portion of Your
Contract  Value shall be  transferred  to the Guarantee  Period next shortest in
duration.  The amount so applied is then subject to the same  conditions  as the
original  Guarantee  Period,  including the condition that the amount may not be
transferred  until  the  end  of  that  Guarantee  Period.  In  the  event  of a
non-specified renewal, there is a grace period of 30 days within which the Owner
can have transferred amounts reapplied.  The effective guarantee rate applicable
to the new Guarantee Period may be different from the effective  guaranteed rate
applicable to the original Guarantee Period.  These transfers will be handled at
no charge to the Owner.

                                      A-2
<PAGE>
   



MINIMUM SURRENDER VALUE

      The  minimum  Surrender  Value for  amounts  allocated  to the  Guaranteed
Account  equals  the  amounts  so  allocated  less  withdrawals,  with  interest
compounded  annually  at the rate of 3%,  reduced  by any  applicable  Surrender
Charge.
    


<PAGE>



                                    PART B


<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  May 1, 1997CALL OR WRITE:  AIG Life Insurance  Company;
Attention:  Variable Products,  One Alico Plaza,  Wilmington,  Delaware 19801,
    
1-800-340-2765.

   
DATE OF STATEMENT OF ADDITIONAL INFORMATION:  May 1, 1997
    









                                                             ALLIANCE.NEW




                                      B-2
<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.................................




                                      B-3
<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 Variable Account I (the "Variable Account").

Independent Accountants

            The audited financial statements of the Company have been audited by
Coopers and Lybrand,  L.L.P.,  independent  certified public accountants,  whose
offices are located in Philadelphia, Pennsylvania.

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..

Distributor

      AIG Equity Sales Corp.  ("AESC"),  a wholly owned subsidiary of American
International  Group,  Inc.  and an  affiliate  of the  Company,  acts  as the
distributor.  Commissions  are  paid by the  Registrant  directly  to  selling
dealers  and  representatives  on  behalf  of  the  Distributor.   Commissions
   
retained by the Distributor in 1996 were $83,483.
    

Calculation Of Performance Related Information

            A.    Yield and Effective  Yield  Quotations  for the Money Market
                  Subaccount

   
            The yield quotation for the Money Market  Subaccount 
 will be for the  seven  days  ended  on the date of the most
recent  balance  sheet of the  Variable  Account  included  in the  registration
statement,  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 Subaccount 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  Subaccount to be
set forth in the Prospectus  will be for the seven days ended on the date of the
most recent balance sheet of the Variable  Account  included in the registration
statement, and will be 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  Subaccount  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
Subaccount's  mean account size. The yield and effective yield quotations do not
reflect the  Surrender  Charge that may be assessed at the time of withdrawal in
an amount ranging up to 6% of the requested withdrawal amount, 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  Surrender  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  Subaccount and the Fund are excluded from the
calculation of yield.

                                      B-4
<PAGE>

            B.    Total Return Quotations

            The total return  quotations  for all of the  Subaccounts  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 Subaccount has been in existence
for a period of less than one, five or ten years,  for such lesser period) ended
on the date of the most recent balance sheet of the Variable Account and for the
period  from the date monies were first  placed into the  Subaccounts  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:

                                 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
Subaccounts,  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  Subaccount's  mean  account  size.  The
calculations  also  assume a total  withdrawal  as of the end of the  particular
period. No Subaccount performance information has been refected as 
as of the date of this Prospectus for the Subaccounts were not yet in 
operation and consequently had no assets invested in the underlying portfolios.



                                      B-5
<PAGE>





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

   
<TABLE>
<CAPTION>

          <S>                                 <C>

           Premier Growth Portfolio                December 7, 1992 
           Growth & Income Portfolio               April 16,  1992  
           Short-Term  Multi-Market  Portfolio     June 25,  1992
           Global Bond  Portfolio                  May 10, 1993 
           Money Market  Portfolio                 May 13,1993 
           International Portfolio                 June 1, 1993 
           U.S. Government/High Yield
           Securities  Portfolio                   June 14, 1993 
           North American Government 
           Income Portfolio                        April 8, 1994 
           Global Dollar 
           Government  Portfolio                   May 26 , 1994
           Utility Income  Portfolio               June 15, 1994  
           Conservative Investors Portfolio        September 8,1994
           Growth Investors Portfolio              August 16, 1994
           Growth Portfolio                        August 12, 1994
           Total Return Portfolio                  September 12,1994
           Worldwide Privatization Portfolio       October 17,1994
           Technology Portfolio                    January22,1996
           Quasar Portfolio                        August 15,1996
           Real Estate Investment Portfolio        January 7,1997
</TABLE>
           
    


                                      B-6
<PAGE>

     C.    Yield   Quotations   for   the   Short-Term   Multi-Market,    U.S.
           Government/High Grade Securities and Global Bond Subaccounts

     The yield quotations for the Short-Term Multi-Market,  U.S. Government/High
Grade  Securities  and  Global  Bond  Subaccounts  that will be set forth in the
Prospectus will be based on the thirty-day  period ended on the date of the most
recent  balance  sheet of the  Variable  Account  included  in the  registration
statement,   and  are  computed  by  dividing  the  net  investment  income  per
Accumulation  Unit earned  during the period by the maximum  offering  price per
unit on the last day of the period, according to the following formula:

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


<PAGE>



        Where:       a = net  investment  income  earned  during the period by
                         the    corresponding    portfolios    of   the   Fund
                         attributable to shares owned by the Subaccount.

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

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

                     d = the maximum offering price per  Accumulation  Unit on
                         the last day of the period.

        For  the   purposes  of  the  yield   quotations   for  the   Short-Term
Multi-Market, U.S. Government/High Grade Securities and Global Bond Subaccounts,
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 Subaccount's mean account size. The calculations
do not take into account the Surrender Charge or any transfer charges.

        A  Surrender  Charge may be  assessed  at the time of  withdrawal  in an
amount ranging up to 6% of the requested  withdrawal  amount,  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 Surrender  Charge" on page of the Prospectus) There is currently a
transfer  charge of $10 per  transfer  after a specified  number of transfers in
each Contract  Year.  (See  "Alliance  Variable  Products  Series Fund,  Inc., -
Transfer of Contract Values" on page of the Prospectus)


   D.   Non - Standardized Performance Data

        1.   Total Return Quotations

        The total return  quotations for all of the  Subaccounts 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 Subaccount has been in existence for a
period of less than one, five or ten years, for such lesser period) ended on the
date of the most recent balance sheet of the Variable Account and for the period
from the date monies were first placed into the Subaccounts  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:

                             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 ofa 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  Subaccount's  mean account size. The  calculations do not,  however,
assume a total withdrawal as of the end of the particular period and, therefore,
no Surrender Charge is reflected. No Subaccount performance information has
been refected as of the date of this Prospectus for the Subaccounts were not 
yet in operation and consequently had no assets invested in the underlying 
portfolios.





                                      B-7
<PAGE>






        2.   Tax Deferred Accumulation

   In  reports  or  other  communications  to You  or in  advertising  or  sales
materials, the Company may also describe the effects of tax-deferred compounding
on the separate account's  investment returns or upon returns in general.  These
effects may be  illustrated  in charts or graphs and may include  comparisons at
various  points  in time of  returns  under  the  Contract  or in  general  on a
tax-deferred basis with the returns on a taxable basdis.
Different tax rates may be assumed.

   In general,  individuals who own annuity  contracts are not taxed on inreases
in the value under the annuity  contract until some form of distribution is made
from the  contract.  Thus,  the annuity  contract will benefit from tax deferral
during  the  accumulation  period,  which  generally  will  have the  effect  of
permitting  an  investment  in an annuity  contract to grow more  rapidly than a
comparable  investment  under  which  increases  in value are taxed on a current
basis.  The chart  shows  accumulations  on an initial  investment  or  Purchase
Payment of $25,000,  assuming hypothetical gross annual return of 0%, 4% and 8%,
compounded  annually,  and a tax rate of 31%.  The values  shown for the taxable
investment do not include any deduction for  management  fees or other  expenses
but assume that taxes are deducted annually from investment returns.  The values
shown for the variable  annuity  reflect the deduction of  contractual  expenses
such as the mortality and expense risk charge,  the  Administrative  Fee and the
Annual  Fee,  but not the  expenses  of an  underlying  investment  vehicle.  In
addition,  these values assume that the Owner does not surrender the Contract or
make any withdrawals until the end of the period shown. The chart assumes a full
withdrawal,  at the end of the  period  shown,  of all  contract  value  and the
payment  of  taxes at the 31%  rate on the  amount  in  excess  of the  Purchase
Payment.

   The rates of return  illustrated are  hypothetical and are not an estimate or
guaranty of performance.  Actual tax rates may vary for different taxpayers from
that  illustrated  and withdrawals by Owners who have not reached age 59 1/2 may
be subject to a tax penalty of 10%.




                                [INSERT CHART]



                                      B-8
<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,  or  trading  on  the
                     Exchange is otherwise restricted;

             (b)     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;

             (c)     an  order  of  the  Securities  and  Exchange  Commission
                     permits delay for the protection of security holders; or

             (d)     the  check  used  to pay  any  Premium  has  not  cleared
                     through the banking system (this may take up to 15 days).

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


                     METHOD OF DETERMINING CONTRACT VALUES

        The Contract  Value will  fluctuate in  accordance  with the  investment
results of the underlying  Portfolio of the Fund held within the Subaccount.  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  of the Fund were
purchased for the Subaccounts,  the Accumulation  Units for the Subaccounts were
valued  at $10.  The  value  of an  Accumulation  Unit for a  Subaccount  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 Subaccount, 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 Subaccount; 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  Subaccount;
                     minus or plus

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

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

        The resulting value of each Subaccount  Accumulation  Unit is multiplied
by the respective number of Subaccount  Accumulation  Units for a Contract.  The
Contract Value of the Variable  Account is the sum of all Subaccount  values for
the Contract.

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


                                      B-9
<PAGE>


                              ANNUITY PROVISIONS

Annuity Benefits

        A description of the Annuity  Benefits and Annuity Options is provided
in the prospectus

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  Subaccount(s) of the Variable Account.  At
the Annuity Date the Contract  Value in each  Subaccount  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  Subaccount  is  determined  by
multiplying the amount of the Contract Value allocated to that Subaccount by the
factor shown in the table for the option selected, divided by 1000.

        The dollar  amount of  Subaccount  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  Subaccount  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 Subaccount  variable annuity payments less the pro-rata amount of the annual
Administrative Charge.


Annuity Unit

        The value of an Annuity Unit for each  Subaccount  was  arbitrarily  set
initially at $10. This was done when the first Fund shares were  purchased.  The
Subaccount  Annuity Unit value at the end of any subsequent  Valuation Period is
determined by multiplying the Subaccount  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 Subaccount 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 the Subaccount  Annuity Unit value from one Valuation  Period to
the next. The net investment factor for each Subaccount 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 Fund held in the
                     Subaccount  determined  at  the  end  of  that  Valuation
                     Period; plus

             (ii)    the per  share  amount  of any  dividend  or  capital  gain
                     distribution made by the Fund held in the Subaccount 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 Subaccount.

        (b)  is equal to:

             (i)     the net  asset  value  per  share of the Fund held in the
                     Subaccount   determined  as  of  the  end  of  the  prior
                     Valuation Period; plus or minus

             (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 Subaccount  Annuity Unit value may increase or decrease
from Valuation Period to Valuation Period.


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,  including
interest at the annual rate of 5%. Any overpayments,  including  interest at the
annual rate of 5%,  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.

        You may  assign  this  Contract  prior to the  Annuity  Date.  A written
request,  dated and signed by you must be sent to our  Administrative  Office. A
duly  executed  copy of any  assignment  must be filed  with our  Administrative
Office. We are not responsible for the validity of any assignment.


                             FINANCIAL STATEMENTS

        The  financial  statements  of the  Company are included  herein  
and shall be  considered  only as bearing  upon the ability of the
Company to meet its obligations under the Contracts. No Financials for the 
Separate Account have been provided as no contracts governed by this Prospectus
were issued during the reporting period.
                                  


                                     F-1
<PAGE>
                                     





                           AIG LIFE INSURANCE COMPANY
                          (a wholly-owned subsidiary of
                       American International Group, Inc.)












                    REPORT ON AUDITS OF FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994





                                      

                                      F-2
<PAGE>



                      REPORT OF INDEPENDENT ACCOUNTANTS






To the Stockholders and Board of Directors
AIG Life Insurance Company:


We have audited the accompanying balance sheets of AIG Life Insurance Company (a
wholly-owned  subsidiary of American  International  Group, Inc.) as of December
31, 1996 and 1995, and the related  statements of income,  stockholders'  equity
and cash flows for each of the three  years in the  period  ended  December  31,
1996.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of AIG Life Insurance Company as
of December 31, 1996 and 1995,  and the results of its  operations  and its cash
flows for each of the three years in the period  ended  December  31,  1996,  in
conformity with generally accepted accounting principles.





COOPERS & LYBRAND L.L.P.



2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 22, 1997






                                      F-3
<PAGE>
                                     
<TABLE>
<CAPTION>




                             AIG LIFE INSURANCE COMPANY
                                   BALANCE SHEETS

                                   (in thousands)

                                                            December 31,

                                                       1996             1995

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

Assets

Investments and cash:
     Fixed maturities:
        Bonds available for sale, at market value  $ 2,271,326  $ 1,963,265
        (cost: 1996 - $2,190,580: 1995 - $1,823,860)
     Equity securities:
        Common stock
        (cost: 1996-$3,548: 1995 - $1,916)             5,578          2,437
        Non-redeemable preferred stocks
        (cost: 1996-$0: 1995 - $2,562)                     -          2,553
Mortgage loans on real estate, net                   297,363        239,127
Real estate, net of accumulated
 depreciation of $4,099 in 1996; and $1,755 in 1995   16,169         16,892
Policy loans                                       1,873,961      2,961,726
Other invested assets                                 64,109         68,252
Short -term investments                              100,036        202,652
Cash                                                   5,780          1,132
                                              -------------- --------------

   Total investments and cash                      4,634,322      5,458,036


Amounts due from related parties                       3,193          4,111
Investment income due and accrued                    107,268        242,748
Premium and insurance balances receivable-net         36,357         28,189
Reinsurance assets                                   218,453        207,827
Deferred policy acquisition cost                      84,287         60,625
Separate and variable accounts                       644,980        190,441
Other assets                                           5,092          7,509
                                              -------------- --------------

                        Total assets             $ 5,733,952    $ 6,199,486
                                                  ==========     ==========
</TABLE>


                  See accompanying notes to financial statements.




                                      F-4
<PAGE>



<TABLE>
<CAPTION>







                             AIG LIFE INSURANCE COMPANY
                                   BALANCE SHEETS

                        (in thousands, except share amounts)

                                                              December 31,

                                                         1996           1995
                                                   -------------- ----------
<S>                                             <C>            <C>    

Liabilities

  Policyholders' funds on deposit                $ 3,810,095     $ 4,574,995
  Future policy benefits                             630,520         566,487
  Reserve for unearned premiums                       29,911          47,590
  Policy and contract claims                         191,338         177,540
  Reserve for commissions, expenses and taxes          2,860          24,134
  Insurance balances payable                          42,137          22,186
  Deferred income taxes                                5,713          24,585
  Amounts due to related parties                       5,921           2,380
  Federal income tax payable                           2,959           4,606
  Separate and variable accounts                     644,980         190,441
  Minority interest                                    6,077           6,664
  Other liabilities                                   30,932         234,850
                                                ------------    ------------


                        Total liabilities          5,403,443       5,876,458
                                                 -----------     -----------


  Commitments and contingencies (See Note 6)

Stockholders' Equity


  Common stock, $5 par value; 1,000,000 shares
       authorized; 976,703 shares issued and
       outstanding                                     4,884           4,884
  Additional paid-in capital                         123,283         123,283
  Unrealized appreciation of investments,
   net of future policy benefits and taxes
   of $33,823 in 1996 and $47,209 in 1995             62,814          87,673
Retained earnings                                    139,528         107,188
                                                ------------    ------------

                        Total stockholders' equity     330,509       323,028


Total liabilities and stockholders' equity       $ 5,733,952     $ 6,199,486
</TABLE>
                                                  ==========      ==========


                  See accompanying notes to financial statements.





                                      F-5
<PAGE>

<TABLE>
<CAPTION>



                             AIG LIFE INSURANCE COMPANY
                                STATEMENTS OF INCOME

                                   (in thousands)


                                           Years  ended   December 31,
                                           -----------------------------------
                                          1996            1995             1994
                                      ------------    ------------     --------
<S>                                <C>                <C>             <C>   

Revenues:
  Premiums                            $ 394,480         $ 364,502      $ 265,990
  Net investment income                 504,661           435,683        239,212
  Realized capital (losses) gains           (51)             (417)         1,953
                                   -------------     -------------   -----------


               Total revenues           899,090           799,768        507,155
                                    ---------            ---------     ---------


Benefits and expenses:
  Benefits to policyholders            189,933            202,105       196,175
  Increase in future policy benefits
   and policyholders' funds on deposit495,529             392,592       158,935
  Acquisition and insurance expenses  161,841             170,343       127,941
                                    ---------            --------      ---------

              Total benefits and expenses  847,303      765,040         483,051
                                         ---------     --------      ---------


Income before income taxes                 51,787        34,728          24,104
                                        ---------     ----------      ----------

Income taxes (benefits):
   Current                             25,087            18,709          28,115
   Deferred                            (5,486)           (6,339)        (19,447)
                                   -----------       -----------    -----------

    Total income taxes                 19,601            12,370          8,668
                                    ---------         ---------    -----------

Net income before minority interest    32,186            22,358         15,436
Minority interest income (loss)           154                11           (156)
                                  -----------      ------------   -------------

Net income                         $   32,340        $   22,369    $    15,280

                                    =========         =========     ==========

</TABLE>

                   See accompanying notes to financial statements



                                      F-6
<PAGE>

<TABLE>
<CAPTION>







                             AIG LIFE INSURANCE COMPANY
                         STATEMENTS OF STOCKHOLDERS' EQUITY

                                   (in thousands)


                                               Years ended December 31,


                                          1996            1995             1994
                                      ------------    ------------    ---------
<S>                                <C>            <C>            <C>    

Common Stock

Balance at beginning of year      $      4,884    $      4,884    $      4,884
                                   -----------     -----------     -----------

Balance at end of year                   4,884           4,884           4,884
                                  ------------     -----------    ------------



Additional paid-in capital

Balance at beginning of year:          123,283         123,283         123,283
                                    ----------      ----------      ----------

Balance at end of year                 123,283         123,283         123,283
                                    ----------      ----------      ----------



Unrealized appreciation (depreciation)
 of investments, net
 Balance at beginning of year           87,673         (15,029)         40,159
 Change during year                    (50,245)        170,003         (84,904)
 Changes due to deferred income tax
    (expense) benefit and future        
     policy benefits                    25,386        (67,301)          29,716     
                                       ----------      ------           ------ 
 Balance at end of year                 62,814          87,673         (15,029)
                                  ------------     -----------     ------------


Retained earnings
  Balance at beginning of year         107,188          84,819          69,539
  Net income                            32,340          22,369          15,280
                                   -----------      ----------     -----------

  Balance at end of year               139,528         107,188          84,819
                                    ----------      ----------     -----------

          Total stockholders' equity$  330,509      $  323,028     $   197,957
                                     =========       =========      ==========
</TABLE>


                   See accompanying notes to financial statements


                                      F-7
<PAGE>

<TABLE>
<CAPTION>



                             AIG LIFE INSURANCE COMPANY
                              STATEMENTS OF CASH FLOWS


                                   (in thousands)


                                                        Years ended December 31,
                                                    ---------------------------------
                                                      1996          1995     1994
                                                    ----------------------------------

<S>                                               <C>           <C>        <C>    
                                                     
Cash flows from operating activities:
 Net income                                       $   32,340     $ 22,369   $15,280
                                                    ---------   ----------- ------------

Adjustments to reconcile net income
 to net cash provided by operating
 activities:
 Non-cash revenues, expenses, gains 
 and losses included in income:
Change in insurance reserves                       72,151       133,207      88,718
 Change in premiums and insurance balances
  receivable and payable -net                      11,782        (4,695)     11,668
 Change in reinsurance assets                     (10,627)         (201)      5,553
 Change in deferred policy acquisition costs      (23,662)       (6,151)    (14,906)
 Change in investment income due and accrued      135,480      (126,299)    (82,023)
 Realized capital gains                                51           417      (1,953)
 Change in current and deferred income taxes -net  (7,133)      (15,112)    (16,708)
 Change in reserves for commissions, expenses and taxes(21,274)  (9,857)     23,055
 Change in other assets and liabilities - net       11,852         (7,466)    6,815
                                             -----------------------------------------
         Total adjustments                        168,620       (36,157)     20,219
 Net cash (used in) provided                      200,960       (13,788)     35,499
by operating activities
Cash flows from investing activities:
 Cost of fixed maturities, at market sold          40,098        36,678      19,392
 Cost of fixed maturities, at market matured or redeemed124,621  76,989      85,628
 Cost of equity securities sold                     2,607           405           -
 Realized capital gains                               (51)          582       3,176
 Purchase of fixed maturities                    (524,245)     (590,864)   (252,964)
 Purchase of equity securities                     (1,678)       (1,213)          -
 Mortgage loans granted                           (74,590)      (75,100)    (53,977)
 Repayments of mortgage loans                      16,416        12,406      16,464
 Change in policy loans                         1,087,765    (1,589,502) (1,184,455)
 Change in short-term investments                 102,616      (115,532)     18,361
 Change in other invested assets                   11,002        (4,296)     (6,652)
 Other - net                                          (38)       (6,042)    (10,583)

  Net cash used in investing activities           784,523    (2,255,489) (1,365,610)
                                            -------------  -------------------------

Cash flows from financing activities:
 Change in policyholders' funds on deposit       (980,835)    2,265,900   1,330,841
                                            ---------------------------  ----------

   Net cash provided by financing activities     (980,835)    2,265,900   1,330,841
                                            -------------- ------------  ----------

Change in cash                                      4,648        (3,377)        730
Cash at beginning of year                           1,132          4,509      3,779
                                          --------------------------------------------
Cash at end of year                      $          5,780$          1,132$    4,509
                                          =============== =============== ==============
</TABLE>


                   See accompanying notes to financial statements





                                      F-8
<PAGE>



                             AIG LIFE INSURANCE COMPANY
                           NOTES TO FINANCIAL STATEMENTS

1.  Summary of Significant Accounting Policies

   (a)Basis of  Presentation:  AIG Life  Insurance  Company  (the  Company) is a
      wholly-owned   subsidiary  of  American  International  Group,  Inc.  (the
      Parent). The financial statements of the Company have been prepared on the
      basis of generally accepted accounting  principles (GAAP). The preparation
      of financial  statements  in conformity  with GAAP requires  management to
      make estimates and assumptions  that affect the reported amounts of assets
      and liabilities and disclosure of contingent assets and liabilities at the
      date of the financial  statements and the reported amounts of revenues and
      expenses  during the reporting  periods.  Actual results could differ from
      those  estimates.  The Company is licensed to sell life and  accident  and
      health  insurance in the  District of Columbia  and all states  except for
      Maine and New York.

      The Company also files  financial  statements  prepared in accordance with
      statutory practices prescribed or permitted by the Insurance Department of
      the State of Delaware.  Financial  statements  prepared in accordance with
      generally accepted  accounting  principles differ in certain respects from
      the  practices  prescribed  or permitted by  regulatory  authorities.  The
      significant  differences  are: (1) statutory  financial  statements do not
      reflect fixed  maturities  available for sale at market value;  (2) policy
      acquisition  costs,  charged against operations as incurred for regulatory
      purposes,  have been deferred and are being amortized over the anticipated
      life of the  contracts;  (3) individual  life and annuity policy  reserves
      based on statutory  requirements  have been adjusted based upon mortality,
      lapse and interest  assumptions  applicable to these coverages,  including
      provisions for reasonable adverse  deviations;  these assumptions  reflect
      the Company's experience and industry standards; (4) deferred income taxes
      not recognized  for  regulatory  purposes have been provided for temporary
      differences  between  the bases of assets and  liabilities  for  financial
      reporting purposes and tax purposes;  (5) for regulatory purposes,  future
      policy  benefits,  policyholders'  funds on deposit,  policy and  contract
      claims and  reserve  for  unearned  premiums  are  presented  net of ceded
      reinsurance;  and (6) an asset valuation reserve and interest  maintenance
      reserve  using  National  Association  of Insurance  Commissioners  (NAIC)
      formulas are set up for regulatory purposes.

   (b)Investments:  Fixed  maturities  available for sale, where the company may
      not have the ability or  positive  intent to hold these  securities  until
      maturity,  are  carried  at market  value.  Included  in fixed  maturities
      available  for  sale  are  collateralized   mortgage  obligations  (CMOs).
      Premiums and  discounts  arising from the purchase of CMO's are treated as
      yield  adjustments  over the  estimated  life.  Common and  non-redeemable
      preferred stocks are carried at market value.  Short-term  investments are
      carried at cost, which approximates market.

      Unrealized  gains and losses from  investments  in equity  securities  and
      fixed maturities available for sale are reflected in stockholders' equity,
      net of amounts recorded as future policy benefits and any related deferred
      income taxes.

      Realized  capital gains and losses are determined  principally by specific
      identification.  Where  declines  in values of  securities  below  cost or
      amortized  cost are  considered  to be other than  temporary,  a charge is
      reflected in income for the difference  between cost or amortized cost and
      estimated net realizable value.

      Mortgage loans on real estate are carried at unpaid principal balance less
      unamortized  loan  origination  fees  and  costs  less  an  allowance  for
      uncollectible loans.


                                      F-9
<PAGE>




1.  Summary of Significant Accounting Policies - (continued)

   (b) Investments: (continued)

      Real  estate  is  carried  at  depreciated  cost and is  depreciated  on a
      straight-line  basis over 31.5 years.  Expenditures  for  maintenance  and
      repairs are charged to income as incurred;  expenditures  for  betterments
      are capitalized and depreciated over their estimated lives.

      Policy loans are carried at the aggregate unpaid principal balance.

      Other invested assets consist primarily of limited  partnership  interests
      which are carried at market  value.  Unrealized  gains and losses from the
      revaluation of these  investments are reflected in  stockholders'  equity,
      net of any related  taxes.  Also  included in this category is an interest
      rate cap  agreement,  which is carried at its amortized  cost. The cost of
      the cap is being amortized  against  investment  income on a straight line
      basis over the life of the cap.

    (c) Income Taxes:  The Company joins in a  consolidated  federal  income tax
      return with the Parent and its domestic subsidiaries.  The Company and the
      Parent have a written tax allocation  agreement  whereby the Parent agrees
      not to charge  the  Company  a greater  portion  of the  consolidated  tax
      liability  than  would  have  been paid by the  Company  if it had filed a
      separate return. Additionally,  the Parent agrees to reimburse the Company
      for any tax  benefits  arising  out of its net losses  within  ninety days
      after the  filing of that  consolidated  tax  return for the year in which
      these losses are utilized.  Deferred federal income taxes are provided for
      temporary  differences  related to the expected future tax consequences of
      events that have been recognized in the Company's financial  statements or
      tax returns.

   (d)Premium  Recognition  and  Related  Benefits  and  Expenses:  Premiums  on
      traditional  life  insurance  and life  contingent  annuity  contracts are
      recognized  when due.  Revenues  for  universal  life and  investment-type
      products   consist  of  policy   charges   for  the  cost  of   insurance,
      administration, and surrenders during the period. Premiums on accident and
      health  insurance  are  reported as earned  over the  contract  term.  The
      portion of accident and health  premiums which is not earned at the end of
      a reporting period is recorded as unearned premiums. Estimates of premiums
      due but not yet  collected are accrued.  Policy  benefits and expenses are
      associated with earned premiums on long-duration  contracts resulting in a
      level recognition of profits over the anticipated life of the contracts.

      Policy  acquisition  costs for  traditional  life  insurance  products are
      generally  deferred and  amortized  over the premium  paying period of the
      policy.  Deferred policy  acquisition  costs and policy  initiation  costs
      related to universal  life and  investment-type  products are amortized in
      relation to expected gross profits over the life of the policies (see Note
      3).

      The  liability  for future  policy  benefits and  policyholders'  contract
      deposits is established using assumptions described in Note 4.

   (e)Policy and Contract  Claims:  Policy and contract  claims include  amounts
      representing: (1) the actual in-force amounts for reported life claims and
      an estimate of incurred but unreported claims; and (2) an estimate,  based
      upon prior  experience,  for accident and health reported and incurred but
      unreported  losses.  The methods of making such estimates and establishing
      the  resulting  reserves  are  continually  reviewed  and  updated and any
      adjustments resulting therefrom are reflected in income currently.




                                      F-10
<PAGE>



1. Summary of Significant Accounting Policies - (continued)

   (f)Separate and Variable  Accounts:  These accounts represent funds for which
      investment  income and investment  gains and losses accrue directly to the
      policyholders.  Each account has specific investment  objectives,  and the
      assets are carried at market value. The assets of each account are legally
      segregated  and are not  subject  to claims  which  arise out of any other
      business of the Company.

   (g)Reinsurance Assets:  Reinsurance assets include the balances due from both
      reinsurance  and  insurance  companies  under the  terms of the  Company's
      reinsurance  arrangements  for  ceded  unearned  premiums,  future  policy
      benefits   for  life  and  accident   and  health   insurance   contracts,
      policyholders'  funds on deposit and policy and contract  claims.  It also
      includes funds held under reinsurance treaties.

   (h) Accounting Standards:

      In March 1995,  the  Financial  Accounting  Standards  Board (FASB) issued
      Statement of Financial  Accounting  Standards No. 121  "Accounting for the
      Impairment of Long-lived  Assets and for Long-lived  Assets to Be Disposed
      Of" (FASB 121). This statement requires that long-lived assets and certain
      identifiable  intangibles  be reviewed for impairment  whenever  events or
      changes in circumstances indicate that the carrying amount of an asset may
      not be recoverable and an impairment loss must be recognized.

      FASB 121 was effective  for the Company  commencing  January 1, 1996.  The
      adoption of this statement  during 1996 had no  significant  effect on the
      Company's result of operations, financial condition or liquidity.

      In  December  1995,   FASB  issued  "Special   Report,   a  Guide  to  the
      Implementation of Statement No. 115 on Accounting for Certain  Investments
      in Debt and Equity  Securities".  Among other things,  this guide provided
      for  a  transition  provision  permitting  a  one-time  transfer  of  debt
      securities from the held to maturity  classification  to the available for
      sale classification.  The Company did not transfer any securities from the
      held to maturity classification to the available for sale classification.

   (i)During  1996,  the  Company  changed  it's  method  of  accounting  for  a
      subsidiary to reflect the minority interest.  The financial statements for
      1994 and 1995 have been reclassified to conform to this presentation.

2.  Investment Information

  a) Statutory  Deposits:  Securities  with a carrying  value of  $2,460,000 
     and $2,639,000  were  deposited by the Company  under  requirements  of 
     regulatory authorities as of December 31, 1996 and 1995, respectively.


                                      F-11
<PAGE>

2.  Investment Information - (continued)

   (b) Net Investment  Income:  An analysis of net  investment  income is as 
       follows  (in thousands):

<TABLE>
<CAPTION>


                                                           Years ended  December  31,
                                                        1996          1995       1994
                                                       -------    --------   --------
      
     <S>                                             <C>        <C>          <C>                                           
      Fixed maturities                                $164,548     138,341    $109,826
      Equity securities                                    219         225         241
      Mortgage loans                                    22,797      19,399      14,655
      Real estate                                        2,125         997       1,584
      Policy loans                                     314,020     268,454     108,453
      Cash and short-term investments                    2,924       4,348       1,684
          Other invested assets                          2,549       6,129       4,070
                                                    ----------  ----------  ----------
            Total investment income                    509,182     437,893     240,513

      Investment expenses                                4,521       2,210       1,301
                                                    ---------- -----------  -----------

            Net investment income                     $504,661    $435,683    $239,212
                                                      ========    ========     ========
</TABLE>


(c)  Investment  Gains and Losses:  The net realized  capital gains (losses) and
  change in unrealized  appreciation  (depreciation)  of  investments  for 1996,
  1995 and 1994 are summarized below (in thousands):

<TABLE>
<CAPTION>

                                                         Years  ended  December 31,
                                                         -------------------------
                                                         1996       1995      1994  
                                                         --------------------------
<S>                                                  <C>       <C>        <C>                                                       
                                                                                                                                    
      Equity securities                                     28         712       442
      Mortgage loans                                         -      (1,000)   (1,223)
      Other invested assets                                  -          37     2,744
                                                 ------------- -----------  --------
      Net realized gains                              $    (51)   $   (417)  $ 1,953
                                                     ==========  ==========  =========


   Change in unrealized appreciation 
       (depreciation) of investments: 
        Fixed maturities                             $ (58,659)    $168,561  $(90,779)
      Equity securities                                  1,517           69       293
          Other invested assets                          6,897        1,373     5,582
                                                     -----------   --------------------
      Net change in unrealized appreciation
       (depreciation) of investments                 $ (50,245)   $170,003  $(84,904)
                                                     ==========   ========  =========
</TABLE>


      Proceeds from the sale of  investments  in fixed  maturities  during 1996,
      1995  and   1994   were   $40,098,000,   $36,678,000,   and   $17,431,000,
      respectively.

      During  1996,  1995 and  1994,  gross  gains of  $176,000,  $109,000,  and
      $394,000,  respectively,  and gross  losses  of  $255,000,  $275,000,  and
      $404,000,  respectively,  were realized on  dispositions of fixed maturity
      investments.



                                      F-12
<PAGE>
                                    


2. Investment Information - (continued)

      During  1996,  1995 and  1994,  gross  gains  of  $28,000,  $712,000,  and
      $442,000, respectively, were realized on disposition of equity securities.

   (d)Market  Value  of  Fixed   Maturities  and  Unrealized   Appreciation   of
      Investments:  At December 31, 1996 and 1995,  unrealized  appreciation  of
      investments in equity securities  (before applicable taxes) included gross
      gains of  $2,265,000  and  $833,000  and  gross  losses  of  $235,000  and
      $320,000, respectively.

      The amortized  cost and estimated  market values of  investments  in fixed
      maturities at December 31, 1996 and 1995 are as follows (in thousands):
<TABLE>
<CAPTION>

                                                     Gross     Gross
      1996                            Amortized   Unrealized  Unrealized  Market
                                      Cost        Gains       Losses      Value
      -----                           ---------   ----------  ---------   ------
     <S>                           <C>          <C>        <C>       <C>    
      
     Fixed maturities:
       U.S. Government and government
         agencies and authorities    $  47,848     $ 7,814        $151   $55,511
       States, municipalities and
         political subdivisions        327,944      15,525       1,934   341,535
       Foreign governments              33,340       2,855         113    36,082
       All other corporate           1,781,448      71,994      15,244 1,838,198
                                     ---------  ----------  ---------- ----------

      Total fixed maturities        $2,190,580     $ 98,188  $ 17,442 $2,271,326
                                     =========  ========== ==========  =========
</TABLE>
<TABLE>
<CAPTION>




                                                     Gross        Gross
      1995                            Amortized   Unrealized  Unrealized  Market
                                      Cost        Gains       Losses      Value
     ------                           ---------   ----------  ----------  ------
<S>                                <C>          <C>        <C>         <C>    
      

     Fixed maturities:
       U.S. Government and government
         agencies and authorities    $  45,872   $  12,144  $       -   $  58,016
       States, municipalities and
         political subdivisions        345,049      22,975         24     368,000
       Foreign governments              30,515       4,158         30      34,643
       All other corporate           1,402,424     106,513       6,331  1,502,606
                                    ----------   ---------  ----------  ---------

      Total fixed maturities        $1,823,860  $  145,790  $   6,385  $1,963,265
                                     =========   ========= ==========  =========
</TABLE>





                                      F-13
<PAGE>
                                    



2. Investment Information - (continued)

      The  amortized  cost and  estimated  market  value  of  fixed  maturities,
      available  for sale at December 31, 1996,  by  contractual  maturity,  are
      shown  below  (in  thousands).   Actual   maturities   could  differ  from
      contractual  maturities  because  certain  borrowers may have the right to
      call or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>

                                                                    Estimated
                                                  Amortized         Market
                                                  Cost              Value
<S>                                            <C>              <C>   

      Due in one year or less                  $   74,325        $   76,640
      Due after one year through five years       598,151           615,822
      Due after five years through ten years      818,547           849,841
      Due after ten years                         699,557           729,023
                                                ---------         ---------

                                               $2,190,580        $2,271,326
</TABLE>

   (e)CMO's:  CMO's are U.S.  Government and Government agency backed and triple
      A-rated  securities.  In the preceding table,  CMO's are included in other
      corporate  fixed  maturities.  At December  31, 1996 and 1995,  the market
      value  of  the  CMO   portfolio   was   $435,313,000   and   $457,111,000,
      respectively;  the estimated amortized cost was approximately $419,276,000
      in 1996 and  $433,481,000  in 1995. The Company's CMO portfolio is readily
      marketable.  There were no derivative (high risk) CMO securities contained
      in the portfolio at December 31, 1996.

   (f)Fixed Maturities  Below  Investment  Grade: At December 31, 1996 and 1995,
      the fixed  maturities held by the Company that were below investment grade
      had  an  aggregate   amortized  cost  of  $136,502,000   and  $74,622,000,
      respectively,   and  an  aggregate   market  value  of  $135,218,000   and
      $73,894,000, respectively.

   (g) Non-income Producing Assets: Non-income producing assets were 
       insignificant.

   (h)Investments  Greater than 10% Equity:  The market value of  investments in
      the  following  companies and  institutions  exceeded 10% of the Company's
      total stockholders' equity at December 31, 1996 (in thousands):

      Fixed Maturities:
      Ford Motor Credit Corporation         $   38,202
      GMAC                                  $   49,541

      Other Invested Assets:
      Equity Linked Investors II, L.P.      $   43,808




                                      F-14
<PAGE>
                                    



3.  Deferred Policy Acquisition Costs

      The following reflects the policy acquisition costs deferred (commissions,
      direct  solicitation  and other  costs)  which will be  amortized  against
      future  income and the  related  current  amortization  charged to income,
      excluding  certain  amounts  deferred and amortized in the same period (in
      thousands).  The  1996  and  1995  amortization  includes  $6,096,000  and
      $9,455,000,  respectively,  to recognize excess loss experienced on credit
      insurance.

<TABLE>
<CAPTION>


                                                   Years  ended  December 31,
                                                   ---------------------------
                                                    1996      1995        1994
                                                    ---------------------------

     <S>                                        <C>         <C>          <C>  
     
      Balance at beginning of year               $60,625     $54,474     $39,568
      Acquisition costs deferred                  43,534      35,008      29,442
      Amortization charged to income             (19,872)    (28,857)    (14,536)
                                                 -------    --------    --------
      Balance at end of year                     $84,287     $60,625     $54,474
                                                 =======     =======     =======
</TABLE>


4.  Future Policy Benefits and Policyholders' Funds on Deposit

(a)The  analysis  of the future  policy  benefits  and  policyholders'  funds on
   deposit at December 31, 1996 and 1995 follows (in thousands):
<TABLE>
<CAPTION>


                                                          1996              1995
                                                    ----------          --------
     <S>                                          <C>               <C>          
      Future Policy Benefits:
      Long duration contracts                       $  624,659       $   556,669
      Short duration contracts                           5,861             9,818
                                                   -----------      ------------
                                                    $  630,520       $   566,487
                                                    ==========       ===========

      Policyholders' funds on deposit:
      Annuities                                   $  1,082,217       $   944,629
      Universal life                                   130,413           171,564
      Guaranteed investment contracts (GICs)           278,680           249,844
      Corporate owned life markets                   2,314,149         3,204,912
           Other investment contracts                    4,636             4,046
                                                 -------------       -----------

                                                    $3,810,095        $4,574,995
                                                    =========          =========
</TABLE>


   (b)Long duration contract liabilities included in future policy benefits,  as
      presented in the table above, result from traditional life products. Short
      duration contract  liabilities are primarily accident and health products.
      The liability for future policy benefits has been  established  based upon
      the following assumptions:

       (i)  Interest  rates for  traditional  life  insurance  products  are 9.5
        percent  graded to 7.0 percent over 30 years.  The  liability for future
        policy benefits for universal life insurance has been established  using
        FASB 97 and  assumes a 1.0 percent  investment  margin.  Interest  rates
        (exclusive of immediate/terminal funding annuities),  which vary by year
        of  issuance  and  products,  range from 3.0  percent  to 10.0  percent.
        Interest rates on immediate/terminal  funding annuities are at a maximum
        of 12.2 percent and grade to not greater than 7.5 percent.

      (ii)  Mortality  and  withdrawal  rates are based upon  actual  experience
        modified to allow for  variations in policy form.  The weighted  average
        lapse rate, including  surrenders,  for individual life approximated 1.9
        percent.


                                      F-15
<PAGE>



4.  Future Policy Benefits and Policyholders' Funds on Deposit - (continued)

   (c)The liability  for  policyholders'  funds on deposit has been  established
      based on the following assumptions:

       (i)  Interest  rates  credited  on  deferred  annuities  vary  by year of
        issuance  and range from 3.0 percent to 8.0 percent.  Credited  interest
        rate  guarantees  are  generally  for a period of one  year.  Withdrawal
        charges generally range from 6.0 percent to 10.0 percent grading to zero
        over a period of 6 to 10 years.

      (ii) GICs have market value withdrawal  provisions for any funds withdrawn
      other than benefit responsive payments.  Interest rates credited generally
      range from 4.7  percent to 8.1 percent  and  maturities  range from 2 to 7
      years.

     (iii)  Interest  rates  on  corporate-owned  life  insurance  business  are
      guaranteed  at 4.0 percent and the weighted  average rate credited in 1996
      was 9.4 percent.

     (iv) The universal life funds,  exclusive of corporate owned life insurance
      business,  have credited  interest rates of 5.9 percent to 7.5 percent and
      guarantees  ranging from 3.5 percent to 5.5 percent  depending on the year
      of issue.  Additionally,  universal  life funds are  subject to  surrender
      charges  that amount to 10.0 percent of the fund balance and grade to zero
      over a period not longer than 20 years.

5.  Income Taxes

   (a)The  Federal  income tax rate  applicable  to  ordinary  income is 35% for
      1996, 1995 and 1994. Actual tax expense on income from operations  differs
      from the  "expected"  amount  computed by applying the Federal  income tax
      rate because of the following (in thousands except percentages):
<TABLE>
<CAPTION>


                                       Years   ended   December 31,
                                  1996               1995             1994
                                Percent             Percent           Percent
                                  of                  of                of
                                pre-tax             pre-tax           pre-tax
                               operating           operating         operating
                            Amount    Income    Amount    Income  Amount  Income
                            ----------------    ----------------  --------------

<S>                        <C>     <C>      <C>         <C>     <C>      <C>
 
"Expected" income tax
    expense                $ 18,125  35.0%   $ 12,155     35.0% $ 8,436   35.0%
 Prior year federal                                              
    income tax benefit          (51) (0.1)       (798)     (2.3)      -      -
     State income tax           850   1.6         894       2.6      197    0.8
 Other                          677   1.3         119       0.3       35    0.2
                           --------- ----      --------- ------  -------   -----
 Actual income tax expense   $19,601  37.8%   $ 12,370     35.6% $ 8,668   36.0%
                             =============     ========    ====   =======   ====
</TABLE>


                                      F-16
<PAGE>

5.  Income Taxes - (continued)

   (b) The  components  of the net  deferred  tax  liability  were  as  follows 
       (in thousands):
<TABLE>
<CAPTION>

                                                     Years ended December 31,
                                                           1996         1995
<S>                                                     <C>       <C>    
                                                            
   Deferred tax assets:
  Adjustment to life reserves                           $41,522      $24,940
  Adjustments to mortgage loans and investment income     2,531        2,546
  Adjustment to policy and contract claims               10,687       11,725
  Other                                                   2,585        1,232
                                                         57,325       40,443
                                                       ---------     --------

   Deferred tax liabilities:
      Deferred policy acquisition costs          $       23,047      $ 13,040
      Unrealized appreciation on investments             33,823        47,209
      Bond discount                                       4,085         3,458
      Other                                               2,083         1,321
                                                     ----------      ---------
                                                         63,038        65,028
                                                      ---------       --------

      Net deferred tax liability                    $     5,713      $ 24,585
                                                     ==========       ========

</TABLE>

   (c)At  December  31,  1996,  accumulated  earnings of the Company for Federal
      income tax purposes include  approximately  $2,204,000 of  "Policyholders'
      Surplus"  as  defined  under  the  Code.  Under  provisions  of the  Code,
      "Policyholders'  Surplus" has not been currently  taxed but would be taxed
      at  current  rates if  distributed  to the  Parent.  There  is no  present
      intention to make cash  distributions  from  "Policyholders'  Surplus" and
      accordingly, no provision has been made for taxes on this amount.

   (d)Income  taxes  paid in 1996,  1995,  and  1994  amounted  to  $25,412,000,
      $26,030,000, and $25,052,000, respectively.


6.  Commitments and Contingencies

      The Company,  in common with the insurance industry in general, is subject
      to litigation, including claims for punitive damages, in the normal course
      of their business.  The Company does not believe that such litigation will
      have a material effect on its operating results and financial condition.

7.  Fair Value of Financial Instruments

   (a)Statement of Financial  Accounting  Standards No. 107  "Disclosures  about
      Fair Value of Financial  Instruments"  (FASB 107)  requires  disclosure of
      fair  value  information  about  financial  instruments  for  which  it is
      practicable to estimate such fair value.  These financial  instruments may
      or may not be recognized in the balance sheet.  In the  measurement of the
      fair value of certain of the financial  instruments,  quoted market prices
      were not available and other  valuation  techniques  were utilized.  These
      derived fair value estimates are significantly affected by the assumptions
      used. FASB 107 excludes  certain  financial  instruments,  including those
      related to insurance contracts.


                                      F-17
<PAGE>



7.  Fair Value of Financial Instruments - (continued)

      The  following  methods  and  assumptions  were  used  by the  Company  in
      estimating the fair value of the financial instruments presented:

      Cash and short term  investments:  The  carrying  amounts  reported in the
      balance sheet for these instruments approximate fair values.

      Fixed  maturities:  Fair values for fixed maturity  securities  carried at
      market value are generally  based upon quoted market  prices.  For certain
      fixed maturities for which market prices were not readily available,  fair
      values were  estimated  using values  obtained  from  independent  pricing
      services.

      Equity  securities:  Fair  values  for equity  securities  were based upon
      quoted market prices.

      Mortgage and policy loans:  Where  practical,  the fair values of loans on
      real estate were estimated using discounted cash flow  calculations  based
      upon the  Company's  current  incremental  lending  rates for similar type
      loans.  The fair value of the  policy  loans  were not  calculated  as the
      Company  believes it would have to expend excessive costs for the benefits
      derived.  Therefore,  the fair  value of  policy  loans was  estimated  at
      carrying value.

      Interest rate cap:  Fair values for the interest  rate cap were  estimated
      using values obtained from an independent pricing service.

      Policyholders'  funds on  deposit:  Fair  value of  policyholder  contract
      deposits were estimated using discounted cash flow calculations based upon
      interest rates  currently being offered for similar  contracts  consistent
      with those remaining for the contracts being valued.

   (b) The fair value and carrying  amounts of financial  instruments 
       is as follows (in thousands):

<TABLE>
<CAPTION>



      1996                                             Fair        Carrying
                                                       Value       Amount
     <S>                                       <C>           <C>    

      Cash and short-term investments           $    105,816  $    105,816
      Fixed maturities                             2,271,326     2,271,326
      Equity securities                                5,578         5,578
      Mortgage and policy loans                    2,183,873     2,171,324
         Interest rate cap                                75            94

      Policyholders' funds on deposit            $ 3,832,601   $ 3,810,095

      1995                                            Fair        Carrying
                                                       Value       Amount
      Cash and short-term investments           $    203,784  $    203,784
      Fixed maturities                             1,963,265     1,963,265
      Equity securities                                4,990         4,990
      Mortgage and policy loans                    3,216,321     3,200,853
         Interest rate cap                               144           170

      Policyholders' funds on deposit            $ 4,592,841   $ 4,574,995

</TABLE>

                                      F-18
<PAGE>




8.  Stockholders' Equity

   (a)The  maximum  stockholder   dividend  which  can  be  paid  without  prior
      regulatory  approval  is subject to  restrictions  relating  to  statutory
      surplus and statutory net gain from operations. These restrictions limited
      payment of dividends to  $39,027,000  during 1996,  however,  no dividends
      were paid during the year.

   (b)The  Company's  stockholders'  equity as  determined  in  accordance  with
      statutory  accounting  practices was $221,567,000 at December 31, 1996 and
      $176,952,000  at  December  31,  1995.  Statutory  net income  amounted to
      $47,074,000,  $39,712,000,  and  $47,002,000  for  1996,  1995  and  1994,
      respectively.

9.  Employee Benefits

   (a)The   Company   participates   with  its   affiliates   in  a   qualified,
      non-contributory,  defined  benefit  pension plan which is administered by
      the Parent. All qualified employees who have attained age 21 and completed
      twelve months of continuous  service are eligible to  participate  in this
      plan.  An employee  with 5 or more years of service is entitled to pension
      benefits  beginning at normal retirement age 65. Benefits are based upon a
      percentage of average final  compensation  multiplied by years of credited
      service limited to 44 years of credited service. Prior to January 1, 1996,
      the average final compensation is subject to certain  limitations.  Annual
      funding  requirements  are determined based on the "projected unit credit"
      cost method which  attributes  a pro rata  portion of the total  projected
      benefit  payable at normal  retirement  to each year of credited  service.
      Pension  expense for current  service costs,  retirement  and  termination
      benefits  for the  years  ended  December  31,  1996,  1995 and 1994  were
      approximately $400,000, $304,000, and $179,000, respectively. The Parent's
      plans do not separately  identify  projected benefit  obligations and plan
      assets  attributable  to  employees  of  participating   affiliates.   The
      projected  benefit  obligations  exceeded  the plan assets at December 31,
      1996 by $42,149,000.

   (b)The Parent also sponsors a voluntary  savings plan for domestic  employees
      (a 401(k)  plan),  which,  during the two years ended  December  31, 1994,
      provided for salary  reduction  contributions  by  employees  and matching
      contributions  by  the  Parent  of  up  to 2  percent  of  annual  salary.
      Commencing  January  1,  1995,  the  401(k)  plan  provided  for  matching
      contributions  by the Parent of up to 6 percent of annual salary depending
      on the employee's years of service.

   (c)In addition to the Parent's  defined  benefit pension plan, the Parent and
      its  subsidiaries  provide a  post-retirement  benefit program for medical
      care and life  insurance.  Eligibility  in the various  plans is generally
      based upon  completion  of a  specified  period of  eligible  service  and
      reaching a specified age.

   (d)The  Parent  applies  APB  Opinion  25  "Accounting  for  Stock  issued to
      Employees"  and  related  interpretations  in  accounting  for its  plans.
      Employees  of the Company  participate  in certain  stock option and stock
      purchase  plans of the Parent.  In general,  under the stock  option plan,
      officers  and other key  employees  are granted  options to  purchase  AIG
      common  stock at a price not less than  fair  market  value at the date of
      grant. In general,  the stock purchase plan provide for eligible employees
      to receive privileges to purchase AIG common stock at a price equal to 85%
      of the fair market value on the date of grant of the  purchase  privilege.
      The Parent has not  recognized  compensation  costs for either  plan.  The
      effect of the compensation costs, as determined consistent with
      FASB  123,  was not  computed  on a  subsidiary  basis,  but  rather  on a
      consolidated  basis for all  subsidiaries  of the Parent and therefore are
      not presented herein.


                                      F-19
<PAGE>





10.  Leases

   (a)The  Company  occupies  leased  space  in  many  locations  under  various
      long-term  leases  and  has  entered  into  various  leases  covering  the
      long-term  use of data  processing  equipment.  At December 31, 1996,  the
      future minimum lease payments under  operating  leases were as follows (in
      thousands):

            Year                          Payment

      1997                               $  3,833 
      1998                                  2,785    
      1999                                  1,846    
      2000                                  1,596    
      2001                                  1,471    
      Remaining years after 2001            4,414
                                           -------

                                     Total $15,945
                                           -------
                                           -------
      Rent expense approximated $4,263,000,  $3,764,000,  and $3,542,000 for the
      years ended December 31, 1996, 1995 and 1994, respectively.

   (b) Sublease Income -The Company does not participate in sublease agreements.


11.  Reinsurance

   (a)The  Company  reinsures  portions  of its life  and  accident  and  health
      insurance  risks with  unaffiliated  companies.  Life insurance  risks are
      reinsured  primarily under coinsurance and yearly renewable term treaties.
      Accident  and  health  insurance  risks  are  reinsured   primarily  under
      coinsurance,  excess of loss and quota share treaties. Amounts recoverable
      from reinsurers are estimated in a manner  consistent with the assumptions
      used for the underlying  policy  benefits and are presented as a component
      of  reinsurance  assets.  A  contingent  liability  exists with respect to
      reinsurance  ceded to the extent that any  reinsurer is unable to meet the
      obligations assumed under the reinsurance agreements.

      The Company  also  reinsures  portions of its life and accident and health
      insurance risks with affiliated companies (see Note 12). The effect of all
      reinsurance  contracts,  including  reinsurance assumed, is as follows (in
      thousands, except percentages):
<TABLE>
<CAPTION>

                                                                                 Percentage
                                                                                 of Amount
December 31, 1996                                                                 Assumed
                            Gross       Ceded          Assumed           Net       to Net
                            -----       -----          -------           ---      --------
<S>                    <C>          <C>            <C>           <C>              <C>   

Life Insurance in Force $53,854,456 $17,392,184      $ 605,831    $37,068,103     1.6%
                        ===========    ============  ===========  =============
 
   Premiums:
    Life                  187,886       49,150             327        139,063      -
    Accident and Health    97,971       28,359         107,447        177,059     60.7%
    Annuity                78,358            -               -         78,358      -
        ---------------   ---------   ----------     ----------     ----------                

   Total Premiums        $ 364,215      $77,509      $ 107,774       $394,480     27.3%
                       ============  ============   =============  =============
</TABLE>




                                      F-20
<PAGE>


11.  Reinsurance - (continued)

<TABLE>
<CAPTION>
                                                                                 Percentage
                                                                                  of Amount
   December 31, 1995                                                              Assumed
                                  Gross       Ceded     Assumed        Net        to Net
   <S>                      <C>             <C>         <C>         <C>          <C>   

    Life Insurance in Force $48,644,007     $16,635,298  $58,966    $32,067,675
                           ===========     ===========  ==========    ===========   0.2%

      Premiums:
       Life                  184,981          33,768      1,670     152,883         1.1%
       Accident and Health    72,473          16,800     93,060     148,733        62.6%
       Annuity                62,886                -       -         62,886
                      --------------     ---------------------------------------
             -

      Total Premiums   $     320,340         $50,568    $ 94,730   $ 364,502        26.0%
                       ==================  ============  =========  ========
</TABLE>

<TABLE>
<CAPTION>

                                                                                 Percentage
                                                                                 of Amount
   December 31, 1994                                                              Assumed
                              Gross        Ceded             Assumed       Net    to Net
     <S>                    <C>         <C>            <C>             <C>       <C>    

    Life Insurance in Force$38,375,181     $16,500,870  $   19,298    $21,893,609   0.1%
                           ===========     ===========  ==========    ===========
       

      Premiums:
       Life                  130,716        7,233             (10)     123,473        -
       Accident and Health    66,026       13,949           79,810     131,887      60.5%
       Annuity                10,630            -               -      10,630         -
                      --------------     ----------------------------------------
           

      Total Premiums   $     207,372$      21,182     $    79,800   $    265,990    30.0%
                       ==========================      ==========   ============
</TABLE>

   (b) The maximum amount retained on any one life by the Company is $1,000,000.

   (c)Reinsurance   recoveries,   which  reduced   death  and  other   benefits,
      approximated $54,456,000, $51,264,000, and $34,252,000,  respectively, for
      each of the years ended December 31, 1996, 1995 and 1994.

      The Company's reinsurance arrangements do not relieve the Company from its
      direct obligation to its insureds.
                                  

12.  Transactions with Related Parties

   (a)The  Company  is  party  to  several   reinsurance   agreements  with  its
      affiliates  covering certain life and accident and health insurance risks.
      Premium  income and  commission  ceded for 1996 amounted to $1,345,000 and
      $0, respectively. Premium income and commission ceded for 1995 amounted to
      $1,269,000 and $1,000,  respectively.  Premium income and commission ceded
      to  affiliates  amounted  to  $1,267,000  and  $2,000  for the year  ended
      December 31, 1994.  Premium income and ceding  commission  expense assumed
      from affiliates aggregated $103,885,000 and $27,609,000, respectively, for
      1996, compared to $90,688,000 and $23,422,000, respectively, for 1995, and
      $75,005,000 and $20,374,000, respectively for 1994.


                                      F-21
<PAGE>







12.  Transactions with Related Parties - (continued)

   (b)The  Company  is  party  to  several  cost  sharing  agreements  with  its
      affiliates.  Generally,  these  agreements  provide for the  allocation of
      costs upon either the specific identification basis or a proportional cost
      allocation basis which management believes to be reasonable. For the years
      ended  December  31,  1996,   1995  and  1994,  the  Company  was  charged
      $28,277,000,  $23,193,000,  and  $21,392,000,  respectively,  for expenses
      attributed  to the Company but  incurred  by  affiliates.  During the same
      period, the Company received  reimbursements  from affiliates  aggregating
      $17,598,000,   $14,496,000,  and  $13,383,000,   respectively,  for  costs
      incurred by the Company but attributable to affiliates.

   (c) During 1996, the Company purchased  1,500,000 shares of AIG Life Ireland,
LTD., a subsidiary.

<PAGE>



                                        PART A                                  
<PAGE>

                                AIG LIFE INSURANCE COMPANY
                                      One Alico Plaza
                                Wilmington, Delaware 19899

                                   INDIVIDUAL AND GROUP
                            SINGLE PREMIUM AND FLEXIBLE PREMIUM
                                VARIABLE ANNUITY CONTRACTS

                                         issued by

                                    VARIABLE ACCOUNT I

                                            and

                                AIG LIFE INSURANCE COMPANY

      The  Individual  Deferred  Variable  Annuity  Contracts  (the  "Individual
Contracts") and Group Deferred Variable Annuity  Contracts  ("Group  Contracts")
(collectively,  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)  Plan").  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.

   
      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 Variable  Account invests in shares of
Alliance  Variable  Products Series Fund,  Inc. (the "Fund").  The Fund has made
availablethe   following   Portfolios:   Money  Market   Portfolio;   Short-Term
Multi-Market   Portfolio;   Growth  Portfolio;   Growth  and  Income  Portfolio;
International Portfolio; U.S. Government/High Grade Securities Portfolio;  North
American  Government  Income  Portfolio;  Global  Dollar  Government  Portfolio;
Utility Income Portfolio; Global Bond Portfolio; Premier Growth Portfolio; Total
Return Portfolio;  Conservative Investors Portfolio; Growth Investors Portfolio;
Worldwide  Privatization  Portfolio;  Quasar  Portfolio;  Real Estate Investment
Portfolio;  and Technology  Portfolio.  (See "Alliance  Variable Products Series
Fund,  Inc." on Page __.) The Fund  consists of other  portfolios  which are not
currently available for use by Variable Account I.

      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 May 1, 1997, call or write AIG Life Insurance Company; Attention: Variable
Products, One Alico Plaza, Wilmington, Delaware 19801, 1-800-340-2765.
    

INQUIRIES:   Purchaser   inquiries   can  be  made  by  calling  the  service   
office  at 1-800-255-8402.

      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.
   
      INVESTMENTS IN THESE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, AND ARE
NOT  GUARANTEED  OR  ENDORSED  BY, THE  ADVISER  OF ANY BANK OR BANK  AFFILIATE.
INVESTMENTS  ARE  NOT  FEDERALLY   INSURED  BY  THE  FEDERAL  DEPOSIT  INSURANCE
CORPORATION,  THE FEDERAL RESERVE BOARD, OR ANY OTHER  GOVERNMENTAL  AGENCY. ANY
INVESTMENT IN THE CONTRACT  INVOLVES  CERTAIN  INVESTMENT RISK WHICH MAY INCLUDE
THE POSSIBLE LOSS OF PRINCIPAL.     

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

THE CONTRACTS OFFERED BY THIS PROSPECTUS ARE NOT AVAILABLE IN ALL STATES.

   
                                           Date of Prospectus: May 1, 1997
    



                                       2
<PAGE>


                                      TABLE CONTENTS

                                                                                
                                                                  PAGE
Definitions....................................
Highlights.....................................
Summary of Expenses............................
Condensed Financial Information................

The Company....................................
The Variable Account...........................
The Fund.......................................

Charges and Deductions.........................

Administration of the Contracts................
Rights under the Contracts.....................
Annuity Period.................................
                                          
Death Benefit..................................

Purchasing a Contract..........................

Contract Value.................................
Withdrawals....................................

Taxes..........................................
Legal
Proceedings...........................................
Appendix - General Account Option......................
Table of Contents of the Statement of Additional Information.........




                                       3
<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 on last birthday.
    

Annuitant  - The person  upon whose  continuation  of life any  annuity  payment
involving life contingencies depends. The Annuitant is 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.

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.

Office - The  Annuity  Service  Office  of the  Company:  c/o  Delaware  Valley
FinancialServices, Inc., 300 Berwyn Park, P.O. Box 3031, Berwyn, Pennsylvania 
19312-0031.

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

   
Premium  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.
    

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., Eastern Standard Time (EST) ) 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.




                                       4
<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").  The Variable  Account invests in shares of the Fund. (See
"Alliance Variable Product Series Fund, Inc." on page .)

The Contracts provide that in the event that an Owner withdraws all or a portion
of the Contract Value within the first six years of a premium  payment 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 premium to
which the charge is applicable  for flexible  premium  contracts,  and 6% of the
Contract  Value for single  premium  Contracts,  subject to a maximum of 8.5% of
purchase  payments.  (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%.  (See "Charges and  Deductions - Deduction for State Premium  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.  (See "Charges
and Deductions - Deduction for Administrative Charge" on page .)

There are  deductions  and expenses paid out of the assets of the Fund which are
described in the accompanying Prospectus for the Fund.

   
Surrenders  and  withdrawals  may be taxable and subject to a penalty tax.  (See
"Taxes" beginning on page .)
    



   
The Owner may  return  the  Contract  within  twenty  (20) days (the  "Free Look
Period")  after it is  received  by  delivering  or mailing it to the  Company's
Office.  Single  Premium free look period is 10 days. 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. In the
case of Contracts  issued in connection  with an IRA the Company will refund the
greater of the purchase  payment,  less any withdrawals,  or 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.     


                                       5
<PAGE>

                                    SUMMARY OF EXPENSES


Owner Transaction Expenses                 

                                                               All Sub-Accounts


Sales Load Imposed on Purchases                                         None

    Deferred Sales Charge (as a percentage of amount surrendered):

      Single Premium Contracts            Flexible Premium Contracts

          Contract Year 1                           Premium Year 1       6%
          Contract Year 2                           Premium Year 2       5%
          Contract Year 3                           Premium Year 3       4%
          Contract Year 4                           Premium Year 4       3%
          Contract Year 5                           Premium Year 5       2%
          Contract Year 6                           Premium Year 6       1%
          Contract Year 7 and thereafter            Premium Year 7 
                                                    and thereafter      None

Exchange Fee Currently:
      First 12 Per Contract Year                                        None
                                                                        
      Thereafter                                                        $ 10    
      Annual Contract Fee                                               $ 30 
                                                                            
Separate Account Expenses                                                   
(as a percentage of average account value)                             1.25%  
      Mortality and Expense Risk Fees                                  0.15%  
      Account Fees and Expenses                                             
                                                                       1.40%  
Total Separate Account Annual Expenses                                      
                                                                     

<PAGE>


Annual Fund Expenses Net of Any Expense Reimbursements*
<TABLE>
<CAPTION>

                                                                             
                                                                  Total      
                                          Management   Other      Portfolio  
                                          Fee          Expenses   Expenses   
                                        ----------------------------------   
                                                                             
<S>                                     <C>        <C>      <C>              
                                                                             
Alliance Portfolios                                                          
Alliance Money Market                     0.50%   0.19%     0.69%            
Alliance Short-Term Multi-Market          0.00%   0.95%     0.95%            
Alliance Growth                           0.74%   0.19%     0.95%            
Alliance Growth and Income                0.63%   0.19%     0.82             
Alliance International                    0.04%   0.91%     0.95%            
Alliance U.S. Government                                                     
/High Grade Securities                    0.54%   0.36%     0.92%            
Alliance North American Government Income 0.19%   0.95%     0.95%            
Alliance Global Dollar Government         0.00%   0.95%     0.95%            
Alliance Utility Income                   0.19%   0.76%     0.95%            
Alliance Global Bond                      0.44%   0.50%     0.94%            
Alliance Premier Growth                   0.72%   0.23%     0.95%            
Alliance Total Return                     0.46%   0.49%     0.95%            
Alliance Conservative Investors           0.30%   0.65%     0.95%            
Alliance Growth Investors                 0.74%   0.19%     0.93%            
Alliance Worldwide Privatization          0.10%   0.85%     0.95%            
Alliance Technology(1)                      0.33%   0.52%     0.95%            
Alliance Quasar                           0.00%   0.95%     0.95%            
Alliance Real Estate Investment(2)         0.00%   0.95%     0.95%            
<FN>
                                                                   
(1) The expense  percentages  for the  Technology  and Quasar  Portfolio have been
annualized for both portfolios have not been in existence for a full year.      
(2) Expense  percentages for the Real Estate Investment  Portfolio  has been     
estimated.  
</FN>
</TABLE>
                                                                    
     The  purpose of the table set forth  above is to assist the  Purchaser  in
understanding the various costs and expenses that an Owner will bear directly or
indirectly.  The table reflects  expenses of the Variable Account as well as the
Fund.  (See "Charges and  Deductions" on page of this Prospectus and "Management
of the Fund" in the Fund Prospectus.)

      No  deduction  will be made for any Premium or other  taxes  levied by any
State  unless  imposed by the State where you reside.  Premium  taxes  currently
imposed on the  Contracts  by various  states  range from 0% to 3.5% of Premiums
paid. (See "Charges and Deductions Deduction for StatePremium Taxes" on page .)
                                                                         
      "Other  Expenses" are based upon the expenses  outlined  under the section
entitled "Management of the Fund" in the Fund Prospectus.                       
                                                                                
      Fund  operating  expenses  for each Series  before  reimbursement  by the
Fund's investment adviser were estimated to be .69% for the Money Market; 2.09 %
for the Short-Term  Multi-Market;  .93% for the Growth; 1.91% for International;
 .98% for the U.S.  Government/High Grade Securities;  1.15% for the Global Bond;
1.41% for the North  American  Government  Income;  1.97% for the Global  Dollar
Government;  1.51% for the Utility Income;  1.23% for the Premier Growth;  1.12%
for the Total Return;1.40 % for the Conservative Investors; 1.85% for the Growth
Investors; 1.85% for the Worldwide Privatization;  4.44% for the Quasar ; 6.00% 
for the Real Estate Investment ; and 1.62 % for the Technology Portfolio, of    
the  average  daily net  assets.                                                
                                                                             
      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
Purchase  Payment paid,  less any prior  withdrawals  at the time of withdrawal.
(See "Charges and Deductions - Deduction for Deferred Sales Charge" on page .)

                                       6
<PAGE>
   


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

                                   If     you   surrender   Single Premium
<TABLE>
<CAPTION>



Portfolio                              1 Year    3 Years     5 Years   10 Years

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

Money Market                              77          106        136       248
Short Term Multi-Market                   80          114        149       275
Growth                                    80          113        148       273
Growth and Income                         79          110        143       262
International                             80          114        149       275
A U.S. Gov't/High Grade Securities        80          113        148       272
North American Gov't Income               80          114        149       275
Global Dollar Government                  80          114        149       275
Utility Income                            80          114        149       275
Global Bond                               80          114        149       274
Premier Growth                            80          114        149       275
Total Return                              80          114        149       275
Conservative Investors                    80          114        149       275
Growth Investors                          80          114        149       275
Worldwide Privatization                   80          114        149       275
Technology                                80          114        149       275
Quasar                                    80          114        149       275
Real Estate Investment                    80          114        149       275
</TABLE>
    



                                       7
<PAGE>


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


                                If you surrender

Portfolio                           1 Year    3 Years       5 Years      10Years
- ---------                           ------    -----------   -------      --
<S>                                <C>        <C>      <C>            <C>  

Money Market                          76        103       133           248   
Short Term Multi-Market               78        111       147           275   
Growth                                78        111       146           273   
Growth and Income                     77        107       140           262   
International                         78        111       147           275   
A U.S. Gov't/High Grade Securities    78        110       145           272   
North American Gov't Income           78        111       147           275   
Global Dollar Government              78        111       147           275   
Utility Income                        78        111       147           275   
Global Bond                           78        111       146           274   
Premier Growth                        78        111       147           275   
Total Return                          78        111       147           275   
Conservative Investors                78        111       147           275   
Growth Investors                      78        111       147           275   
Worldwide Privatization               78        111       147           275   
Technology                            78        111       147           275   
Quasar                                78        111       147           275
Real Estate Investment                78        111        147          275

</TABLE>
    


Expenses on a hypothetical $1,000 Single or Flexible Premium  policy, 
assuming 5% growth :
<TABLE>
<CAPTION>
   



                                                            If you annuitize or
                                                            if you do not surrender


Portfolio                              1 Year      3 Years   5 Years  10 Years
- ---------                              ------      -------   -------  --------
<S>                                   <C>        <C>        <C>      <C>   

Money Market                             22         67        115     248
Short Term Multi-Market                  24         75        129     275
Growth                                   24         75        128     273
Growth and Income                        23         71        122     262
International                            24         75        129     275
U.S. Gov't/High Grade Securities         24         74        127     272
North American Gov't Income              24         75        129     275
Global Dollar Government                 24         75        129     275
Utility Income                           24         75        129     275
Global Bond                              24         75        128     274
Premier Growth                           24         75        129     275
Total Return                             24         75        129     275
Conservative Investors                   24         75        129     275
Growth Investors                         24         75        129     275
Worldwide Privatization                  24         75        129     275
Technology                               24         75        129     275
Quasar                                   24         75        129     275
Real Estate Investment                   24         75        129     275

</TABLE>

    
      THE EXAMPLE  SHOULD NOT BE CONSIDERED A  REPRESENTATION  OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.






                              CONDENSED FINANCIAL INFORMATION
                                ACCUMULATION UNIT VALUES*

<TABLE>
<CAPTION>


   
ALLIANCE  PORTFOLIOS                      1996             1995          1994     1993     1992

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

MONEY MARKET
    Accumulation Unit Value
      Beginning of Period                  10.63           10.26          10.08    10.00      N/A
      End of Period                        10.97           10.63          10.26    10.08      N/A
    Accum Units o/s @ end of period 4,320,223.01     1,856,020.37    431,319.86 8,487.20       N/A

SHORT-TERM MULTI-MARKET
    Accumulation Unit Value
      Beginning of Period                   9.99              9.49          10.29      9.79      N/A
      End of Period                        10.79              9.99           9.49      10.29      N/A
    Accum Units o/s @ end of period   461,069.70         115,207.71     95,717.60  14,511.57     N/A

GROWTH
    Accumulation Unit Value
      Beginning of Period                   13.97                10.48       10.00      N/A         N/A
      End of Period                         17.70                13.97       10.48      N/A         N/A
    Accum Units o/s @ end of period  5,856,812.02         2,215,092.12  467,688.06      N/A         N/A


GROWTH & INCOME
    Accumulation Unit Value

      Beginning of Period                 15.62                 11.67       11.88        10.78     10.00
      End of Period                       19.11                 15.62       11.67        11.88     10.78
    Accum Units o/s @ end of period4,509,118.40          1,554,549.81  438,680.32    28,041.82    800.00


INTERNATIONAL
    Accumulation Unit Value
    Beginning of Period                   11.60               10.71        10.17     10.00        N/A
    End of Period                         12.26               11.60        10.71     10.17        N/A
    Accum Units o/s @ end of period2,718,751.84          981,260.91   447,407.41 21,717.14        N/A


U.S. GOVERNMENT/ HIGH GRADE

    Accumulation Unit Value
      Beginning of Period                   11.07                9.42         9.95    10.00          N/A
      End of Period                         11.20               11.07         9.42     9.95          N/A
    Accum Units o/s @ end of period  1,838,415.41          914,988.76   320,574.64 41,210.45       N/A

</TABLE>
    


<PAGE>
<TABLE>
<CAPTION>


   
ALLIANCE  PORTFOLIOS                      1996           1995              1994       1993   1992

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

NORTH AMERICAN
GOVERNMENT INCOME
    Accumulation Unit Value
      Beginning of Period                  10.53          8.70            10.00         N/A    N/A
      End of Period                        12.33         10.53             8.70         N/A    N/A
  Accum Units o/s @ end of period   1,047,240.17   531,374.67        340,817.36         N/A    N/A

GLOBAL DOLLAR GOVERNMENT
    Accumulation Unit Value
      Beginning of Period                11.82          9.74        10.00             N/A    N/A
      End of Period                      14.56         11.82         9.74             N/A    N/A
  Accum Units o/s @ end of period   469,801.08    238,452.60    69,320.82             N/A    N/A

UTILITY INCOME
    Accumulation Unit Value
      Beginning of Period               11.82            9.87         10.00            N/A   N/A
      End of Period                     12.57           11.82         9.87             N/A   N/A
  Accum Units o/s @ end of period  812,579.02      358,005.39   111,604.02             N/A   N/A

GLOBAL BOND
    Accumulation Unit Value
    Beginning of Period                  12.64          10.28        11.00        9.96      10.00
      End of Period                      13.24          12.64        10.28        11.00      9.96
    Accum Units o/s @ end of period 579,082.99     213,886.71    85,875.16    18,846.45  5,444.00

PREMIER GROWTH
    Accumulation Unit Value
      Beginning of Period                14.54         10.15        11.13        10.00      10.00
      End of Period                      17.59         14.54        10.15        11.13      10.00
  Accum Units o/s @ end of period 3,971,452.13  1,252,211.18    223,550.22   35,271.53     2081.43


TOTAL RETURN
    Accumulation Unit Value
      Beginning of Period                  11.78         9.65        10.00        N/A        N/A
      End of Period                        13.37        11.78         9.65        N/A        N/A
    Accum Units o/s @ end of period 1,155,818.92   328,256.04    34,684.53        N/A        N/A

CONSERVATIVE INVESTORS
    Accumulation Unit Value
      Beginning of Period                  11.57        10.02        10.00         N/A      N/A
      End of Period                        11.84        11.57        10.02         N/A      N/A
    Accum Units o/s @ end of period 1,109,173.48   405,192.27    62,868.02         N/A      N/A

</TABLE>

    

<PAGE>
   

<TABLE>
<CAPTION>



ALLIANCE  PORTFOLIOS                  1996           1995              1994         1993  1992

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


GROWTH INVESTORS
    Accumulation Unit Value
      Beginning of Period                 11.65           9.81             10.00     N/A   N/A
      End of Period                       12.43          11.65             9.81      N/A   N/A
    Accum Units o/s @ end of period  609,405.23      292,173.06         29,492.78     N/A   N/A

WORLDWIDE PRIVATIZATION
    Accumulation Unit Value
      Beginning of Period                 10.99          10.05           10.00       N/A   N/A
      End of Period                       12.84          10.99            10.05       N/A   N/A
    Accum Units o/s @ end of period1,135,168.22     394,704.27       105,674.08        N/A  N/A

TECHNOLOGY
    Accumulation Unit Value
Beginning of Period                        10.00            N/A          N/A          N/A   N/A
      End of Period                        10.89            N/A          N/A          N/A   N/A
    Accum Units o/s @ end of period 2,127,691.68            N/A          N/A          N/A    N/A

QUASAR
    Accumulation Unit Value
      Beginning of Period                  10.00            N/A          N/A          N/A   N/A
      End of Period                        10.58            N/A          N/A          N/A   N/A
    Accum Units o/s @ end of period    649,902.74           N/A          N/A         N/A   N/A


REAL ESTATE INVESTMENT
    Accumulation Unit Value
      Beginning of Period              N/A               N/A           N/A        N/A   N/A
      End of Period                    N/A               N/A           N/A        N/A   N/A
    Accum Units o/s @ end of period    N/A               N/A           N/A        N/A   N/A
</TABLE>
    





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

 Premier Growth Portfolio                December 7, 1992 
           Growth & Income Portfolio               April 16,  1992  
           Short-Term  Multi-Market  Portfolio     June 25,  1992
           Global Bond  Portfolio                  May 10, 1993 
           Money Market  Portfolio                 May 13,1993 
           International Portfolio                 June 1, 1993 
           U.S. Government/High Yield
           Securities  Portfolio                   June 14, 1993 
           North American Government 
           Income Portfolio                        April 8, 1994 
           Global Dollar 
           Government  Portfolio                   May 26 , 1994
           Utility Income  Portfolio               June 15, 1994  
           Conservative Investors Portfolio        September 8,1994
           Growth Investors Portfolio              August 16, 1994
           Growth Portfolio                        August 12, 1994
           Total Return Portfolio                  September 12,1994
           Worldwide Privatization Portfolio       October 17,1994
           Technology Portfolio                    January22,1996
           Quasar Portfolio                        August 15,1996
           Real Estate Investment Portfolio        January 7,1997


<PAGE>



      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 30-day period ended on the date of the most recent
      balance sheet of the Company included in its registration  statement.  The
      yield is determined by dividing the net investment income per Accumulation
      Unit earned  during the period by the maximum  offering  price per 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 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 the 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 the 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 Lehman Brothers,  Inc.
      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 and the Variable 
Account may be found in the Statement of Additional Information.
    


<PAGE>


                                        THE COMPANY

   
            The Company is a stock life  insurance  company  which is  organized
      under the laws of the State of  Delaware in 1962.  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
      establish the Variable  Account  pursuant to Delaware  insurance  law. 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.

            The Variable Account is divided into  Sub-accounts,  with the assets
      of each  Sub-account  invested in one Series of the Fund. The Company may,
      from  time  to  time,  add  additional  series  to  the  Fund,  and,  when
      appropriate,  additional  mutual funds to act as the funding  vehicles for
      the Contracts.


                                         THE FUND

   
            Alliance Variable Products Series Fund, Inc. will act as the funding
      vehicle for the Contracts offered hereby.  The Fund is managed by Alliance
      Capital  Management  L.P.,  (the  "Investment  Manager").  The  Fund is an
      open-end,  diversified management investment company, which is intended to
      meet  differing  investment  objectives.  The Fund has made  available the
      following  Portfolios:  Money Market  Portfolio;  Short-Term  Multi-Market
      Portfolio;  Growth Portfolio;  Growth and Income Portfolio;  International
      Portfolio;  U.S.  Government/High Grade Securities Portfolio;  Global Bond
      Portfolio;  North  American  Government  Income  Portfolio;  Global Dollar
      Government Portfolio;  Utility Income Portfolio; Premier Growth Portfolio;
      Total Return Portfolio; Conservative Investors Portfolio; Growth Investors
      Portfolio;  Worldwide  Privatization  Portfolio;  Quasar  Portfolio;  Real
      Estate Investment Portfolio;  and Technology Portfolio.  The fund includes
      other portfolios which are not available for use by the Variable  Account.
      The Investment Manager has entered into a sub-advisory  agreement with AIG
      Global  Investors,  Inc.  (the  "Sub-Adviser"),  a subsidiary  of American
      International  Group,  Inc. and an  affiliate  of the Company,  to provide
      investment advice for the Global Bond Portfolio.
    

      A summary of investment  objectives is contained in the description of the
      Fund below. More detailed  information  including the investment  advisory
      fee and other  charges  assessed by the Fund,  may be found in the current
      Prospectus  for the Fund which contains a discussion of the risks involved
      in investing in the Fund.  The  Prospectus  for the Fund is included  with
      this Prospectus.  Additional  Prospectuses and the Statement of Additional
      Information  can be  obtained  by calling  the number on the cover page of
      this Prospectus. Please read both Prospectuses carefully before investing.

            The investment objectives of the are as follows:

      Money Market Portfolio

            This Portfolio  seeks safety of principal,  maintenance of liquidity
      and maximum current income by investing in a broadly diversified portfolio
      of money market securities.

      Short-Term Multi-Market Portfolio

            This Portfolio seeks the highest level of current income, consistent
      with what the Investment  Manager considers to be prudent  investment risk
      that is available from a portfolio of high-quality  debt securities having
      remaining maturities of not more than three years.

      Growth Portfolio

            This Portfolio  seeks growth of capital rather than current  income.
      In pursuing its  investment  objective,  the Growth  Portfolio will employ
      aggressive investment policies.  Since investments will be made based upon
      their  potential  for  capital   appreciation,   current  income  will  be
      incidental  to the  objective  of  capital  growth.  Because  of the risks
      involved in any  investment,  the  selection of securities on the basis of
      their  appreciation  possibilities  cannot ensure against possible loss in
      value.  Moreover,  to the  extent  the  Portfolio  seeks  to  achieve  its
      objective through such aggressive  investment  policies,  the risk of loss
      increases.  The Portfolio is therefore  not intended for  investors  whose
      principal objective is assured income or preservation of capital.

      Growth and Income Portfolio

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

      International Portfolio

            This  Portfolio  seeks to obtain a total  return on its assets  from
      long-term  growth of capital and from income  principally  through a broad
      portfolio  of  marketable  securities  of  established  non-United  States
      companies (or United States  companies  having their principal  activities
      and  interests  outside the United  States),  companies  participating  in
      foreign  economies  with  prospects  for growth,  and  foreign  government
      securities.


      North American Government Income Portfolio

            This Portfolio seeks the highest level of current income, consistent
      with what the adviser  considers to be prudent  investment  risk,  that is
      available from a portfolio of debt securities  issued or guaranteed by the
      governments  of the United  States,  Canada and  Mexico,  their  political
      subdivisions (including Canadian Provinces but excluding the States of the
      United States), agencies,  instrumentalities or authorities. The Portfolio
      seeks  high  current   yields  by  investing  in   government   securities
      denominated in local currency and U.S.  Dollars.  Normally,  the Portfolio
      expects to maintain at least 25% of its assets in  securities  denominated
      in the U.S. Dollar.

      Global Dollar Government Portfolio

            This  portfolio  seeks  a  high  level  of  current  income  through
      investing  substantially  all of its  assets in U.S.  and  non-U.S.  fixed
      income  securities  denominated  only  in  U.S.  Dollars.  As a  secondary
      objective, the Portfolio seeks capital appreciation.  Substantially all of
      the  Portfolio's  assets  will  be  invested  in  high  yield,  high  risk
      securities  that are  low-rated  (i.e.,  below  investment  grade),  or of
      comparable   quality  and  unrated,   and  that  are   considered   to  be
      predominately speculative as regards the issuer's capacity to pay interest
      and repay principal.

      Utility Income Portfolio

            This  Portfolio  seeks current  income and capital  appreciation  by
      investing primarily in the equity and fixed-income securities of companies
      int he "utilities  industry."  The  Portfolio's  investment  objective and
      policies  are  designed  to  take  advantage  of the  characteristics  and
      historical performance of securities of utilities companies. The utilities
      industry  consists of companies  engaged in the  manufacture,  production,
      generation,  provision,   transmission,  sale  and  distribution  of  gas,
      electric energy,  and  communications  equipment and services,  and in the
      provision of other utility or utility-related goods and services.

      U.S. Government/High Grade Securities Portfolio

            This Portfolio seeks a high level of current income  consistent with
      preservation  of capital by investing  principally  in a portfolio of U.S.
      Government Securities, and other high grade debt securities.

      Global Bond Portfolio

            This Portfolio  seeks to provide the highest level of current income
      consistent  with what the Fund's  Adviser and  Sub-Adviser  consider to be
      prudent investment risk that is available from a multi-currency  portfolio
      of high quality debt securities of varying maturities.

      Premier Growth Portfolio

            This Portfolio  seeks growth of capital rather than current  income.
      In pursuing its investment  objective,  the Premier Growth  Portfolio will
      employ  aggressive  investment  policies.  Since  investments will be made
      based on their potential for capital appreciation,  current income will be
      incidental  to the  objective  of capital  growth.  The  Portfolio  is not
      intended for  investors  whose  principal  objective is assured  income or
      preservation of capital.

      Total Return Portfolio

            This Portfolio  seeks to achieve a high return through a combination
      of current income and capital  appreciation  by investing in a diversified
      portfolio  of  common  and  preferred   stocks,   senior   corporate  debt
      securities,  and U.S. Government and Agency obligations,  bonds and senior
      debt securities.

      Conservative Investors Portfolio

            This Portfolio seeks the highest total return  without,  in the view
      of  the  Fund's  Adviser,  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 return  consistent with what
      the Fund's  Adviser  considers  to be  reasonable  risk by  investing in a
      diversified mix of publicly traded equity and fixed-income securities.

      Worldwide Privatization Portfolio

            This Portfolio  seeks  long-term  capital  appreciation by investing
      principally  in  equity   securities   issued  by  enterprises   that  are
      undergoing,  or  have  undergone,   privatization.   The  balance  of  the
      Portfolio's   investment  portfolio  will  include  equity  securities  of
      companies that are believed by the Fund's Adviser to be  beneficiaries  of
      the privatization process.

      Technology Portfolio

            This  Portfolio  seeks  growth  of  capital  through  investment  in
      companies expected to benefit from advances in technology.  The Technology
      Portfolio invests principally in a diversified  portfolio of securities of
      companies  which use technology  extensively in the  development of new or
      improved products or processes.

   
      Quasar Portfolio

            This  portfolio  seeks  growth of capital by  pursuing 
     aggressive  investment policies. The Portfolio  invests principally  
    in a  diversified  portfolio  of equity  securities  of any
   company and industry and in any type of security which 
  is believed to offer possibilities for capital appreciation.


      Real Estate Investment Portfolio

      This portfolio seeks a total return on its assets from long-term growth of
capital and from income  principally  through investing in a portfolio of equity
securities of issuers that are primarily engaged in or related to the
      real estate industry.
    
                  There is no assurance  that the  investment  objectives of the
      Portfolios will be met.



      Voting Rights

            The  Fund  does not  hold  regular  meetings  of  shareholders.  The
      Directors of the 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 the Fund. In accordance with its
      view of present  applicable  law,  the Company will vote the shares of the
      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 the 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 or the death of the  Annuitant  (or  Owner,  as
      applicable),  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.

            Shares  of the Fund  are  sold  only to  separate  accounts  of life
      insurance  companies.  The  shares  of the Fund  will be sold to  separate
      accounts of the Company and its  affiliate,  American  International  Life
      Assurance  Company of New York,  as well as to separate  accounts of other
      affiliated  or  unaffiliated  life  insurance  companies to fund  variable
      annuity  contracts  and/or  variable  life  insurance   policies.   It  is
      conceivable  that, in the future, it may be  disadvantageous  for variable
      life insurance separate accounts and variable annuity separate accounts to
      invest in the Fund  simultaneously.  Although  neither the Company nor the
      Fund currently  foresees any such  disadvantages,  either to variable life
      insurance  policyowners or to variable annuity Owners, the Fund's Board of
      Directors   will  monitor   events  in  order  to  identify  any  material
      irreconcilable  conflicts  which may possibly  arise and to determine what
      action,  if any,  should  be  taken in  response  thereto.  If a  material
      irreconcilable  conflict were to occur,  the relevant  participating  life
      insurance  companies  will take  whatever  steps are  necessary,  at their
      expense, to remedy or eliminate the irreconcilable  material conflict.  If
      such a conflict  were to occur,  one or more  insurance  company  separate
      accounts might withdraw its  investments in the Fund. This might force the
      Fund to sell securities at disadvantageous prices.

      Substitution Of Shares

            If the shares of the Fund (or any Series  within the Fund) should no
      longer be available for  investment by the Variable  Account or if, in the
      judgment of the Company,  further  investment in such shares should become
      inappropriate  in view of the  purpose of the  Contracts,  the Company may
      substitute  shares of another  mutual fund (or Series within the Fund) for
      Fund shares already purchased or to be purchased in the future by purchase
      payments under the Contracts. No substitution of securities may take place
      without  any  required  prior  approval  of the  Securities  and  Exchange
      Commission and under such requirements as it may impose.

      Allocation Of Purchase Payments to Sub-accounts

            Initial  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%.  Subsequent purchase payments
      under  flexible  premium  Contracts  may be made at any time  prior to the
      Annuity  Date and will be allocated  to the  Sub-accounts  selected by the
      Owner.  If no  selection is made,  subsequent  purchase  payments  will be
      allocated  to the  Sub-account(s)  selected by the Owner  according to the
      most recent  selection  request received at the Company's  Office.  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 initial  purchase payment under an IRA plan will be allocated to
      the Money Market Sub-account until the expiration of twenty (20) days from
      the day the Contract is mailed from the Company's  office.  Single Premium
      free look  period  is 10  days.Thereafter,  the  Contract  Value  shall be
      reallocated in accordance with instructions  specified in the application.
      In the case of flexible premium  Contracts,  subsequent  purchase payments
      will be directly  allocated  to the  Sub-account(s)  selected by the Owner
      according to the most recent  selection  request received at the Company's
      Office.
    

      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.  (See also "Appendix - General Account").

            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.

            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.



<PAGE>



                                  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 State Premium Taxes
    

            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% of  premiums  paid.  Some  states  assess
      premium  taxes at the time  purchase  payments  are  made;  others  assess
      premium taxes at the time of  annuitization.  Premium taxes are subject to
      being   changed   or  amended   by  state   legislatures,   administrative
      interpretations or judicial acts.

            .

      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 an Owner makes a withdrawal  in excess of the Free
      Withdrawal  Amount for the first  withdrawal in a Contract  Year, or makes
      subsequent  withdrawals  in a  Contract  Year,  other  than  by way of the
      Systematic  Withdrawal  Program  (See  "Withdrawals-Systematic  Withdrawal
      Program" on page _____), a Deferred Sales Charge may be imposed.  The Free
      Withdrawal  Amount for flexible  premium  Contracts is equal to 10% of the
      purchase  payments  paid,  less  any  prior  withdrawals  at the  time  of
      withdrawal;  however,  the  Deferred  Sales  Charge  applies only to those
      purchase  payments received within six (6) years of the date of surrender.
      (See,  however,  "Purchasing a Contract - Discount  Purchase  Programs" on
      page ____.) The Free  Withdrawal  Amount for a Single Premium  Contract is
      equal to 10% of the Contract Value at the time of withdrawal.

            The  Deferred  Sales Charge will vary in amount  depending  upon the
      time  which has  elapsed  since the date on which a purchase  payment  was
      made. In calculating  the Deferred  Sales Charge,  Premium is allocated to
      the amount  surrendered on a first-in,  first out basis. The amount of any
      withdrawal which exceeds the Free Withdrawal Amount will be subject to the
      following charges:

                                                       Applicable  Deferred
                                                            Sales Charge
   Single Premium Contracts     Flexible Premium Contracts
                                                               Percentage

    Contract Year 1               Premium Year 1                 6%  
    Contract Year 2               Premium Year 2                 5%  
    Contract Year 3               Premium Year 3                 4%  
    Contract Year 4               Premium Year 4                 3%  
    Contract Year 5               Premium Year 5                 2%  
    Contract Year 6               Premium Year 6                 1%  
    Contract Year 7               Premium Year 7 
    and thereafter                and thereafter                 None


            The aggregate Deferred Sales Charges paid with respect to a Contract
      shall not exceed 8.5% of the purchase payments 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 as a 403(b) Plans or IRA.
   (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 daily Administrative  Charge is deducted during the Accumulation
      Period and after the Annuity Date.

            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.  Surrenders and  withdrawals may be taxable and subject to a
      penalty tax. (See "Taxes" beginning on page .)
    

      Other Expenses

            There are deductions from and expenses paid out of the assets of the
      Fund which are described in the accompanying Prospectus for the Fund.


                              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 Owner's  records.  DVFS serves as the
      administrator to various insurance companies offering variable contracts.


                                RIGHTS UNDER THE CONTRACTS

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

   
            In addition,  for IRA and 403(b) Plan Contracts,  certain provisions
      of your retirement plan or the Code may further restrict your choice of an
      Annuity Date. (See "Taxes - 403(b) Plans" on page , and "Taxes  Individual
      Retirement Annuities" on page .)
    

      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
      "Alliance  Variable  Products  Series  Fund,  Inc. - 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 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.


                                       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.) plus any additional
      purchase payment paid less any subsequent withdrawals.

           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 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 .) If no
      payment option had been selected by the Owner,  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.")

      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

           (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  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's  Office for
      acceptance.  The Company must also receive the initial  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  "Alliance  Variable
      Products   Series  Fund,   Inc.  -  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.





      Purchase Payments

           The  minimum  initial  purchase  payment is $5,000 for  Non-Qualified
      Contracts and $2,000 for a Contract purchased in connection with an IRA or
      403(b) Plan.

           Owners of flexible  premium  contracts may make  additional  purchase
      payments  prior to the  Annuity  Date.  The  minimum  additional  purchase
      payment the Company will accept is $1,000.  The Company reserves the right
      to refuse to accept any additional purchase payments.

      Discount Purchase Programs

           Purchases  made by officers,  directors  and  employees of either the
      Company,  an affiliate of the Company or any  individual,  firm or company
      that has executed  the  necessary  agreements  to sell the  Contracts  and
      members  of each of their  immediate  families  will not be subject to the
      Deferred  Sales  Charge.  (See  "Charges and  Deductions  - Deduction  for
      Deferred Sales Charge" on page _____.) Such purchases  include  retirement
      accounts  and  must  be for  accounts  in the  name of the  individual  or
      qualifying family member.

      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  not to exceed 7% of  purchase  payments  will be paid to
      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  Value 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 Contract Value.

   
 Withdrawals  (including  systematic  withdrawals  discussed  below)  may be
 taxable  and  subject to a penalty  tax.  (See  "Taxes"  beginning  on page
      .)
    


      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  or from a  guarantee  period  of the  General  Account  (See
      "Appendix-General  Account  Option") 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.  An 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 an
      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
      taxes, and, less any applicable charges assessed to amounts in the General
      Account.  (See  "Charges  and  Deductions"  on page and  "Appendix-General
      Account Option".)

      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 an 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.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

           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,  an
      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   "Contracts   Owned  by   Non-Natural   Persons,"   and
      "Diversification Standards".)

           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 on the date
           of withdrawal  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  on full  surrender  of the
         Contract,  the  recipient  is taxed on the portion of the payment  that
         exceeds the investment in the contract. The taxable portion is taxed as
         ordinary income.

              If the recipient  receives annuity payments rather than a lump sum
         payment,  a portion of the payment is  included in taxable  income when
         received.  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 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  recipient  is able to exclude a portion of the  payments  received
         from  taxable  income  until the  investment  in the  Contract is fully
         recovered.  Annuity  payments are fully taxable after the investment in
         the Contract is recovered.  If the recipient dies before the investment
         in the  Contract  is  recovered,  the  recipient's  estate is allowed a
         deduction for the remainder.
    

      .




           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 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.

   
            Generation Skipping Transfer Tax

                  A transfer of the Contract or the designation of a beneficiary
      who is either 37 1/2 years  younger than the Owner or a grandchild  of the
      Owner may have Generation Skipping Transfer Tax consequences.
    

           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 an 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.  The  designated
           Beneficiary  is the person whom  ownership of the Contract  passes by
           reason of death,  and must be a natural  person.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 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 generally provides that no gain or loss shall
           be  recognized  on the  exchange of an annuity  contract  for another
           annuity  contract,  unless  money  is  distributed  as  part  of  the
           exchange.  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.

   
       Withholding

                  The Company is required to withhold  Federal  income  taxes on
            withdrawals,  lump sum  distributions,  and  annuity  payments  that
            include  taxable  income  unless  the  payee  elects to not have any
            withholding or in certain other  circumstances.  Special withholding
            rules apply to payments made to non-resident aliens.

         Lump-sum Distribution or Withdrawal

               The Company is required to withhold 10% of the taxable portion of
               any withdrawal or lump sum  distribution  unless You elect out of
               withholding.

          Annuity Payments

               The  Company  will  withhold  on the  taxable  portion of annuity
               payments  based on a  withholding  certificate  You file with the
               Company.  If you do not file a certificate,  You will be treated,
               for purposes of determining your withholding  rates, as a married
               person with three exemptions.

                  You are liable for  payment  of  Federal  income  taxes on the
               taxable  portion  of any  withdrawal,  distribution,  or  annuity
               payment.  You may be subject to penalties under the estimated tax
               rules if your  withholding  and  estimated  tax  payments are not
               sufficient.
    

           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 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.

   
       Tax-Favored 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 401 retirement plan.  Distributions from a 401 qualified plan or
      403(b) Plan (other 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, 403(b) Plan or an IRA. 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 tax if the recipient is under age 59 1/2 (unless another exception
      applies under Code Section 72(t)). A prospective  Owner considering use of
      the Contract in this manner  should  consult a competent  tax advisor with
      regard  to the  suitability  of the  Contract  of  this  purpose  and  for
      information  concerning the provisions of the Code applicable to qualified
      plans, 403(b) Plans, and IRAs.
    


      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.  In  addition,
      distributions  from an IRA may be rolled  over to  another  IRA,  provided
      certain  conditions  are met. 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.  Contracts  offered in connection with an IRA 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,
      403(b)   Plans  are  subject  to   additional   requirements,   including:
      eligibility,   limits  on  contributions,   minimum   distributions,   and
      nondiscrimination  requirements  applicable  to the  employer.  Owners and
      their employers are responsible for compliance with these rules. Contracts
      offered in connection  with a 403(b) Plan by this Prospectus not available
      in all states.


      LEGAL PROCEEDINGS

           The  Company  knows  of no legal  proceeding  pending  to  which  the
      Variable Account is a party or which would materially  affect the Variable
      Account.

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






<PAGE>







                                      34

         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..........................................................



                                      A-1
<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.

     During  the  Accumulation  Period  the Owner may  allocate  amounts  to the
General Account.  The General Account is an account  maintained by us into which
all of our assets  have been  allocated  other  than the assets of the  Variable
Account and any other  separate  accounts  we  maintain.  The  initial  Purchase
Payment will be invested in the General Account in accordance with the selection
made by the Owner in the application. In the case of flexible premium contracts,
additional  Purchase Payments will be allocated to General Account in accordance
with the  selection  made by the  Owner in the  application  or the most  recent
selection  received at the Company  Office,  unless  otherwise  specified by the
Owner.  If the Owner elects to withdrawal  amounts from the General Account such
withdrawal,  except as otherwise  provided in this Appendix,  will be subject to
the same  conditions as imposed on withdrawals  from the Variable  Account.  The
Company  reserves the right to delay any payment from the General Account for up
to six (6) months from the date it receives such request at its Office.


INVESTMENTS IN THE GENERAL ACCOUNT

   
     An allocation of the initial  Purchase  Payment to a guarantee  period must
equal the  greater  of (a) or (b)  where:  (a) is a  percentage  that is a whole
number,  equal to or greater than 10% and (b) is a dollar  amount which is equal
to or greater than $3,000.  Subsequent  Purchase Payments under flexible premium
Contracts  allocated  to a  guarantee  period  must be equal to or greater  than
$3,000.  Amounts invested in 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 in effect  when the Owner  allocates  or  transfers
amounts  to the  General  Account.  If the 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. We guarantee that the effective  guarantee rate will not be changed
more than once per year and will not be less than 3%.     


GENERAL ACCOUNT TRANSFERS

     During the Accumulation  Period the Owner may transfer,  by written request
or telephone  authorization,  Contract  Values to or from a  sub-account  of the
Variable  Account to or from a guarantee  period of the  General  Account at any
time,  subject to the  conditions  set out under  Transfer  of  Contract  Values
Section.

     Prior  to  the  end  of a  guarantee  period  the  Owner  may  specify  the
sub-account(s) of the Variable Account or the applicable guarantee period of the
General  Account to which the Owner wants the amounts  from the General  Account
transferred at the end of the guarantee  period. If the Owner does not notify us
prior to the end of the  guarantee  period,  we 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,  including the condition that the
amount cannot be  transferred  out of the General  Account until the end of that
guarantee period.  The effective  guarantee rate applicable to the new guarantee
period may be different  from the  effective  guarantee  rate  applicable to the
original  guarantee period.  These transfers will be handled at no charge to the
Owner.



     .


GUARANTEE PERIODS

     The  period(s)  for which a Guaranteed  Interest Rate is credited is called
the  guarantee  period.  Guarantee  periods may be offered or  withdrawn  at the
Company's  discretion.  The  initial  guarantee  period(s)  and  the  applicable
Guaranteed  Interest  Rate(s)  applicable to the initial  Purchase Payment is as
shown on the  application,  unless  such  purchase  payment is made under an IRA
plan. At the expiration of any guarantee  period  applicable to all or a portion
of the Contract Value,  that portion of the Contract Value will be automatically
renewed  for  another  Guarantee  Period for the same  duration  as the  expired
guarantee  period and will receive the  Guaranteed  Interest Rate then in effect
for that guarantee period,  unless other guarantee periods are available and are
requested in writing by the Owner.  All requests to change a guarantee period at
the end of an  existing  guarantee  period  must be  received  in writing at the
Company's  Office no  earlier  than 30 days  prior to the end of that  guarantee
period.




                                      A-2
<PAGE>




MINIMUM SURRENDER VALUE

     The Minimum  Surrender Value for amounts allocated to a guarantee period of
the General  Account equals the amounts  allocated to a guarantee  period of the
General Account paid (less withdrawals) with interest compounded annually at the
rate of 3%, reduced by any applicable Deferred Sales Charge.



<PAGE>







                                     

                                    PART B


<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
May 1, 1997, CALL OR WRITE: AIG Life Insurance  Company;  Attention:  Variable
Products, One Alico Plaza, Wilmington, Delaware 19801, 1-800-340-2765.

DATE OF STATEMENT OF ADDITIONAL INFORMATION:  May 1, 1997.
    


























                                      B-2
<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..................................................




                                      B-3
<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 Variable Account I (the "Variable Account").

Independent Accountants

     The  audited  financial  statements  of the  Company  have been  audited by
Coopers and Lybrand,  L.L.P.,  independent  certified public accountants,  whose
offices are located in Philadelphia, Pennsylvania.

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..

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  are paid
by the Registrant  directly to selling dealers and  representatives  on behalf
of the  Distributor.  Commissions  retained  by the  Distributor  in  1996 were
$83,483.
    

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 will be for the seven
days ended on the date of the most recent balance sheet of the Variable  Account
included in the registration statement,  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 the seven days ended on the date of the most
recent  balance  sheet of the  Variable  Account  included  in the  registration
statement, and will be 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  requested  withdrawal  amount,  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.

     B.    Total Return Quotations

     The 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 the date of the most recent balance
sheet of the Variable Account 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:

                              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.





                                      B-4
<PAGE>




   
     Annualized  total return for certain  Sub-accounts as of December 31, 1996,
were as follows:
<TABLE>
<CAPTION>



                              1  Year        3   Years     Inception to Date
     <S>                      <C>              <C>           <C>    
     Money Market               -2.23%        1.67%             1.68%
     Premier Growth             15.53%       17.33%            15.05%
     Growth & Income           16.90%         16.25%            15.25%
     International              0.29%         5.29%             5.69%
     Short Term Multi           2.58%        .34%               1.25%
     Global Bond               -0.73%        5.25%              6.08%
     US Gov't Securities       -4.35%       2.84%              2.60%
     Global Dollar Gov't       17.70%         N/A             13.80%
     North American Gov't      11.83%         N/A              6.75%
     Utility Income             0.91%         N/A              7.61%
     Conservative Investor     -3.16%         N/A             5.97%
     Growth Investors            1.21%        N/A             8.17%
     Growth                     21.24%        N/A            25.99%
     Total Return                8.10%        N/A            11.79%
     Worldwide Privatization    11.40%        N/A             9.69%
     Technology                  N/A          N/A             3.45%
     Quasar                      N/A          N/A             0.33%
     *Real Estate Investment     N/A          N/A              N/A
     * Performance  results not reflected as portfolio was not in existence as
        of  12/31/96.

</TABLE>

                                      B-5
<PAGE>

    

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

   
           Premier Growth Portfolio                December 7, 1992 
           Growth & Income Portfolio               April 16,  1992  
           Short-Term Multi-MarketPortfolio        June 25,  1992
           Global Bond  Portfolio                  May 10, 1993 
           Money Market  Portfolio                 May 13,1993 
           International Portfolio                 June 1, 1993 
           U.S. Government/High Yield
           Securities  Portfolio                   June 14, 1993 
           North American Government 
           Income Portfolio                        April 8, 1994 
           Global Dollar 
           Government  Portfolio                   May 26 , 1994
           Utility Income  Portfolio               June 15, 1994  
           Conservative Investors Portfolio        September 8,1994
           Growth Investors Portfolio              August 16, 1994
           Growth Portfolio                        August 12, 1994
           Total Return Portfolio                  September 12,1994
           Worldwide Privatization Portfolio       October 17,1994
           Technology Portfolio                    January22,1996
           Quasar Portfolio                        August 15,1996
           Real Estate Investment Portfolio        January 7,1997 

    
    



                                      B-6
<PAGE>




      C.    Yield Quotations for the Short-Term Multi-Market, U.S.
Government/High Grade Securities and Global Bond Sub-accounts

     The yield quotations for the Short-Term Multi-Market,  U.S. Government/High
Grade  Securities and Global Bond  Sub-accounts  will be based on the thirty-day
period  ended on the  date of the  most  recent  balance  sheet of the  Variable
Account included in the registration statement, and are computed by dividing the
net  investment  income per  Accumulation  Unit earned  during the period by the
maximum offering price per unit 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  Series of the Fund attributable to
                         shares owned by the 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 offering price per  Accumulation  Unit on
                         the last day of the period.

   For the purposes of the yield  quotations  for the  Short-Term  Multi-Market,
U.S.  Government/High  Grade  Securities  and  Global  Bond  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 ranging up to 6% of the requested  withdrawal  amount,  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 "Alliance  Variable  Products Series Fund,
Inc., - Transfer of Contract Values" on page 15 of the Prospectus.)

   D.   Non - Standardized Performance Data

        1.   Total Return Quotations

   The 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 the date of the most recent balance
sheet of the Variable Account 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:

                             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  and  therefore,  no
Surrender Charge is reflected.

                                      B-7
<PAGE>

   
   Annualized  total return  quotations for certain  Sub-accounts as of December
31, 1996, were as follows:
<TABLE>
<CAPTION>

                                   1 Year       3Years         Inception toDate
        <S>                   <C>          <C>                <C>    
        
        Money Market               3.23%         2.87%               2.39%
        Premier Growth             20.99%       18.24%              15.55%
        Growth & Income            22.36%       17.17%              15.54%
        International               5.75%        6.42%               6.48%
        Short Term Multi Market    8.04%         1.57%               1.69%
        Global Bond                4.73%         6.37%               6.45%
        US Gov't Securities        1.11%         4.01%               3.41%
        Global Dollar Gov't       23.16%           N/A              14.91%
        North American Gov't      17.29%           N/A               7.97%
        Utility Income             6.37%           N/A               8.84%
        Conservative Investor      2.30%           N/A               7.44%
        Growth Investors           6.67%           N/A               9.58%
        Growth                    26.70%           N/A              27.14%
        Total Return              13.56%           N/A              13.16%
        Worldwide Privatization   16.86%           N/A              11.08%
        Technology Portfolio         N/A           N/A               8.91%
        Quasar                       N/A           N/A               5.79%
        Real Estate Investment       N/A           N/A                N/A


</TABLE>
    






                                      B-8
<PAGE>




        2.           Tax Deferred Accumulation

   In  reports  or  other  communications  to You  or in  advertising  or  sales
materials, the Company may also describe the effects of tax-deferred compounding
on the separate account's  investment returns or upon returns in general.  These
effects may be  illustrated  in charts or graphs and may include  comparisons at
various  points  in time of  returns  under  the  Contract  or in  general  on a
tax-deferred basis with the returns on a taxable basdis.
Different tax rates may be assumed.

   In general,  individuals who own annuity  contracts are not taxed on inreases
in the value under the annuity  contract until some form of distribution is made
from the  contract.  Thus,  the annuity  contract will benefit from tax deferral
during  the  accumulation  period,  which  generally  will  have the  effect  of
permitting  an  investment  in an annuity  contract to grow more  rapidly than a
comparable  investment  under  which  increases  in value are taxed on a current
basis.  The chart  shows  accumulations  on an initial  investment  or  Purchase
Payment of $25,000,  assuming hypothetical gross annual return of 0%, 4% and 8%,
compounded  annually,  and a tax rate of 31%.  The values  shown for the taxable
investment do not include any deduction for  management  fees or other  expenses
but assume that taxes are deducted annually from investment returns.  The values
shown for the variable  annuity  reflect the deduction of  contractual  expenses
such as the mortality and expense risk charge,  the  Administrative  Fee and the
Annual  Fee,  but not the  expenses  of an  underlying  investment  vehicle.  In
addition,  these values assume that the Owner does not surrender the Contract or
make any withdrawals until the end of the period shown. The chart assumes a full
withdrawal,  at the end of the  period  shown,  of all  contract  value  and the
payment  of  taxes at the 31%  rate on the  amount  in  excess  of the  Purchase
Payment.

   The rates of return  illustrated are  hypothetical and are not an estimate or
guaranty of performance.  Actual tax rates may vary for different taxpayers from
that  illustrated  and withdrawals by Owners who have not reached age 59 1/2 may
be subject to a tax penalty of 10%.





                                [INSERT CHART]









                                      B-9
<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 or Short-Term Multi-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 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  "Alliance  Variable  Products Series Fund, Inc. - Transfer of
Contract Values" on page 15 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.

                                      B-10
<PAGE>


                     METHOD OF DETERMINING CONTRACT VALUES

   The Contract Value will fluctuate in accordance  with the investment  results
of the underlying Portfolio of the Fund held 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 of the Fund 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

        (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.






                                      B-11
<PAGE>




                              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.

   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.

Annuity Unit

   The  value of an  Annuity  Unit  for each  Sub-account  was  arbitrarily  set
initially at $10. This was done when the first Fund 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%.

                                      B-12
<PAGE>

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 Fund 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  by  the  Fund  held  in  the   Sub-account  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 Fund held in
        the  Sub-account  determined  as of the  end of  the  prior  Valuation
        Period; plus or minus

              (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.


                             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.


<PAGE>





















                                      F-1
<PAGE>
                                     





                           AIG LIFE INSURANCE COMPANY
                          (a wholly-owned subsidiary of
                       American International Group, Inc.)












                    REPORT ON AUDITS OF FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994





                                      

                                      F-2
<PAGE>



                      REPORT OF INDEPENDENT ACCOUNTANTS






To the Stockholders and Board of Directors
AIG Life Insurance Company:


We have audited the accompanying balance sheets of AIG Life Insurance Company (a
wholly-owned  subsidiary of American  International  Group, Inc.) as of December
31, 1996 and 1995, and the related  statements of income,  stockholders'  equity
and cash flows for each of the three  years in the  period  ended  December  31,
1996.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of AIG Life Insurance Company as
of December 31, 1996 and 1995,  and the results of its  operations  and its cash
flows for each of the three years in the period  ended  December  31,  1996,  in
conformity with generally accepted accounting principles.





COOPERS & LYBRAND L.L.P.



2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 22, 1997






                                      F-3
<PAGE>
                                     
<TABLE>
<CAPTION>




                             AIG LIFE INSURANCE COMPANY
                                   BALANCE SHEETS

                                   (in thousands)

                                                            December 31,

                                                       1996             1995

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

Assets

Investments and cash:
     Fixed maturities:
        Bonds available for sale, at market value  $ 2,271,326  $ 1,963,265
        (cost: 1996 - $2,190,580: 1995 - $1,823,860)
     Equity securities:
        Common stock
        (cost: 1996-$3,548: 1995 - $1,916)             5,578          2,437
        Non-redeemable preferred stocks
        (cost: 1996-$0: 1995 - $2,562)                     -          2,553
Mortgage loans on real estate, net                   297,363        239,127
Real estate, net of accumulated
 depreciation of $4,099 in 1996; and $1,755 in 1995   16,169         16,892
Policy loans                                       1,873,961      2,961,726
Other invested assets                                 64,109         68,252
Short -term investments                              100,036        202,652
Cash                                                   5,780          1,132
                                              -------------- --------------

   Total investments and cash                      4,634,322      5,458,036


Amounts due from related parties                       3,193          4,111
Investment income due and accrued                    107,268        242,748
Premium and insurance balances receivable-net         36,357         28,189
Reinsurance assets                                   218,453        207,827
Deferred policy acquisition cost                      84,287         60,625
Separate and variable accounts                       644,980        190,441
Other assets                                           5,092          7,509
                                              -------------- --------------

                        Total assets             $ 5,733,952    $ 6,199,486
                                                  ==========     ==========
</TABLE>


                  See accompanying notes to financial statements.




                                      F-4
<PAGE>



<TABLE>
<CAPTION>







                             AIG LIFE INSURANCE COMPANY
                                   BALANCE SHEETS

                        (in thousands, except share amounts)

                                                              December 31,

                                                         1996           1995
                                                   -------------- ----------
<S>                                             <C>            <C>    

Liabilities

  Policyholders' funds on deposit                $ 3,810,095     $ 4,574,995
  Future policy benefits                             630,520         566,487
  Reserve for unearned premiums                       29,911          47,590
  Policy and contract claims                         191,338         177,540
  Reserve for commissions, expenses and taxes          2,860          24,134
  Insurance balances payable                          42,137          22,186
  Deferred income taxes                                5,713          24,585
  Amounts due to related parties                       5,921           2,380
  Federal income tax payable                           2,959           4,606
  Separate and variable accounts                     644,980         190,441
  Minority interest                                    6,077           6,664
  Other liabilities                                   30,932         234,850
                                                ------------    ------------


                        Total liabilities          5,403,443       5,876,458
                                                 -----------     -----------


  Commitments and contingencies (See Note 6)

Stockholders' Equity


  Common stock, $5 par value; 1,000,000 shares
       authorized; 976,703 shares issued and
       outstanding                                     4,884           4,884
  Additional paid-in capital                         123,283         123,283
  Unrealized appreciation of investments,
   net of future policy benefits and taxes
   of $33,823 in 1996 and $47,209 in 1995             62,814          87,673
Retained earnings                                    139,528         107,188
                                                ------------    ------------

                        Total stockholders' equity     330,509       323,028


Total liabilities and stockholders' equity       $ 5,733,952     $ 6,199,486
</TABLE>
                                                  ==========      ==========


                  See accompanying notes to financial statements.





                                      F-5
<PAGE>

<TABLE>
<CAPTION>



                             AIG LIFE INSURANCE COMPANY
                                STATEMENTS OF INCOME

                                   (in thousands)


                                           Years  ended   December 31,
                                           -----------------------------------
                                          1996            1995             1994
                                      ------------    ------------     --------
<S>                                <C>                <C>             <C>   

Revenues:
  Premiums                            $ 394,480         $ 364,502      $ 265,990
  Net investment income                 504,661           435,683        239,212
  Realized capital (losses) gains           (51)             (417)         1,953
                                   -------------     -------------   -----------


               Total revenues           899,090           799,768        507,155
                                    ---------            ---------     ---------


Benefits and expenses:
  Benefits to policyholders            189,933            202,105       196,175
  Increase in future policy benefits
   and policyholders' funds on deposit495,529             392,592       158,935
  Acquisition and insurance expenses  161,841             170,343       127,941
                                    ---------            --------      ---------

              Total benefits and expenses  847,303      765,040         483,051
                                         ---------     --------      ---------


Income before income taxes                 51,787        34,728          24,104
                                        ---------     ----------      ----------

Income taxes (benefits):
   Current                             25,087            18,709          28,115
   Deferred                            (5,486)           (6,339)        (19,447)
                                   -----------       -----------    -----------

    Total income taxes                 19,601            12,370          8,668
                                    ---------         ---------    -----------

Net income before minority interest    32,186            22,358         15,436
Minority interest income (loss)           154                11           (156)
                                  -----------      ------------   -------------

Net income                         $   32,340        $   22,369    $    15,280

                                    =========         =========     ==========

</TABLE>

                   See accompanying notes to financial statements



                                      F-6
<PAGE>

<TABLE>
<CAPTION>







                             AIG LIFE INSURANCE COMPANY
                         STATEMENTS OF STOCKHOLDERS' EQUITY

                                   (in thousands)


                                               Years ended December 31,


                                          1996            1995             1994
                                      ------------    ------------    ---------
<S>                                <C>            <C>            <C>    

Common Stock

Balance at beginning of year      $      4,884    $      4,884    $      4,884
                                   -----------     -----------     -----------

Balance at end of year                   4,884           4,884           4,884
                                  ------------     -----------    ------------



Additional paid-in capital

Balance at beginning of year:          123,283         123,283         123,283
                                    ----------      ----------      ----------

Balance at end of year                 123,283         123,283         123,283
                                    ----------      ----------      ----------



Unrealized appreciation (depreciation)
 of investments, net
 Balance at beginning of year           87,673         (15,029)         40,159
 Change during year                    (50,245)        170,003         (84,904)
 Changes due to deferred income tax
    (expense) benefit and future        
     policy benefits                    25,386        (67,301)          29,716     
                                       ----------      ------           ------ 
 Balance at end of year                 62,814          87,673         (15,029)
                                  ------------     -----------     ------------


Retained earnings
  Balance at beginning of year         107,188          84,819          69,539
  Net income                            32,340          22,369          15,280
                                   -----------      ----------     -----------

  Balance at end of year               139,528         107,188          84,819
                                    ----------      ----------     -----------

          Total stockholders' equity$  330,509      $  323,028     $   197,957
                                     =========       =========      ==========
</TABLE>


                   See accompanying notes to financial statements


                                      F-7
<PAGE>

<TABLE>
<CAPTION>



                             AIG LIFE INSURANCE COMPANY
                              STATEMENTS OF CASH FLOWS


                                   (in thousands)


                                                        Years ended December 31,
                                                    ---------------------------------
                                                      1996          1995     1994
                                                    ----------------------------------

<S>                                               <C>           <C>        <C>    
                                                     
Cash flows from operating activities:
 Net income                                       $   32,340     $ 22,369   $15,280
                                                    ---------   ----------- ------------

Adjustments to reconcile net income
 to net cash provided by operating
 activities:
 Non-cash revenues, expenses, gains 
 and losses included in income:
Change in insurance reserves                       72,151       133,207      88,718
 Change in premiums and insurance balances
  receivable and payable -net                      11,782        (4,695)     11,668
 Change in reinsurance assets                     (10,627)         (201)      5,553
 Change in deferred policy acquisition costs      (23,662)       (6,151)    (14,906)
 Change in investment income due and accrued      135,480      (126,299)    (82,023)
 Realized capital gains                                51           417      (1,953)
 Change in current and deferred income taxes -net  (7,133)      (15,112)    (16,708)
 Change in reserves for commissions, expenses and taxes(21,274)  (9,857)     23,055
 Change in other assets and liabilities - net       11,852         (7,466)    6,815
                                             -----------------------------------------
         Total adjustments                        168,620       (36,157)     20,219
 Net cash (used in) provided                      200,960       (13,788)     35,499
by operating activities
Cash flows from investing activities:
 Cost of fixed maturities, at market sold          40,098        36,678      19,392
 Cost of fixed maturities, at market matured or redeemed124,621  76,989      85,628
 Cost of equity securities sold                     2,607           405           -
 Realized capital gains                               (51)          582       3,176
 Purchase of fixed maturities                    (524,245)     (590,864)   (252,964)
 Purchase of equity securities                     (1,678)       (1,213)          -
 Mortgage loans granted                           (74,590)      (75,100)    (53,977)
 Repayments of mortgage loans                      16,416        12,406      16,464
 Change in policy loans                         1,087,765    (1,589,502) (1,184,455)
 Change in short-term investments                 102,616      (115,532)     18,361
 Change in other invested assets                   11,002        (4,296)     (6,652)
 Other - net                                          (38)       (6,042)    (10,583)

  Net cash used in investing activities           784,523    (2,255,489) (1,365,610)
                                            -------------  -------------------------

Cash flows from financing activities:
 Change in policyholders' funds on deposit       (980,835)    2,265,900   1,330,841
                                            ---------------------------  ----------

   Net cash provided by financing activities     (980,835)    2,265,900   1,330,841
                                            -------------- ------------  ----------

Change in cash                                      4,648        (3,377)        730
Cash at beginning of year                           1,132          4,509      3,779
                                          --------------------------------------------
Cash at end of year                      $          5,780$          1,132$    4,509
                                          =============== =============== ==============
</TABLE>


                   See accompanying notes to financial statements





                                      F-8
<PAGE>



                             AIG LIFE INSURANCE COMPANY
                           NOTES TO FINANCIAL STATEMENTS

1.  Summary of Significant Accounting Policies

   (a)Basis of  Presentation:  AIG Life  Insurance  Company  (the  Company) is a
      wholly-owned   subsidiary  of  American  International  Group,  Inc.  (the
      Parent). The financial statements of the Company have been prepared on the
      basis of generally accepted accounting  principles (GAAP). The preparation
      of financial  statements  in conformity  with GAAP requires  management to
      make estimates and assumptions  that affect the reported amounts of assets
      and liabilities and disclosure of contingent assets and liabilities at the
      date of the financial  statements and the reported amounts of revenues and
      expenses  during the reporting  periods.  Actual results could differ from
      those  estimates.  The Company is licensed to sell life and  accident  and
      health  insurance in the  District of Columbia  and all states  except for
      Maine and New York.

      The Company also files  financial  statements  prepared in accordance with
      statutory practices prescribed or permitted by the Insurance Department of
      the State of Delaware.  Financial  statements  prepared in accordance with
      generally accepted  accounting  principles differ in certain respects from
      the  practices  prescribed  or permitted by  regulatory  authorities.  The
      significant  differences  are: (1) statutory  financial  statements do not
      reflect fixed  maturities  available for sale at market value;  (2) policy
      acquisition  costs,  charged against operations as incurred for regulatory
      purposes,  have been deferred and are being amortized over the anticipated
      life of the  contracts;  (3) individual  life and annuity policy  reserves
      based on statutory  requirements  have been adjusted based upon mortality,
      lapse and interest  assumptions  applicable to these coverages,  including
      provisions for reasonable adverse  deviations;  these assumptions  reflect
      the Company's experience and industry standards; (4) deferred income taxes
      not recognized  for  regulatory  purposes have been provided for temporary
      differences  between  the bases of assets and  liabilities  for  financial
      reporting purposes and tax purposes;  (5) for regulatory purposes,  future
      policy  benefits,  policyholders'  funds on deposit,  policy and  contract
      claims and  reserve  for  unearned  premiums  are  presented  net of ceded
      reinsurance;  and (6) an asset valuation reserve and interest  maintenance
      reserve  using  National  Association  of Insurance  Commissioners  (NAIC)
      formulas are set up for regulatory purposes.

   (b)Investments:  Fixed  maturities  available for sale, where the company may
      not have the ability or  positive  intent to hold these  securities  until
      maturity,  are  carried  at market  value.  Included  in fixed  maturities
      available  for  sale  are  collateralized   mortgage  obligations  (CMOs).
      Premiums and  discounts  arising from the purchase of CMO's are treated as
      yield  adjustments  over the  estimated  life.  Common and  non-redeemable
      preferred stocks are carried at market value.  Short-term  investments are
      carried at cost, which approximates market.

      Unrealized  gains and losses from  investments  in equity  securities  and
      fixed maturities available for sale are reflected in stockholders' equity,
      net of amounts recorded as future policy benefits and any related deferred
      income taxes.

      Realized  capital gains and losses are determined  principally by specific
      identification.  Where  declines  in values of  securities  below  cost or
      amortized  cost are  considered  to be other than  temporary,  a charge is
      reflected in income for the difference  between cost or amortized cost and
      estimated net realizable value.

      Mortgage loans on real estate are carried at unpaid principal balance less
      unamortized  loan  origination  fees  and  costs  less  an  allowance  for
      uncollectible loans.


                                      F-9
<PAGE>




1.  Summary of Significant Accounting Policies - (continued)

   (b) Investments: (continued)

      Real  estate  is  carried  at  depreciated  cost and is  depreciated  on a
      straight-line  basis over 31.5 years.  Expenditures  for  maintenance  and
      repairs are charged to income as incurred;  expenditures  for  betterments
      are capitalized and depreciated over their estimated lives.

      Policy loans are carried at the aggregate unpaid principal balance.

      Other invested assets consist primarily of limited  partnership  interests
      which are carried at market  value.  Unrealized  gains and losses from the
      revaluation of these  investments are reflected in  stockholders'  equity,
      net of any related  taxes.  Also  included in this category is an interest
      rate cap  agreement,  which is carried at its amortized  cost. The cost of
      the cap is being amortized  against  investment  income on a straight line
      basis over the life of the cap.

    (c) Income Taxes:  The Company joins in a  consolidated  federal  income tax
      return with the Parent and its domestic subsidiaries.  The Company and the
      Parent have a written tax allocation  agreement  whereby the Parent agrees
      not to charge  the  Company  a greater  portion  of the  consolidated  tax
      liability  than  would  have  been paid by the  Company  if it had filed a
      separate return. Additionally,  the Parent agrees to reimburse the Company
      for any tax  benefits  arising  out of its net losses  within  ninety days
      after the  filing of that  consolidated  tax  return for the year in which
      these losses are utilized.  Deferred federal income taxes are provided for
      temporary  differences  related to the expected future tax consequences of
      events that have been recognized in the Company's financial  statements or
      tax returns.

   (d)Premium  Recognition  and  Related  Benefits  and  Expenses:  Premiums  on
      traditional  life  insurance  and life  contingent  annuity  contracts are
      recognized  when due.  Revenues  for  universal  life and  investment-type
      products   consist  of  policy   charges   for  the  cost  of   insurance,
      administration, and surrenders during the period. Premiums on accident and
      health  insurance  are  reported as earned  over the  contract  term.  The
      portion of accident and health  premiums which is not earned at the end of
      a reporting period is recorded as unearned premiums. Estimates of premiums
      due but not yet  collected are accrued.  Policy  benefits and expenses are
      associated with earned premiums on long-duration  contracts resulting in a
      level recognition of profits over the anticipated life of the contracts.

      Policy  acquisition  costs for  traditional  life  insurance  products are
      generally  deferred and  amortized  over the premium  paying period of the
      policy.  Deferred policy  acquisition  costs and policy  initiation  costs
      related to universal  life and  investment-type  products are amortized in
      relation to expected gross profits over the life of the policies (see Note
      3).

      The  liability  for future  policy  benefits and  policyholders'  contract
      deposits is established using assumptions described in Note 4.

   (e)Policy and Contract  Claims:  Policy and contract  claims include  amounts
      representing: (1) the actual in-force amounts for reported life claims and
      an estimate of incurred but unreported claims; and (2) an estimate,  based
      upon prior  experience,  for accident and health reported and incurred but
      unreported  losses.  The methods of making such estimates and establishing
      the  resulting  reserves  are  continually  reviewed  and  updated and any
      adjustments resulting therefrom are reflected in income currently.




                                      F-10
<PAGE>



1. Summary of Significant Accounting Policies - (continued)

   (f)Separate and Variable  Accounts:  These accounts represent funds for which
      investment  income and investment  gains and losses accrue directly to the
      policyholders.  Each account has specific investment  objectives,  and the
      assets are carried at market value. The assets of each account are legally
      segregated  and are not  subject  to claims  which  arise out of any other
      business of the Company.

   (g)Reinsurance Assets:  Reinsurance assets include the balances due from both
      reinsurance  and  insurance  companies  under the  terms of the  Company's
      reinsurance  arrangements  for  ceded  unearned  premiums,  future  policy
      benefits   for  life  and  accident   and  health   insurance   contracts,
      policyholders'  funds on deposit and policy and contract  claims.  It also
      includes funds held under reinsurance treaties.

   (h) Accounting Standards:

      In March 1995,  the  Financial  Accounting  Standards  Board (FASB) issued
      Statement of Financial  Accounting  Standards No. 121  "Accounting for the
      Impairment of Long-lived  Assets and for Long-lived  Assets to Be Disposed
      Of" (FASB 121). This statement requires that long-lived assets and certain
      identifiable  intangibles  be reviewed for impairment  whenever  events or
      changes in circumstances indicate that the carrying amount of an asset may
      not be recoverable and an impairment loss must be recognized.

      FASB 121 was effective  for the Company  commencing  January 1, 1996.  The
      adoption of this statement  during 1996 had no  significant  effect on the
      Company's result of operations, financial condition or liquidity.

      In  December  1995,   FASB  issued  "Special   Report,   a  Guide  to  the
      Implementation of Statement No. 115 on Accounting for Certain  Investments
      in Debt and Equity  Securities".  Among other things,  this guide provided
      for  a  transition  provision  permitting  a  one-time  transfer  of  debt
      securities from the held to maturity  classification  to the available for
      sale classification.  The Company did not transfer any securities from the
      held to maturity classification to the available for sale classification.

   (i)During  1996,  the  Company  changed  it's  method  of  accounting  for  a
      subsidiary to reflect the minority interest.  The financial statements for
      1994 and 1995 have been reclassified to conform to this presentation.

2.  Investment Information

  a) Statutory  Deposits:  Securities  with a carrying  value of  $2,460,000 
     and $2,639,000  were  deposited by the Company  under  requirements  of 
     regulatory authorities as of December 31, 1996 and 1995, respectively.


                                      F-11
<PAGE>

2.  Investment Information - (continued)

   (b) Net Investment  Income:  An analysis of net  investment  income is as 
       follows  (in thousands):

<TABLE>
<CAPTION>


                                                           Years ended  December  31,
                                                        1996          1995       1994
                                                       -------    --------   --------
      
     <S>                                             <C>        <C>          <C>                                           
      Fixed maturities                                $164,548     138,341    $109,826
      Equity securities                                    219         225         241
      Mortgage loans                                    22,797      19,399      14,655
      Real estate                                        2,125         997       1,584
      Policy loans                                     314,020     268,454     108,453
      Cash and short-term investments                    2,924       4,348       1,684
          Other invested assets                          2,549       6,129       4,070
                                                    ----------  ----------  ----------
            Total investment income                    509,182     437,893     240,513

      Investment expenses                                4,521       2,210       1,301
                                                    ---------- -----------  -----------

            Net investment income                     $504,661    $435,683    $239,212
                                                      ========    ========     ========
</TABLE>


(c)  Investment  Gains and Losses:  The net realized  capital gains (losses) and
  change in unrealized  appreciation  (depreciation)  of  investments  for 1996,
  1995 and 1994 are summarized below (in thousands):

<TABLE>
<CAPTION>

                                                         Years  ended  December 31,
                                                         -------------------------
                                                         1996       1995      1994  
                                                         --------------------------
<S>                                                  <C>       <C>        <C>                                                       
                                                                                              
   Net realized (losses) gains on investments:
      Fixed maturities                                $    (79)$      (166)  $   (10)
      Equity securities                                     28         712       442
      Mortgage loans                                         -      (1,000)   (1,223)
      Other invested assets                                  -          37     2,744
                                                 ------------- -----------  --------
      Net realized gains                              $    (51)   $   (417)  $ 1,953
                                                     ==========  ==========  =========


   Change in unrealized appreciation 
       (depreciation) of investments: 
        Fixed maturities                             $ (58,659)    $168,561  $(90,779)
      Equity securities                                  1,517           69       293
          Other invested assets                          6,897        1,373     5,582
                                                     -----------   --------------------
      Net change in unrealized appreciation
       (depreciation) of investments                 $ (50,245)   $170,003  $(84,904)
                                                     ==========   ========  =========
</TABLE>


      Proceeds from the sale of  investments  in fixed  maturities  during 1996,
      1995  and   1994   were   $40,098,000,   $36,678,000,   and   $17,431,000,
      respectively.

      During  1996,  1995 and  1994,  gross  gains of  $176,000,  $109,000,  and
      $394,000,  respectively,  and gross  losses  of  $255,000,  $275,000,  and
      $404,000,  respectively,  were realized on  dispositions of fixed maturity
      investments.



                                      F-12
<PAGE>
                                    


2. Investment Information - (continued)

      During  1996,  1995 and  1994,  gross  gains  of  $28,000,  $712,000,  and
      $442,000, respectively, were realized on disposition of equity securities.

   (d)Market  Value  of  Fixed   Maturities  and  Unrealized   Appreciation   of
      Investments:  At December 31, 1996 and 1995,  unrealized  appreciation  of
      investments in equity securities  (before applicable taxes) included gross
      gains of  $2,265,000  and  $833,000  and  gross  losses  of  $235,000  and
      $320,000, respectively.

      The amortized  cost and estimated  market values of  investments  in fixed
      maturities at December 31, 1996 and 1995 are as follows (in thousands):
<TABLE>
<CAPTION>

                                                     Gross     Gross
      1996                            Amortized   Unrealized  Unrealized  Market
                                      Cost        Gains       Losses      Value
      -----                           ---------   ----------  ---------   ------
     <S>                           <C>          <C>        <C>       <C>    
      
     Fixed maturities:
       U.S. Government and government
         agencies and authorities    $  47,848     $ 7,814        $151   $55,511
       States, municipalities and
         political subdivisions        327,944      15,525       1,934   341,535
       Foreign governments              33,340       2,855         113    36,082
       All other corporate           1,781,448      71,994      15,244 1,838,198
                                     ---------  ----------  ---------- ---------

      Total fixed maturities        $2,190,580     $ 98,188  $ 17,442 $2,271,326
                                     =========  ========== ==========  =========
</TABLE>
<TABLE>
<CAPTION>




                                                     Gross        Gross
      1995                            Amortized   Unrealized  Unrealized  Market
                                      Cost        Gains       Losses      Value
     ------                           ---------   ----------  ----------  ------
<S>                                <C>          <C>        <C>         <C>    
      

     Fixed maturities:
       U.S. Government and government
         agencies and authorities    $  45,872   $  12,144  $       -   $  58,016
       States, municipalities and
         political subdivisions        345,049      22,975         24     368,000
       Foreign governments              30,515       4,158         30      34,643
       All other corporate           1,402,424     106,513       6,331  1,502,606
                                    ----------   ---------  ----------  ---------

      Total fixed maturities        $1,823,860  $  145,790  $   6,385  $1,963,265
                                     =========   ========= ==========  =========
</TABLE>





                                      F-13
<PAGE>
                                    



2. Investment Information - (continued)

      The  amortized  cost and  estimated  market  value  of  fixed  maturities,
      available  for sale at December 31, 1996,  by  contractual  maturity,  are
      shown  below  (in  thousands).   Actual   maturities   could  differ  from
      contractual  maturities  because  certain  borrowers may have the right to
      call or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>

                                                                    Estimated
                                                  Amortized         Market
                                                  Cost              Value
<S>                                            <C>              <C>   

      Due in one year or less                  $   74,325        $   76,640
      Due after one year through five years       598,151           615,822
      Due after five years through ten years      818,547           849,841
      Due after ten years                         699,557           729,023
                                                ---------         ---------

                                               $2,190,580        $2,271,326
</TABLE>

   (e)CMO's:  CMO's are U.S.  Government and Government agency backed and triple
      A-rated  securities.  In the preceding table,  CMO's are included in other
      corporate  fixed  maturities.  At December  31, 1996 and 1995,  the market
      value  of  the  CMO   portfolio   was   $435,313,000   and   $457,111,000,
      respectively;  the estimated amortized cost was approximately $419,276,000
      in 1996 and  $433,481,000  in 1995. The Company's CMO portfolio is readily
      marketable.  There were no derivative (high risk) CMO securities contained
      in the portfolio at December 31, 1996.

   (f)Fixed Maturities  Below  Investment  Grade: At December 31, 1996 and 1995,
      the fixed  maturities held by the Company that were below investment grade
      had  an  aggregate   amortized  cost  of  $136,502,000   and  $74,622,000,
      respectively,   and  an  aggregate   market  value  of  $135,218,000   and
      $73,894,000, respectively.

   (g) Non-income Producing Assets: Non-income producing assets were 
       insignificant.

   (h)Investments  Greater than 10% Equity:  The market value of  investments in
      the  following  companies and  institutions  exceeded 10% of the Company's
      total stockholders' equity at December 31, 1996 (in thousands):

      Fixed Maturities:
      Ford Motor Credit Corporation         $   38,202
      GMAC                                  $   49,541

      Other Invested Assets:
      Equity Linked Investors II, L.P.      $   43,808




                                      F-14
<PAGE>
                                    



3.  Deferred Policy Acquisition Costs

      The following reflects the policy acquisition costs deferred (commissions,
      direct  solicitation  and other  costs)  which will be  amortized  against
      future  income and the  related  current  amortization  charged to income,
      excluding  certain  amounts  deferred and amortized in the same period (in
      thousands).  The  1996  and  1995  amortization  includes  $6,096,000  and
      $9,455,000,  respectively,  to recognize excess loss experienced on credit
      insurance.

<TABLE>
<CAPTION>


                                                   Years  ended  December 31,
                                                   ---------------------------
                                                    1996      1995        1994
                                                    ---------------------------

     <S>                                        <C>         <C>          <C>  
     
      Balance at beginning of year               $60,625     $54,474     $39,568
      Acquisition costs deferred                  43,534      35,008      29,442
      Amortization charged to income             (19,872)    (28,857)    (14,536)
                                                 -------    --------    --------
      Balance at end of year                     $84,287     $60,625     $54,474
                                                 =======     =======     =======
</TABLE>


4.  Future Policy Benefits and Policyholders' Funds on Deposit

(a)The  analysis  of the future  policy  benefits  and  policyholders'  funds on
   deposit at December 31, 1996 and 1995 follows (in thousands):
<TABLE>
<CAPTION>


                                                          1996              1995
                                                    ----------          --------
     <S>                                          <C>               <C>          
      Future Policy Benefits:
      Long duration contracts                       $  624,659       $   556,669
      Short duration contracts                           5,861             9,818
                                                   -----------      ------------
                                                    $  630,520       $   566,487
                                                    ==========       ===========

      Policyholders' funds on deposit:
      Annuities                                   $  1,082,217       $   944,629
      Universal life                                   130,413           171,564
      Guaranteed investment contracts (GICs)           278,680           249,844
      Corporate owned life markets                   2,314,149         3,204,912
           Other investment contracts                    4,636             4,046
                                                 -------------       -----------

                                                    $3,810,095        $4,574,995
                                                    =========          =========
</TABLE>


   (b)Long duration contract liabilities included in future policy benefits,  as
      presented in the table above, result from traditional life products. Short
      duration contract  liabilities are primarily accident and health products.
      The liability for future policy benefits has been  established  based upon
      the following assumptions:

       (i)  Interest  rates for  traditional  life  insurance  products  are 9.5
        percent  graded to 7.0 percent over 30 years.  The  liability for future
        policy benefits for universal life insurance has been established  using
        FASB 97 and  assumes a 1.0 percent  investment  margin.  Interest  rates
        (exclusive of immediate/terminal funding annuities),  which vary by year
        of  issuance  and  products,  range from 3.0  percent  to 10.0  percent.
        Interest rates on immediate/terminal  funding annuities are at a maximum
        of 12.2 percent and grade to not greater than 7.5 percent.

      (ii)  Mortality  and  withdrawal  rates are based upon  actual  experience
        modified to allow for  variations in policy form.  The weighted  average
        lapse rate, including  surrenders,  for individual life approximated 1.9
        percent.


                                      F-15
<PAGE>



4.  Future Policy Benefits and Policyholders' Funds on Deposit - (continued)

   (c)The liability  for  policyholders'  funds on deposit has been  established
      based on the following assumptions:

       (i)  Interest  rates  credited  on  deferred  annuities  vary  by year of
        issuance  and range from 3.0 percent to 8.0 percent.  Credited  interest
        rate  guarantees  are  generally  for a period of one  year.  Withdrawal
        charges generally range from 6.0 percent to 10.0 percent grading to zero
        over a period of 6 to 10 years.

      (ii) GICs have market value withdrawal  provisions for any funds withdrawn
      other than benefit responsive payments.  Interest rates credited generally
      range from 4.7  percent to 8.1 percent  and  maturities  range from 2 to 7
      years.

     (iii)  Interest  rates  on  corporate-owned  life  insurance  business  are
      guaranteed  at 4.0 percent and the weighted  average rate credited in 1996
      was 9.4 percent.

     (iv) The universal life funds,  exclusive of corporate owned life insurance
      business,  have credited  interest rates of 5.9 percent to 7.5 percent and
      guarantees  ranging from 3.5 percent to 5.5 percent  depending on the year
      of issue.  Additionally,  universal  life funds are  subject to  surrender
      charges  that amount to 10.0 percent of the fund balance and grade to zero
      over a period not longer than 20 years.

5.  Income Taxes

   (a)The  Federal  income tax rate  applicable  to  ordinary  income is 35% for
      1996, 1995 and 1994. Actual tax expense on income from operations  differs
      from the  "expected"  amount  computed by applying the Federal  income tax
      rate because of the following (in thousands except percentages):
<TABLE>
<CAPTION>


                                       Years   ended   December 31,
                                  1996               1995             1994
                                Percent             Percent           Percent
                                  of                  of                of
                                pre-tax             pre-tax           pre-tax
                               operating           operating         operating
                            Amount    Income    Amount    Income  Amount  Income
                            ----------------    ----------------  --------------

<S>                        <C>     <C>      <C>         <C>     <C>      <C>
 
"Expected" income tax
    expense                $ 18,125  35.0%   $ 12,155     35.0% $ 8,436   35.0%
 Prior year federal                                              
    income tax benefit          (51) (0.1)       (798)     (2.3)      -      -
     State income tax           850   1.6         894       2.6      197    0.8
 Other                          677   1.3         119       0.3       35    0.2
                           --------- ----      --------- ------  -------   -----
 Actual income tax expense   $19,601  37.8%   $ 12,370     35.6% $ 8,668   36.0%
                             =============     ========    ====   =======   ====
</TABLE>


                                      F-16
<PAGE>

5.  Income Taxes - (continued)

   (b) The  components  of the net  deferred  tax  liability  were  as  follows 
       (in thousands):
<TABLE>
<CAPTION>

                                                     Years ended December 31,
                                                           1996         1995
<S>                                                     <C>       <C>    
                                                            
   Deferred tax assets:
  Adjustment to life reserves                           $41,522      $24,940
  Adjustments to mortgage loans and investment income     2,531        2,546
  Adjustment to policy and contract claims               10,687       11,725
  Other                                                   2,585        1,232
                                                         57,325       40,443
                                                       ---------     --------

   Deferred tax liabilities:
      Deferred policy acquisition costs          $       23,047      $ 13,040
      Unrealized appreciation on investments             33,823        47,209
      Bond discount                                       4,085         3,458
      Other                                               2,083         1,321
                                                     ----------      ---------
                                                         63,038        65,028
                                                      ---------       --------

      Net deferred tax liability                    $     5,713      $ 24,585
                                                     ==========       ========

</TABLE>

   (c)At  December  31,  1996,  accumulated  earnings of the Company for Federal
      income tax purposes include  approximately  $2,204,000 of  "Policyholders'
      Surplus"  as  defined  under  the  Code.  Under  provisions  of the  Code,
      "Policyholders'  Surplus" has not been currently  taxed but would be taxed
      at  current  rates if  distributed  to the  Parent.  There  is no  present
      intention to make cash  distributions  from  "Policyholders'  Surplus" and
      accordingly, no provision has been made for taxes on this amount.

   (d)Income  taxes  paid in 1996,  1995,  and  1994  amounted  to  $25,412,000,
      $26,030,000, and $25,052,000, respectively.


6.  Commitments and Contingencies

      The Company,  in common with the insurance industry in general, is subject
      to litigation, including claims for punitive damages, in the normal course
      of their business.  The Company does not believe that such litigation will
      have a material effect on its operating results and financial condition.

7.  Fair Value of Financial Instruments

   (a)Statement of Financial  Accounting  Standards No. 107  "Disclosures  about
      Fair Value of Financial  Instruments"  (FASB 107)  requires  disclosure of
      fair  value  information  about  financial  instruments  for  which  it is
      practicable to estimate such fair value.  These financial  instruments may
      or may not be recognized in the balance sheet.  In the  measurement of the
      fair value of certain of the financial  instruments,  quoted market prices
      were not available and other  valuation  techniques  were utilized.  These
      derived fair value estimates are significantly affected by the assumptions
      used. FASB 107 excludes  certain  financial  instruments,  including those
      related to insurance contracts.


                                      F-17
<PAGE>



7.  Fair Value of Financial Instruments - (continued)

      The  following  methods  and  assumptions  were  used  by the  Company  in
      estimating the fair value of the financial instruments presented:

      Cash and short term  investments:  The  carrying  amounts  reported in the
      balance sheet for these instruments approximate fair values.

      Fixed  maturities:  Fair values for fixed maturity  securities  carried at
      market value are generally  based upon quoted market  prices.  For certain
      fixed maturities for which market prices were not readily available,  fair
      values were  estimated  using values  obtained  from  independent  pricing
      services.

      Equity  securities:  Fair  values  for equity  securities  were based upon
      quoted market prices.

      Mortgage and policy loans:  Where  practical,  the fair values of loans on
      real estate were estimated using discounted cash flow  calculations  based
      upon the  Company's  current  incremental  lending  rates for similar type
      loans.  The fair value of the  policy  loans  were not  calculated  as the
      Company  believes it would have to expend excessive costs for the benefits
      derived.  Therefore,  the fair  value of  policy  loans was  estimated  at
      carrying value.

      Interest rate cap:  Fair values for the interest  rate cap were  estimated
      using values obtained from an independent pricing service.

      Policyholders'  funds on  deposit:  Fair  value of  policyholder  contract
      deposits were estimated using discounted cash flow calculations based upon
      interest rates  currently being offered for similar  contracts  consistent
      with those remaining for the contracts being valued.

   (b) The fair value and carrying  amounts of financial  instruments 
       is as follows (in thousands):

<TABLE>
<CAPTION>



      1996                                             Fair        Carrying
                                                       Value       Amount
     <S>                                       <C>           <C>    

      Cash and short-term investments           $    105,816  $    105,816
      Fixed maturities                             2,271,326     2,271,326
      Equity securities                                5,578         5,578
      Mortgage and policy loans                    2,183,873     2,171,324
         Interest rate cap                                75            94

      Policyholders' funds on deposit            $ 3,832,601   $ 3,810,095

      1995                                            Fair        Carrying
                                                       Value       Amount
      Cash and short-term investments           $    203,784  $    203,784
      Fixed maturities                             1,963,265     1,963,265
      Equity securities                                4,990         4,990
      Mortgage and policy loans                    3,216,321     3,200,853
         Interest rate cap                               144           170

      Policyholders' funds on deposit            $ 4,592,841   $ 4,574,995


</TABLE>
                                      F-18
<PAGE>




8.  Stockholders' Equity

   (a)The  maximum  stockholder   dividend  which  can  be  paid  without  prior
      regulatory  approval  is subject to  restrictions  relating  to  statutory
      surplus and statutory net gain from operations. These restrictions limited
      payment of dividends to  $39,027,000  during 1996,  however,  no dividends
      were paid during the year.

   (b)The  Company's  stockholders'  equity as  determined  in  accordance  with
      statutory  accounting  practices was $221,567,000 at December 31, 1996 and
      $176,952,000  at  December  31,  1995.  Statutory  net income  amounted to
      $47,074,000,  $39,712,000,  and  $47,002,000  for  1996,  1995  and  1994,
      respectively.

9.  Employee Benefits

   (a)The   Company   participates   with  its   affiliates   in  a   qualified,
      non-contributory,  defined  benefit  pension plan which is administered by
      the Parent. All qualified employees who have attained age 21 and completed
      twelve months of continuous  service are eligible to  participate  in this
      plan.  An employee  with 5 or more years of service is entitled to pension
      benefits  beginning at normal retirement age 65. Benefits are based upon a
      percentage of average final  compensation  multiplied by years of credited
      service limited to 44 years of credited service. Prior to January 1, 1996,
      the average final compensation is subject to certain  limitations.  Annual
      funding  requirements  are determined based on the "projected unit credit"
      cost method which  attributes  a pro rata  portion of the total  projected
      benefit  payable at normal  retirement  to each year of credited  service.
      Pension  expense for current  service costs,  retirement  and  termination
      benefits  for the  years  ended  December  31,  1996,  1995 and 1994  were
      approximately $400,000, $304,000, and $179,000, respectively. The Parent's
      plans do not separately  identify  projected benefit  obligations and plan
      assets  attributable  to  employees  of  participating   affiliates.   The
      projected  benefit  obligations  exceeded  the plan assets at December 31,
      1996 by $42,149,000.

   (b)The Parent also sponsors a voluntary  savings plan for domestic  employees
      (a 401(k)  plan),  which,  during the two years ended  December  31, 1994,
      provided for salary  reduction  contributions  by  employees  and matching
      contributions  by  the  Parent  of  up  to 2  percent  of  annual  salary.
      Commencing  January  1,  1995,  the  401(k)  plan  provided  for  matching
      contributions  by the Parent of up to 6 percent of annual salary depending
      on the employee's years of service.

   (c)In addition to the Parent's  defined  benefit pension plan, the Parent and
      its  subsidiaries  provide a  post-retirement  benefit program for medical
      care and life  insurance.  Eligibility  in the various  plans is generally
      based upon  completion  of a  specified  period of  eligible  service  and
      reaching a specified age.

   (d)The  Parent  applies  APB  Opinion  25  "Accounting  for  Stock  issued to
      Employees"  and  related  interpretations  in  accounting  for its  plans.
      Employees  of the Company  participate  in certain  stock option and stock
      purchase  plans of the Parent.  In general,  under the stock  option plan,
      officers  and other key  employees  are granted  options to  purchase  AIG
      common  stock at a price not less than  fair  market  value at the date of
      grant. In general,  the stock purchase plan provide for eligible employees
      to receive privileges to purchase AIG common stock at a price equal to 85%
      of the fair market value on the date of grant of the  purchase  privilege.
      The Parent has not  recognized  compensation  costs for either  plan.  The
      effect of the compensation costs, as determined consistent with
      FASB  123,  was not  computed  on a  subsidiary  basis,  but  rather  on a
      consolidated  basis for all  subsidiaries  of the Parent and therefore are
      not presented herein.


                                      F-19
<PAGE>





10.  Leases

   (a)The  Company  occupies  leased  space  in  many  locations  under  various
      long-term  leases  and  has  entered  into  various  leases  covering  the
      long-term  use of data  processing  equipment.  At December 31, 1996,  the
      future minimum lease payments under  operating  leases were as follows (in
      thousands):

            Year                          Payment

      1997                               $  3,833 
      1998                                  2,785    
      1999                                  1,846    
      2000                                  1,596    
      2001                                  1,471    
      Remaining years after 2001            4,414
                                           -------

                                     Total $15,945
                                           -------
                                           -------
      Rent expense approximated $4,263,000,  $3,764,000,  and $3,542,000 for the
      years ended December 31, 1996, 1995 and 1994, respectively.

   (b) Sublease Income -The Company does not participate in sublease agreements.


11.  Reinsurance

   (a)The  Company  reinsures  portions  of its life  and  accident  and  health
      insurance  risks with  unaffiliated  companies.  Life insurance  risks are
      reinsured  primarily under coinsurance and yearly renewable term treaties.
      Accident  and  health  insurance  risks  are  reinsured   primarily  under
      coinsurance,  excess of loss and quota share treaties. Amounts recoverable
      from reinsurers are estimated in a manner  consistent with the assumptions
      used for the underlying  policy  benefits and are presented as a component
      of  reinsurance  assets.  A  contingent  liability  exists with respect to
      reinsurance  ceded to the extent that any  reinsurer is unable to meet the
      obligations assumed under the reinsurance agreements.

      The Company  also  reinsures  portions of its life and accident and health
      insurance risks with affiliated companies (see Note 12). The effect of all
      reinsurance  contracts,  including  reinsurance assumed, is as follows (in
      thousands, except percentages):
<TABLE>
<CAPTION>

                                                                                 Percentage
                                                                                 of Amount
December 31, 1996                                                                 Assumed
                            Gross       Ceded          Assumed           Net       to Net
                            -----       -----          -------           ---      --------
<S>                    <C>          <C>            <C>           <C>              <C>   

Life Insurance in Force $53,854,456 $17,392,184      $ 605,831    $37,068,103     1.6%
                        ===========    ============  ===========  =============
 
   Premiums:
    Life                  187,886       49,150             327        139,063      -
    Accident and Health    97,971       28,359         107,447        177,059     60.7%
    Annuity                78,358            -               -         78,358      -
        ---------------   ---------   ----------     ----------     ----------                

   Total Premiums        $ 364,215      $77,509      $ 107,774       $394,480     27.3%
                       ============  ============   =============  =============
</TABLE>




                                      F-20
<PAGE>


11.  Reinsurance - (continued)

<TABLE>
<CAPTION>
                                                                                 Percentage
                                                                                  of Amount
   December 31, 1995                                                              Assumed
                                  Gross       Ceded     Assumed        Net        to Net
   <S>                      <C>             <C>         <C>         <C>          <C>   

    Life Insurance in Force $48,644,007     $16,635,298  $58,966    $32,067,675
                           ===========     ===========  ==========    ===========   0.2%

      Premiums:
       Life                  184,981          33,768      1,670     152,883         1.1%
       Accident and Health    72,473          16,800     93,060     148,733        62.6%
       Annuity                62,886                -       -         62,886
                      --------------     ---------------------------------------
             -

      Total Premiums   $     320,340         $50,568    $ 94,730   $ 364,502        26.0%
                       ========================== ==========    =============
</TABLE>

<TABLE>
<CAPTION>

                                                                                 Percentage
                                                                                 of Amount
   December 31, 1994                                                              Assumed
                              Gross        Ceded             Assumed       Net    to Net
     <S>                    <C>         <C>            <C>             <C>       <C>    

    Life Insurance in Force$38,375,181     $16,500,870  $   19,298    $21,893,609   0.1%
                           ===========     ===========  ==========    ===========
       

      Premiums:
       Life                  130,716        7,233             (10)     123,473        -
       Accident and Health    66,026       13,949           79,810     131,887      60.5%
       Annuity                10,630            -               -      10,630         -
                      --------------     ----------------------------------------
           

      Total Premiums   $     207,372$      21,182     $    79,800   $    265,990    30.0%
                       ==========================      ==========   ============
</TABLE>

   (b) The maximum amount retained on any one life by the Company is $1,000,000.

   (c)Reinsurance   recoveries,   which  reduced   death  and  other   benefits,
      approximated $54,456,000, $51,264,000, and $34,252,000,  respectively, for
      each of the years ended December 31, 1996, 1995 and 1994.

      The Company's reinsurance arrangements do not relieve the Company from its
      direct obligation to its insureds.
                                  

12.  Transactions with Related Parties

   (a)The  Company  is  party  to  several   reinsurance   agreements  with  its
      affiliates  covering certain life and accident and health insurance risks.
      Premium  income and  commission  ceded for 1996 amounted to $1,345,000 and
      $0, respectively. Premium income and commission ceded for 1995 amounted to
      $1,269,000 and $1,000,  respectively.  Premium income and commission ceded
      to  affiliates  amounted  to  $1,267,000  and  $2,000  for the year  ended
      December 31, 1994.  Premium income and ceding  commission  expense assumed
      from affiliates aggregated $103,885,000 and $27,609,000, respectively, for
      1996, compared to $90,688,000 and $23,422,000, respectively, for 1995, and
      $75,005,000 and $20,374,000, respectively for 1994.


                                      F-21
<PAGE>







12.  Transactions with Related Parties - (continued)

   (b)The  Company  is  party  to  several  cost  sharing  agreements  with  its
      affiliates.  Generally,  these  agreements  provide for the  allocation of
      costs upon either the specific identification basis or a proportional cost
      allocation basis which management believes to be reasonable. For the years
      ended  December  31,  1996,   1995  and  1994,  the  Company  was  charged
      $28,277,000,  $23,193,000,  and  $21,392,000,  respectively,  for expenses
      attributed  to the Company but  incurred  by  affiliates.  During the same
      period, the Company received  reimbursements  from affiliates  aggregating
      $17,598,000,   $14,496,000,  and  $13,383,000,   respectively,  for  costs
      incurred by the Company but attributable to affiliates.

   (c) During 1996, the Company purchased  1,500,000 shares of AIG Life Ireland,
LTD., a subsidiary.



                                       

                                      F-22
<PAGE>



                              AIG LIFE INSURANCE COMPANY
                                      (AIG LIFE)
                                  VARIABLE ACCOUNT I

                           REPORT OF INDEPENDENT ACCOUNTANTS

To the Contract Owners of
AIG Life Insurance Company
Variable Account I

We have  audited  the  accompanying  statement  of assets and  liabilities  of 
AIG Life Insurance  Company  Variable  Account I (the Account)  comprising  
the Money Market,Premier  Growth,  Growth and Income,  International,  
Short-Term  Multi-Market,  Global Bond, U.S. Government/High Grade Securities, 
 Global Dollar Government,  North American Government,  Utility Income,  
Conservative Investors,  Growth Investors,  Growth, Total Return, Worldwide 
Privatization,  Technology and Quasar Subaccounts, as of December 31, 1996  and
the  related  statement  of  operations  for the  year  then  ended,  and the
statement  of  changes  in net  assets  for each of the two  years  then  added.
These financial  statements  are the are the  responsibility  of the 
management  of Variable Account I. Our  responsibility  is to express 
an opinion on these financial  statements
based on our audits.

We conducted our audits in  accordance  with  generally  accepted  auditing  
standards. Those  standards  require  that we plan and  perform  the  audit to 
obtain  reasonable assurance  about whether the financial  statements  are free
of material  misstatement. An audit  includes  examining,  on a test basis,  
evidence  supporting  the amounts and disclosures  in the financial  statements.
Our  procedures  included  confirmation  ofinvestments  held at December 31, 
1996 by  correspondence  with the transfer  agent. An audit also includes 
assessing the accounting  principles used an significant  estimates made  by  
 management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe that our audits provide a reasonable basis for our 
opinion.

In our opinion,  the  financial  statements  referred to above present  fairly,
in all material  respects,  the  financial  position of AIG Life  Insurance  
Company  Variable Account I as of December 31, 1996,  and the results of its 
operations for the year then ended,  and the  changes in its net assets  for 
each of the two years  then  ended,  in conformity with generally accepted
 accounting principles.

/s/ Coopers & Lybrand
- ---------------------
Coopers & Lybrand

2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 20, 1997






 






                                      F-23
<PAGE>




AIG LIFE INSURANCE COMPANY (AIG LIFE)
VARIABLE ACCOUNT I

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31,1996

<TABLE>
<CAPTION>
                                                                                            Market
                                                             Shares          Cost           Value
<S>                                                 <C>              <C>            <C>
ASSETS:
   Investments at Market Value:
      Alliance Variable Products Series Fund, Inc.:


         Money Market Portfolio ....................    47,386,157.640  $  47,386,157 $    47,386,157
         Premier Growth Portfolio ..................     4,450,620.422     70,726,542      69,874,740
         Growth & Income Portfolio .................     5,254,776.935     79,369,646      86,178,341
         International Portfolio ...................     2,239,296.730     31,599,640      33,343,127
         Short-Term Multi-Market Portfolio .........       463,620.484      4,905,312       4,974,647
         Global Bond Portfolio .....................       652,968.868      7,550,276       7,665,854
         U.S. Government/High Grade
              Securities Portfolio .................     1,786,810.058     19,996,799      20,584,053
         Global Dollar Government Portfolio ........       477,572.777      5,816,147       6,838,841
         North American Government Portfolio .......     1,042,650.611     11,195,815      12,908,015
         Utility Income Portfolio ..................       804,924.882      9,461,191      10,214,507
         Conservative Investors Portfolio ..........     1,088,167.769     12,537,951      13,134,185
         Growth Investors Portfolio ................       594,626.423      7,076,598       7,575,544
         Growth Portfolio ..........................     5,785,284.557     84,436,521     103,672,299
         Total Return Portfolio ....................     1,056,451.732     13,803,128      15,455,885
         Worldwide Privatization Portfolio .........     1,109,889.866     13,084,244      14,572,855
         Technology Portfolio ......................     2,098,914.714     21,680,167      23,172,018
         Quasar Portfolio ..........................       646,154.311      6,718,670       6,875,082
                                                                        ------------- ---------------
         Total Investments ...........................................  $ 447,344,804     484,426,150
                                                                                      ---------------
              Total Assets ............................................ ............  $   484,426,150
                                                                                      ===============
EQUITY:
   Contract Owners' Equity .........................................................  $   484,426,150
                                                                                      ---------------
              Total Equity .........................................................  $   484,426,150


</TABLE>
                                                                             

                      See Notes to Financial Statements

       AIG LIFE INSURANCE COMPANY
               (AIG LIFE)
           VARIABLE ACCOUNT I

        STATEMENT OF OPERATIONS
  For the Year Ended December 31, 1996

<TABLE>
<CAPTION>

                                                                                                                  Growth
                                                                                Money         Premier                  &
                                                                               Market          Growth             Income
                                                            Total           Portfolio       Portfolio          Portfolio
<S>                                                 <C>           <C>                 <C>              <C>
Investment Income (Loss):
    Dividends  .........................            $  25,460,298 $         1,723,662 $    12,056,499  $       8,187,563
Expenses:
    Mortality & Expense Risk Fees  .....                3,883,434             477,195         540,236            655,716
    Daily Administrative Charges  ......                  465,811              56,499          64,874             78,289
                                                    ------------- -------------------  --------------  -----------------
Net Investment Income (Loss)  ..........               21,111,053           1,189,968      11,451,389          7,453,558
                                                    ------------- -------------------  --------------  -----------------
Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity  ......................                2,242,088                   0          84,696            118,675
    Change in Unrealized Appreciation
        (Depreciation)  ................               24,819,919                   0     (2,412,194)          3,949,531
                                                    ------------- -------------------  --------------  -----------------
Net Gain (Loss) on Investments  ........               27,062,007                   0     (2,327,498)          4,068,206
                                                    ------------- -------------------  --------------  -----------------
Increase (Decrease) in Net Assets
    Resulting From Operations  .........            $  48,173,060 $         1,189,968 $     9,123,891  $      11,521,764
                                                    ============= =================== ===============  =================
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                      US
                                                                                                                  Gov't/
                                                                           Short-term          Global               High
                                                    International        Multi-Market            Bond              Grade
                                                        Portfolio           Portfolio       Portfolio          Portfolio
<S>                                                 <C>           <C>                 <C>              <C>
Investment Income (Loss):
    Dividends  .........................            $     289,276 $           198,880 $       485,096  $         628,703
Expenses:
    Mortality & Expense Risk Fees  .....                  280,298              37,388          67,041            201,693
    Daily Administrative Charges  ......                   33,524               4,485           8,044             24,623
                                                    ------------- -------------------  --------------  -----------------
Net Investment Income (Loss)  ..........                 (24,546)             157,007         410,011            402,387
                                                    ------------- -------------------  --------------  -----------------
Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity  ......................                   61,622              34,922          50,794            303,912
    Change in Unrealized Appreciation
        (Depreciation)  ................                1,071,980              34,992       (132,618)          (216,624)
                                                    ------------- -------------------  --------------  -----------------
Net Gain (Loss) on Investments  ........                1,133,602              69,914        (81,824)             87,288
                                                    ------------- -------------------  --------------  -----------------
Increase (Decrease) in Net Assets
    Resulting From Operations  .........            $   1,109,056 $           226,921 $       328,187  $         489,675
                                                    ============= =================== ===============  =================
</TABLE>

                                      F-24
<PAGE>

       AIG LIFE INSURANCE COMPANY
               (AIG LIFE)
           VARIABLE ACCOUNT I

        STATEMENT OF OPERATIONS
  For the Year Ended December 31, 1996

<TABLE>
<CAPTION>
                                                           Global                  N.
                                                           Dollar               Amer.         Utility       Conservative
                                                            Gov't               Gov't          Income          Investors
                                                        Portfolio           Portfolio       Portfolio          Portfolio
<S>                                                 <C>           <C>                 <C>              <C>
Investment Income (Loss):
    Dividends  .........................            $     157,480 $            40,868 $       156,599  $         100,316
Expenses:
    Mortality & Expense Risk Fees  .....                   54,518             106,719          94,461            113,546
    Daily Administrative Charges  ......                    6,520              13,200          11,332             13,486
                                                    ------------- -------------------  --------------  -----------------
Net Investment Income (Loss)  ..........                   96,442            (79,051)          50,806           (26,716)
                                                    ------------- -------------------  --------------  -----------------
Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity  ......................                  180,711             215,181         128,528            129,961
    Change in Unrealized Appreciation
        (Depreciation)  ................                  690,608           1,233,584         404,614            322,938
                                                    ------------- -------------------  --------------  -----------------
Net Gain (Loss) on Investments  ........                  871,319           1,448,765         533,142            452,899
                                                    ------------- -------------------  --------------  -----------------
Increase (Decrease) in Net Assets
    Resulting From Operations  .........            $     967,761 $         1,369,714 $       583,948  $         426,183
                                                    ============= =================== ===============  =================
</TABLE>

<TABLE>
<CAPTION>

                                                           Growth                               Total          Worldwide
                                                        Investors              Growth          Return      Privatization
                                                        Portfolio           Portfolio       Portfolio          Portfolio
<S>                                                 <C>           <C>                 <C>              <C>
Investment Income (Loss):
    Dividends  .........................            $      45,536 $         1,248,537 $        72,334  $          68,949
Expenses:
    Mortality & Expense Risk Fees  .....                   73,835             814,349         113,637            110,653
    Daily Administrative Charges  ......                    8,840              97,273          14,546             13,189
                                                    ------------- -------------------  --------------  -----------------
Net Investment Income (Loss)  ..........                 (37,139)             336,915        (55,849)           (54,893)
                                                    ------------- -------------------  --------------  -----------------
Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity  ......................                  215,321             466,277         109,865             86,127
    Change in Unrealized Appreciation
        (Depreciation)  ................                  300,210          15,249,478       1,397,060          1,278,096
                                                    ------------- -------------------  --------------  -----------------
Net Gain (Loss) on Investments  ........                  515,531          15,715,755       1,506,925          1,364,223
                                                    ------------- -------------------  --------------  -----------------
Increase (Decrease) in Net Assets
    Resulting From Operations  .........            $     478,392 $        16,052,670 $     1,451,076  $       1,309,330
                                                    ============= =================== ===============  =================
</TABLE>


                                      F-25
<PAGE>



       AIG LIFE INSURANCE COMPANY
               (AIG LIFE)
           VARIABLE ACCOUNT I

        STATEMENT OF OPERATIONS
  For the Year Ended December 31, 1996

<TABLE>
<CAPTION>


                                                       Technology              Quasar
                                                        Portfolio           Portfolio
<S>                                                 <C>           <C>
Investment Income (Loss):
    Dividends  .........................            $           0 $                 0
Expenses:
    Mortality & Expense Risk Fees  .....                  129,149              13,000
    Daily Administrative Charges  ......                   15,532               1,555
                                                    ------------- -------------------  --------------  -----------------
Net Investment Income (Loss)  ..........                (144,681)            (14,555)
                                                    ------------- -------------------  --------------  -----------------
Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity  ......................                   55,493                   3
    Change in Unrealized Appreciation
        (Depreciation)  ................                1,491,852             156,412
                                                    ------------- -------------------  --------------  -----------------
Net Gain (Loss) on Investments  ........                1,547,345             156,415
                                                    ------------- -------------------  --------------  -----------------
Increase (Decrease) in Net Assets
    Resulting From Operations  .........            $   1,402,664 $           141,860
                                                    ============= =================== ===============  =================
</TABLE>


                                               See Notes to Financial Statements



                                      F-26
<PAGE>


            AIG LIFE INSURANCE COMPANY
                    (AIG LIFE)
                VARIABLE ACCOUNT I

        STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended December 31,1996 and December 31,1995

                                                                   1996
<TABLE>
<CAPTION>
                                                                                                                          Growth
                                                                                   Money             Premier                   &
                                                                                  Market              Growth              Income
                                                              Total            Portfolio           Portfolio           Portfolio
<S>                                              <C>                  <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$       21,111,053  $         1,189,968  $       11,451,389   $       7,453,558
    Realized Gain (Loss) on Investment Activity  .         2,242,088                    0              84,696             118,675
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........        24,819,919                    0         (2,412,194)           3,949,531
Increase (Decrease) in Net Assets Resulting       ------------------  -------------------  ------------------   -----------------
    From Operations  .............................        48,173,060            1,189,968           9,123,891          11,521,764
                                                  ------------------  -------------------  ------------------   -----------------
Capital Transactions:
    Contract Deposits  ...........................       303,903,508           95,035,811          32,551,159          38,513,090
    Administrative Charges  ......................          (79,529)              (5,786)            (11,424)            (12,981)
    Transfers Between Funds  .....................         6,320,503         (60,701,039)          11,691,930          14,538,664
    Contract Withdrawals  ........................      (15,765,479)          (6,362,545)         (1,281,044)         (1,819,114)
    Deferred Sales Charges  ......................         (380,704)            (176,941)            (30,465)            (32,545)
    Death Benefits  ..............................       (5,210,593)          (1,314,276)           (378,874)           (811,949)
Increase (Decrease) in Net Assets Resulting       ------------------  -------------------  ------------------   -----------------
    From Capital Transactions  ...................       288,787,706           26,475,224          42,541,282          50,375,165
                                                  ------------------  -------------------  ------------------   -----------------
Total Increase (Decrease) in Net Assets  .........       336,960,766           27,665,192          51,665,173          61,896,929
Net Assets, at Beginning of Year  ................       147,465,384           19,720,965          18,209,567          24,281,412
                                                  ------------------  -------------------  ------------------   -----------------
Net Assets, at End of Year  ......................$      484,426,150  $        47,386,157  $       69,874,740   $      86,178,341

                                                      ==================  ===================  ==================   ==============
                                                                                                      1995
</TABLE>


<TABLE>
<CAPTION>                                                                                                                 
                                                                                   Money             Premier            Growth &
                                                                                  Market              Growth              Income
                                                              Total            Portfolio           Portfolio           Portfolio
<S>                                              <C>                  <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$           33,156  $           404,920  $         (65,732)   $          14,586
    Realized Gain (Loss) on Investment Activity  .           227,794                    0              92,209              30,936
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........        12,845,829                    0           1,577,208           2,933,771
Increase (Decrease) in Net Assets Resulting       ------------------  -------------------  ------------------   -----------------
    From Operations  .............................        13,106,779              404,920           1,603,685           2,979,293
                                                  ------------------  -------------------  ------------------   -----------------
Capital Transactions:
    Contract Deposits  ...........................       110,960,236           42,053,738          10,738,137          12,438,557
    Transfers Between Funds  .....................                 0         (20,616,576)           3,750,242           4,463,538
    Transfers From (To) AIG Life  ................       (4,604,746)          (4,764,668)              50,512               7,068
    Administrative Charges  ......................          (20,148)              (1,483)             (2,212)             (3,747)
    Death Benefits  ..............................       (2,287,456)          (1,099,777)            (23,760)           (243,637)
    Contract Withdrawals  ........................       (2,997,013)            (663,922)           (172,094)           (470,143)
    Deferred Sales Charges  ......................          (61,864)             (17,679)             (4,712)             (7,203)
Increase (Decrease) in Net Assets Resulting       ------------------  -------------------  ------------------   -----------------
    From Capital Transactions  ...................       100,989,009           14,889,633          14,336,113          16,184,433
                                                  ------------------  -------------------  ------------------   -----------------
Total Increase (Decrease) in Net Assets  .........       114,095,788           15,294,553          15,939,798          19,163,726
Net Assets, at Beginning of Year  ................        33,369,596            4,426,412           2,269,769           5,117,686
                                                  ------------------  -------------------  ------------------   -----------------
Net Assets, at End of Year  ......................$      147,465,384  $        19,720,965  $       18,209,567   $      24,281,412
                                                  ==================  ===================  ==================   =================
</TABLE>



                                      F-27
<PAGE>



            AIG LIFE INSURANCE COMPANY
                    (AIG LIFE)
                VARIABLE ACCOUNT I

        STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended December 31,1996 and December 31,1995

<TABLE>
<CAPTION>
                                                                                             1996

                                                                                                                   US
                                                                                                               Gov't/
                                                                        Short-term            Global             High
                                                    International     Multi-Market              Bond            Grade
                                                        Portfolio        Portfolio         Portfolio        Portfolio
<S>                                              <C>                <C>               <C>              <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$       (24,546)  $       157,007   $       410,011  $       402,387
    Realized Gain (Loss) on Investment Activity  .          61,622           34,922            50,794          303,912
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........       1,071,980           34,992         (132,618)        (216,624)
Increase (Decrease) in Net Assets Resulting       ----------------  ---------------   ---------------  ---------------
    From Operations  .............................       1,109,056          226,921           328,187          489,675
                                                  ----------------  ---------------   ---------------  ---------------
Capital Transactions:
    Contract Deposits  ...........................      15,497,251        3,535,318         2,965,502       10,728,863
    Administrative Charges  ......................         (6,467)            (658)           (1,533)          (4,992)
    Transfers Between Funds  .....................       6,319,550          150,744         1,918,259          539,517
    Contract Withdrawals  ........................       (686,795)         (62,197)         (204,154)        (880,807)
    Deferred Sales Charges  ......................        (16,028)          (1,087)           (4,666)         (16,309)
    Death Benefits  ..............................       (253,527)         (24,890)          (39,335)        (403,753)
Increase (Decrease) in Net Assets Resulting       ----------------  ---------------   ---------------  ---------------
    From Capital Transactions  ...................      20,853,984        3,597,230         4,634,073        9,962,519
                                                  ----------------  ---------------   ---------------  ---------------
Total Increase (Decrease) in Net Assets  .........      21,963,040        3,824,151         4,962,260       10,452,194
Net Assets, at Beginning of Year  ................      11,380,087        1,150,496         2,703,594       10,131,859
                                                  ----------------  ---------------   ---------------  ---------------
Net Assets, at End of Year  ......................$     33,343,127  $     4,974,647   $     7,665,854  $    20,584,053
                                                  ================  ===============   ===============  ===============
</TABLE>

<TABLE>
<CAPTION>                                                               
                                                           1995
                                                                                                                   US
                                                                                                               Gov't/
                                                                        Short-term            Global             High
                                                    International     Multi-Market              Bond            Grade
                                                        Portfolio        Portfolio         Portfolio        Portfolio
<S>                                              <C>                <C>               <C>              <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$       (63,803)  $      (10,816)   $       (9,771)  $         7,697
    Realized Gain (Loss) on Investment Activity  .          29,327         (23,794)          (15,732)           40,450
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........         737,015           66,442           291,336          850,195
Increase (Decrease) in Net Assets Resulting       ----------------  ---------------   ---------------  ---------------
    From Operations  .............................         702,539           31,832           265,833          898,342
                                                  ----------------  ---------------   ---------------  ---------------
Capital Transactions:
    Contract Deposits  ...........................       4,534,346          926,377         1,117,003        5,364,390
    Transfers Between Funds  .....................       1,557,208        (676,387)           591,145        1,361,265
    Transfers From (To) AIG Life  ................         142,335          (2,678)          (45,688)         (14,266)
    Administrative Charges  ......................         (2,776)            (232)             (450)          (1,450)
    Death Benefits  ..............................        (68,089)          (1,048)           (7,371)        (190,203)
    Contract Withdrawals  ........................       (269,782)         (35,410)          (97,067)        (301,386)
    Deferred Sales Charges  ......................         (5,086)                0           (2,793)          (3,319)
Increase (Decrease) in Net Assets Resulting       ----------------  ---------------   ---------------  ---------------
    From Capital Transactions  ...................       5,888,156          210,622         1,554,779        6,215,031
                                                  ----------------  ---------------   ---------------  ---------------
Total Increase (Decrease) in Net Assets  .........       6,590,695          242,454         1,820,612        7,113,373
Net Assets, at Beginning of Year  ................       4,789,392          908,042           882,982        3,018,486
                                                  ----------------  ---------------   ---------------  ---------------
Net Assets, at End of Year  ......................$     11,380,087  $     1,150,496   $     2,703,594  $    10,131,859
                                                  ================  ===============   ===============  ===============
</TABLE>


                                      F-28
<PAGE>



            AIG LIFE INSURANCE COMPANY
                    (AIG LIFE)
                VARIABLE ACCOUNT I

        STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended December 31,1996 and December 31, 1995


<TABLE>
<CAPTION>
                                                                                             1996

                                                           Global               N.
                                                           Dollar            Amer.           Utility     Conservative
                                                            Gov't            Gov't            Income        Investors
                                                        Portfolio        Portfolio         Portfolio        Portfolio
<S>                                              <C>                <C>               <C>              <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$         96,442  $      (79,051)   $        50,806  $      (26,716)
    Realized Gain (Loss) on Investment Activity  .         180,711          215,181           128,528          129,961
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........         690,608        1,233,584           404,614          322,938
Increase (Decrease) in Net Assets Resulting       ----------------  ---------------   ---------------  ---------------
    From Operations  .............................         967,761        1,369,714           583,948          426,183
                                                  ----------------  ---------------   ---------------  ---------------
Capital Transactions:
    Contract Deposits  ...........................       2,406,515        6,159,973         4,137,659        6,884,955
    Administrative Charges  ......................         (1,213)          (2,485)           (2,077)          (2,289)
    Transfers Between Funds  .....................       1,040,481          610,451         1,611,229        1,626,943
    Contract Withdrawals  ........................       (308,516)        (536,764)         (250,771)        (371,748)
    Deferred Sales Charges  ......................        (16,223)         (14,601)           (2,098)          (3,819)
    Death Benefits  ..............................        (68,328)        (273,075)          (94,291)        (116,109)
Increase (Decrease) in Net Assets Resulting       ----------------  ---------------   ---------------  ---------------
    From Capital Transactions  ...................       3,052,716        5,943,499         5,399,651        8,017,933
                                                  ----------------  ---------------   ---------------  ---------------
Total Increase (Decrease) in Net Assets  .........       4,020,477        7,313,213         5,983,599        8,444,116
Net Assets, at Beginning of Year  ................       2,818,364        5,594,802         4,230,908        4,690,069
                                                  ----------------  ---------------   ---------------  ---------------
Net Assets, at End of Year  ......................$      6,838,841  $    12,908,015   $    10,214,507  $    13,134,185
                                                  ================  ===============   ===============  ===============
</TABLE>

<TABLE>
<CAPTION>
                                                                                            1995

                                                           Global               N.
                                                           Dollar            Amer.           Utility     Conservative
                                                            Gov't            Gov't            Income        Investors
                                                        Portfolio        Portfolio         Portfolio        Portfolio
<S>                                              <C>                <C>               <C>              <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$          (975)  $        60,098   $      (16,682)  $      (23,370)
    Realized Gain (Loss) on Investment Activity  .           8,612        (170,057)            33,618           22,158
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........         347,878          905,309           371,845          269,922
Increase (Decrease) in Net Assets Resulting       ----------------  ---------------   ---------------  ---------------
    From Operations  .............................         355,515          795,350           388,781          268,710
                                                  ----------------  ---------------   ---------------  ---------------
Capital Transactions:
    Contract Deposits  ...........................       1,202,676        2,579,730         2,546,126        3,212,305
    Transfers Between Funds  .....................         662,282        (396,005)           477,280          797,350
    Transfers From (To) AIG Life  ................               0                0          (24,043)                0
    Administrative Charges  ......................           (380)          (1,573)             (537)            (884)
    Death Benefits  ..............................        (32,866)        (145,317)         (107,631)        (135,759)
    Contract Withdrawals  ........................        (43,561)        (199,515)         (147,166)         (78,277)
    Deferred Sales Charges  ......................           (784)          (2,934)           (3,000)          (3,357)
Increase (Decrease) in Net Assets Resulting       ----------------  ---------------   ---------------  ---------------
    From Capital Transactions  ...................       1,787,367        1,834,386         2,741,029        3,791,378
                                                  ----------------  ---------------   ---------------  ---------------
Total Increase (Decrease) in Net Assets  .........       2,142,882        2,629,736         3,129,810        4,060,088
Net Assets, at Beginning of Year  ................         675,482        2,965,066         1,101,098          629,981
                                                  ----------------  ---------------   ---------------  ---------------
Net Assets, at End of Year  ......................$      2,818,364  $     5,594,802   $     4,230,908  $     4,690,069
                                                  ================  ===============   ===============  ===============
</TABLE>


                                      F-29
<PAGE>




            AIG LIFE INSURANCE COMPANY
                    (AIG LIFE)
                VARIABLE ACCOUNT I

        STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended December 31,1996 and December 31, 1995


<TABLE>
<CAPTION>

                                                                                             1996


                                                           Growth                              Total        Worldwide
                                                        Investors           Growth            Return    Privatization
                                                        Portfolio        Portfolio         Portfolio        Portfolio
<S>                                              <C>                <C>               <C>              <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$       (37,139)  $       336,915   $      (55,849)  $      (54,893)
    Realized Gain (Loss) on Investment Activity  .         215,321          466,277           109,865           86,127
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........         300,210       15,249,478         1,397,060        1,278,096
Increase (Decrease) in Net Assets Resulting       ----------------  ---------------   ---------------  ---------------
    From Operations  .............................         478,392       16,052,670         1,451,076        1,309,330
                                                  ----------------  ---------------   ---------------  ---------------
Capital Transactions:
    Contract Deposits  ...........................       3,457,199       45,760,038         8,048,133        6,615,023
    Administrative Charges  ......................         (1,672)         (20,050)           (2,152)          (2,506)
    Transfers Between Funds  .....................         612,926       13,984,438         2,568,470        2,575,271
    Contract Withdrawals  ........................       (259,364)      (2,021,823)         (213,664)        (226,493)
    Deferred Sales Charges  ......................         (6,376)         (45,403)           (2,683)          (6,165)
    Death Benefits  ..............................       (110,606)        (984,450)         (258,515)         (27,722)
Increase (Decrease) in Net Assets Resulting       ----------------  ---------------   ---------------  ---------------
    From Capital Transactions  ...................       3,692,107       56,672,750        10,139,589        8,927,408
                                                  ----------------  ---------------   ---------------  ---------------
Total Increase (Decrease) in Net Assets  .........       4,170,499       72,725,420        11,590,665       10,236,738
Net Assets, at Beginning of Year  ................       3,405,045       30,946,879         3,865,220        4,336,117
                                                  ----------------  ---------------   ---------------  ---------------
Net Assets, at End of Year  ......................$      7,575,544  $   103,672,299   $    15,455,885  $    14,572,855
                                                  ================  ===============   ===============  ===============
</TABLE>

<TABLE>
<CAPTION>
                                                                                             1995


                                                           Growth                              Total        Worldwide
                                                        Investors           Growth            Return    Privatization
                                                        Portfolio        Portfolio         Portfolio        Portfolio
<S>                                              <C>                <C>               <C>              <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$       (16,228)  $     (202,887)   $      (13,957)  $      (29,924)
    Realized Gain (Loss) on Investment Activity  .          14,539          142,991            16,746            5,791
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........         201,543        3,832,350           257,274          203,741
Increase (Decrease) in Net Assets Resulting       ----------------  ---------------   ---------------  ---------------
    From Operations  .............................         199,854        3,772,454           260,063          179,608
                                                  ----------------  ---------------   ---------------  ---------------
Capital Transactions:
    Contract Deposits  ...........................       2,350,845       16,825,901         2,819,685        2,250,420
    Transfers Between Funds  .....................         665,831        5,917,824           566,214          878,789
    Transfers From (To) AIG Life  ................               0           43,380             3,302                0
    Administrative Charges  ......................           (195)          (3,382)             (112)            (735)
    Death Benefits  ..............................        (77,953)         (83,793)          (65,588)          (4,664)
    Contract Withdrawals  ........................        (22,616)        (414,058)          (53,176)         (28,840)
    Deferred Sales Charges  ......................             (3)         (10,734)              (38)            (222)
Increase (Decrease) in Net Assets Resulting       ----------------  ---------------   ---------------  ---------------
    From Capital Transactions  ...................       2,915,909       22,275,138         3,270,287        3,094,748
                                                  ----------------  ---------------   ---------------  ---------------
Total Increase (Decrease) in Net Assets  .........       3,115,763       26,047,592         3,530,350        3,274,356
Net Assets, at Beginning of Year  ................         289,282        4,899,287           334,870        1,061,761
                                                  ----------------  ---------------   ---------------  ---------------
Net Assets, at End of Year  ......................$      3,405,045  $    30,946,879   $     3,865,220  $     4,336,117
                                                  ================  ===============   ===============  ===============
</TABLE>



                                      F-30
<PAGE>




            AIG LIFE INSURANCE COMPANY
                    (AIG LIFE)
                VARIABLE ACCOUNT I

        STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended December 31,1996 and December 31, 1995


<TABLE>
<CAPTION>


                                                                  1996



                                                       Technology           Quasar
                                                        Portfolio        Portfolio
<S>                                              <C>                <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$      (144,681)  $      (14,555)
    Realized Gain (Loss) on Investment Activity  .          55,493                3
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........       1,491,852          156,412
Increase (Decrease) in Net Assets Resulting       ----------------  ---------------
    From Operations  .............................       1,402,664          141,860
                                                  ----------------  ---------------
Capital Transactions:
    Contract Deposits  ...........................      17,192,089        4,414,930
    Administrative Charges  ......................           (606)            (638)
    Transfers Between Funds  .....................       4,880,120        2,352,549
    Contract Withdrawals  ........................       (246,071)         (33,609)
    Deferred Sales Charges  ......................         (5,285)             (10)
    Death Benefits  ..............................        (50,893)                0
Increase (Decrease) in Net Assets Resulting       ----------------  ---------------
    From Capital Transactions  ...................      21,769,354        6,733,222
Total Increase (Decrease) in Net Assets  .........      23,172,018        6,875,082
                                                  ----------------  ---------------
Net Assets, at Beginning of Year  ................               0                0
                                                  ----------------  ---------------
Net Assets, at End of Year  ......................$     23,172,018  $     6,875,082
                                                  ================  ===============
</TABLE>

<TABLE>
<CAPTION>

                                                                   1995



                                                       Technology           Quasar
                                                        Portfolio        Portfolio
<S>                                              <C>                <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$              0  $             0
    Realized Gain (Loss) on Investment Activity  .               0                0
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........               0                0
Increase (Decrease) in Net Assets Resulting       ----------------  ---------------
    From Operations  .............................               0                0
                                                  ----------------  ---------------
Capital Transactions:
    Contract Deposits  ...........................               0                0
    Transfers Between Funds  .....................               0                0
    Transfers From (To) AIG Life  ................               0                0
    Administrative Charges  ......................               0                0
    Death Benefits  ..............................               0                0
    Contract Withdrawals  ........................               0                0
    Deferred Sales Charges  ......................               0                0
Increase (Decrease) in Net Assets Resulting       ----------------  ---------------
    From Capital Transactions  ...................               0                0
                                                  ----------------  ---------------
Total Increase (Decrease) in Net Assets  .........               0                0
Net Assets, at Beginning of Year  ................               0                0
                                                  ----------------  ---------------
Net Assets, at End of Year  ......................$              0  $             0
                                          ================  ===============

</TABLE>


                                      F-31
<PAGE>

                     AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I

                          NOTES TO FINANCIAL STATEMENTS

1. History

Variable Account I (the "Account") is a separate  investment  account maintained
under the  provisions of Delaware  Insurance Law by AIG Life  Insurance  Company
(the "Company"),  a subsidiary of American International Group, Inc. The Account
operates as a unit investment trust registered under the Investment  Company Act
of 1940, as amended,  and supports the  operations  of the Company's  individual
single purchase payment deferred variable annuity contracts, individual flexible
premium deferred  variable annuity contracts and group flexible premium deferred
variable annuity contracts (the  "contracts").  The Account invests in shares of
Alliance Variable Products Series Fund, Inc. (the "Fund").  The Fund consists of
seventeen series:  Money Market Portfolio;  Short-Term  Multi-Market  Portfolio;
Premier  Growth  Portfolio  (formerly the Growth  Portfolio);  Growth and Income
Portfolio;  International Portfolio; Global Bond Portfolio; U.S. Government/High
Grade Securities Portfolio;  Global Dollar Government Portfolio;  North American
Government   Portfolio;   Utility  Income  Portfolio;   Conservative   Investors
Portfolio; Growth Investors Portfolio; Growth Portfolio; Total Return Portfolio;
World Privatization  Portfolio;  Quasar Portfolio and Technology Portfolio.  The
Account  invests  in shares of other  funds  which  are not  available  to these
contracts.

The assets of the Account are the  property of the  Company.  The portion of the
Account's assets applicable to the contracts are not chargeable with liabilities
arising out of any other business conducted by the Company.

In addition to the  Account,  a contract  owner may also  allocate  funds to the
Guaranteed  Account,  which is part of the Company's  general  account.  Amounts
allocated  to the  Guaranteed  Account are credited  with a  guaranteed  rate of
interest  for  a  selected   period.   Because  of  exemptive  and  exclusionary
provisions,  interests in the Guaranteed  Account have not been registered under
the Securities Act of 1933 and the Guaranteed Account has not been registered as
an investment company under the Investment Company Act of 1940.

2. Summary of Significant Accounting Policies

The following is a summary of significant  accounting  policies  followed by the
Account in preparation of the financial  statements in conformity with generally
accepted accounting principles.

A.  Investment  Valuation  - The  investments  in the Funds are stated at market
value  which  is the  net  asset  value  of  each of the  respective  series  as
determined  at the close of business on the last  business  day of the period by
the Fund.

B.  Accounting for Investments - Investment  transactions  are accounted for on
the date the investments are  purchased or sold. Dividend income is recorded on
the ex-dividend date.

C.  Federal  Income  Taxes - The  Company is taxed  under  federal law as a life
insurance company.  The Account is part of the Company's total operations and is
not taxed  separately.  Under  existing  federal  law,  no taxes are  payable on
investment income and realized capital gains of the Account.

D. The preparation of the accompanying  financial statements required management
to make estimates and assumptions  that affect the reported values of assets and
liabilities  and the reported  amounts from  operations and policy  transactions
during. Actual results could differ from those estimates.

                                      F-32
<PAGE>





                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I

                    NOTES TO FINANCIAL STATEMENTS (continued)

3. Contract Charges

Daily  charges  for  mortality  and  expense  risks  assumed by the  Company are
assessed  through  the daily unit value  calculation  and are  equivalent  on an
annual basis to 1.25% of the value of the contracts.

Daily charges for  administrative  expenses are assessed  through the daily unit
value calculation and are equivalent on an annual basis to 0.15% of the value of
the contracts.  In addition, an annual  administrative  expense charge of $30 is
assessed against each contract on its anniversary date by surrendering units.

The contracts provide that in the event that a contract owner withdraws all or a
portion of the contract  value within six contract  years of a premium  payment,
they will be assessed a deferred  sales  charge.  The  deferred  sales charge is
based on a table of charges,  of which the maximum  charge is 6% of the contract
value for single premium  contracts and 6% of premiums paid for flexible premium
contracts, subject to a maximum of 8.5% of purchase payments.

Certain  states impose  premium  taxes upon  contracts.  The Company  intends to
advance premium taxes due until the contract is surrendered or annuitized.





                                      F-33
<PAGE>


             AIG LIFE INSURANCE COMPANY
                     (AIG LIFE)
                VARIABLE ACCOUNT I

         NOTES TO FINANCIAL STATEMENTS (continued)

4. Purchases of Investments

For the year ended December 31, 1996, investment activity in the Fund was
as follows:

<TABLE>
<CAPTION>
                                                            Cost of          Proceeds
                                                           Purchases        From Sales

<S>                                                <C>                 <C>
Shares of
Alliance Variable Product Series Fund, Inc.:
        Money Market Portfolio ................... $     124,219,021   $    96,475,207
        Premier Growth Portfolio .................        54,607,443           573,341
        Growth & Income Portfolio ................        58,328,638           499,791
        International Portfolio ..................        21,439,246           609,672
        Short-Term Multi-Market Portfolio ........         5,858,005         2,103,874
        Global Bond Portfolio ....................         5,428,581           384,469
        U.S. Government/High Grade
            Securities Portfolio .................        13,226,814         2,862,834
        Global Dollar Government Portfolio .......         3,979,512           830,352
        North American Government Portfolio ......         7,768,254         1,904,000
        Utility Income Portfolio .................         6,308,123           857,662
        Conservative Investors Portfolio..........         9,327,023         1,333,009
        Growth Investors Portfolio................         5,072,368         1,417,398
        Growth Portfolio..........................        58,532,808         1,522,096
        Total Return Portfolio....................        10,622,604           539,390
        Worldwide Privatization Portfolio.........         9,357,325           484,806
        Technology Portfolio......................        22,557,083           932,410
        Quasar Portfolio..........................         6,719,429               762

</TABLE>

For the year ended December 31, 1995, investment activity in the Fund was
as follows:

<TABLE>
<CAPTION>


                                                          Cost of          Proceeds
                                                         Purchases        From Sales
<S>                                                <C>                 <C>
Shares of
Alliance Variable Product Series Fund, Inc.:
        Money Market Portfolio ................... $      56,570,058   $    41,329,450
        Premier Growth Portfolio .................        14,640,694           406,155
        Growth & Income Portfolio ................        16,709,417           507,421
        International Portfolio ..................         6,489,642           661,150
        Short-Term Multi-Market Portfolio ........         1,023,930           824,682
        Global Bond Portfolio ....................         1,794,840           250,848
        U.S. Government/High Grade
            Securities Portfolio .................         7,214,306           993,437
        Global Dollar Government Portfolio .......         1,943,805           158,164
        North American Government Portfolio ......         3,328,334         1,437,414
        Utility Income Portfolio .................         3,187,048           463,917
        Conservative Investors Portfolio..........         4,006,150           241,575
        Growth Investors Portfolio................         3,089,209           189,823
        Growth Portfolio..........................        22,675,221           608,865
        Total Return Portfolio....................         3,428,937           172,275
        Worldwide Privatization Portfolio.........         3,135,858            72,161


</TABLE>




                                   See Notes to Financial Statements



                                      F-34
<PAGE>


AIG LIFE INSURANCE COMPANY
(AIG LIFE)
VARIABLE ACCOUNT I

NOTES TO FINANCIAL STATEMENTS (continued)




5.  Net Increase (Decrease) in Accumulation Units

For the year ended December 31, 1996, transactions in accumulation units 
of the account were as follows:


<TABLE>
<CAPTION>

                                                     Money        Premier       Growth &        Inter-       Short-Term
                                                    Market         Growth       Income          national     Multi-Market
                                                 Portfolio      Portfolio      Portfolio       Portfolio        Portfolio
                                         ------------------ --------------- ------------- ----------------  ---------------
<S>                                    <C>                 <C>             <C>           <C>              <C>
        VARIABLE ANNUITY
Units Purchased .......................        8,796,365.86   2,084,711.01   2,260,624.63    1,290,635.49       340,721.53
Units Withdrawn .......................        (723,239.50)   (108,678.76)   (156,458.14)     (80,833.03)       (8,846.25)
Units Transferred Between Funds .......      (6,016,679.85)     721,775.80     833,136.97      496,947.61        11,939.69
Units Transferred From (To) AIG Life ..          407,756.13      21,432.90      17,265.13       30,740.86         2,047.02
                                         ------------------ --------------- ------------- ----------------  ---------------
Net Increase (Decrease) ...............        2,464,202.64   2,719,240.95   2,954,568.59    1,737,490.93       345,861.99
Units, at Beginning of the Year .......        1,856,020.37   1,252,211.18   1,554,549.81      981,260.91       115,207.71
                                         ------------------ --------------- ------------- ----------------  ---------------
Units, at End of the Year .............        4,320,223.01   3,971,452.13   4,509,118.40    2,718,751.84       461,069.70
                                         ================== =============== ============= ================  ===============

Unit Value at December 31, 1996 .......$              10.97 $        17.59  $       19.11 $         12.26   $        10.79
                                          ================= =============== ============= ================  ==============


</TABLE>
<TABLE>
<CAPTION>

                                                                       US
                                                                   Gov't/         Global
                                                    Global           High         Dollar        N. Amer.          Utility
                                                      Bond          Grade          Gov't           Gov't           Income
                                                 Portfolio      Portfolio      Portfolio       Portfolio        Portfolio
                                         ------------------ --------------- ------------- ----------------  ---------------
<S>                                    <C>                 <C>            <C>            <C>             <C>
Units Purchased .......................          233,692.55     996,252.44     182,535.05      536,416.92       348,379.61
Units Withdrawn .......................         (19,741.90)   (120,056.65)    (44,624.47)     (73,167.16)      (30,038.55)
Units Transferred Between Funds .......          150,059.95      49,854.06      85,441.22       47,546.87       132,563.25
Units Transferred From (To) AIG Life ..            1,185.68     (2,623.20)       7,996.68        5,068.87         3,669.32
                                         ------------------ --------------- ------------- ----------------  ---------------
Net Increase (Decrease) ...............          365,196.28     923,426.65     231,348.48      515,865.50       454,573.63
Units, at Beginning of the Year .......          213,886.71     914,988.76     238,452.60      531,374.67       358,005.39
                                         ------------------ --------------- ------------- ----------------  ---------------
Units, at End of the Year .............          579,082.99   1,838,415.41     469,801.08    1,047,240.17       812,579.02
                                         ================== ============================= ================  ===============

Unit Value at December 31, 1996 .......$              13.24 $        11.20 $        14.56 $         12.33   $        12.57
                                           ================ ============== ============== ===============   ==============

</TABLE>


<TABLE>
<CAPTION>


                                             Conservative          Growth                         Total         Worldwide
                                                 Investors      Investors         Growth          Return    Privatization
                                                 Portfolio      Portfolio      Portfolio       Portfolio        Portfolio
                                         ------------------ --------------- ------------- ----------------  ---------------
<S>                                    <C>                 <C>            <C>            <C>             <C>
Units Purchased .......................          604,571.89     294,102.58   2,953,000.53      656,076.82       549,440.85
Units Withdrawn .......................         (43,485.65)    (31,374.03)   (193,755.79)     (38,002.90)      (21,898.01)
Units Transferred Between Funds .......          108,787.09      46,862.27     858,524.80      208,144.59       211,012.83
Units Transferred From (To) AIG Life ..           34,107.88       7,641.35      23,950.36        1,344.37         1,908.28
                                         ------------------ --------------- ------------- ----------------  ---------------
Net Increase (Decrease) ...............          703,981.21     317,232.17   3,641,719.90      827,562.88       740,463.95
Units, at Beginning of the Year .......          405,192.27     292,173.06   2,215,092.12      328,256.04       394,704.27
                                         ------------------ --------------- ------------- ----------------  ---------------
Units, at End of the Year .............        1,109,173.48     609,405.23   5,856,812.02    1,155,818.92     1,135,168.22
                                         ================== =============== ============= ================  ===============

Unit Value at December 31, 1996 .......    $          11.84 $        12.43 $        17.70 $         13.37   $        12.84
                                           ================ ============== ============== ===============   ==============

</TABLE>

<TABLE>
<CAPTION>


                                                Technology         Quasar
                                                 Portfolio      Portfolio
                                         ------------------ ---------------
<S>                                    <C>                 <C>
Units Purchased .......................        1,682,807.82     426,068.24
Units Withdrawn .......................         (28,774.63)     (3,269.47)
Units Transferred Between Funds .......          462,461.23     226,953.08
Units Transferred From (To) AIG Life ..           11,197.26         150.89
                                         ------------------ ---------------
Net Increase (Decrease) ...............        2,127,691.68     649,902.74
Units, at Beginning of the Year .......                0.00           0.00
                                         ------------------ ---------------
Units, at End of the Year .............        2,127,691.68     649,902.74
                                         ================== ===============

Unit Value at December 31, 1996 .......$              10.89      $   10.58
                                                ============     =========

</TABLE>


                                     
<PAGE>
                                   

                          AIG LIFE INSURANCE COMPANY
                                One Alico Plaza
                          Wilmington, Delaware 19899

                              
                                 PROSPECTUS FOR 
                      INDIVIDUAL AND GROUP  SINGLE PREMIUM
                               AND FLEXIBLE PREMIUM
                          VARIABLE ANNUITY CONTRACTS
    

                                   issued by

                              VARIABLE ACCOUNT I

                                      and

                          AIG LIFE INSURANCE COMPANY

   
      The  Individual  Deferred  Variable  Annuity  Contracts  (the  "Individual
Contracts")  and  Group  Deferred   Variable   Annuity   Contracts  ("the  Group
Contracts") (collectively, 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)  Plan").  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.

      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 choices: the Conservative  Investors Portfolio,  Growth
Investors Portfolio, Growth Portfolio,  Quasar Portfolio,  Technology Portfolio,
or Growth and Income  Portfolio of the ALLIANCE  VARIABLE  PRODUCTS SERIES FUND,
INC.  ("Alliance Funds");  the VIP High Income Portfolio,  VIP Growth Portfolio,
VIP  Money  Market  Portfolio,  VIP  Overseas  Portfolio,  VIP II Asset  Manager
Portfolio, or VIP II Investment Grade Bond Portfolio of the FIDELITY INVESTMENTS
VARIABLE  INSURANCE  PRODUCTS  FUNDS  ("Fidelity  Funds");  the Zero Coupon 2000
Portfolio  of  the  DREYFUS  VARIABLE  INVESTMENT  FUND  ("Dreyfus  Fund");  the
Worldwide Hard Assets Portfolio,  or Worldwide Balanced Portfolio of the VAN ECK
WORLDWIDE  INSURANCE  TRUST ("Van Eck Funds");  the DREYFUS STOCK INDEX FUND; or
the Short-Term  Retirement  Portfolio,  Medium-Term  Retirement Portfolio or the
Long-Term Retirement Portfolio of the TOMORROW FUNDS RETIREMENT TRUST ("Tomorrow
Funds").

      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  datedMay  1,  1997,  call or  write  AIG  Life  Insurance  Company;
Attention:  Variable  Products,  One Alico Plaza,  Wilmington,  Delaware  19801,
1-800-340-2765.
    

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.

   
INVESTMENTS IN THESE  CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS  OF, AND ARE NOT
GUARANTEED  OR  ENDORSED  BY,  THE  ADVISER  OF  ANY  BANK  OR  BANK  AFFILIATE.
INVESTMENTS  ARE  NOT  FEDERALLY   INSURED  BY  THE  FEDERAL  DEPOSIT  INSURANCE
CORPORATION,  THE FEDERAL RESERVE BOARD, OR ANY OTHER  GOVERNMENTAL  AGENCY. ANY
INVESTMENT IN THE CONTRACT  INVOLVES  CERTAIN  INVESTMENT RISK WHICH MAY INCLUDE
THE POSSIBLE LOSS OF PRINCIPAL.
    

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

      THE  CONTRACTS  OFFERED  BY THIS  PROSPECTUS  ARE NOT  AVAILABLE  IN ALL
STATES.
   
                                              Date of Prospectus:  May 1, 1997
    




                                       2
<PAGE>




                                TABLE CONTENTS
<TABLE>
<CAPTION>

                                                                   PAGE

<S>                                                                <C>    

Definitions....................................
Highlights.....................................
Fee
Table.............................................
Summary of Expenses............................

Condensed Financial Information................
The Company....................................
The Variable Account...........................
The Funds......................................
Charges and Deductions.........................


Administration of the Contracts................
Rights under the Contracts.....................
Annuity Period.................................


Death Benefit..................................

Purchasing a Contract..........................

Contract Value.................................
Withdrawals....................................

Taxes..........................................


Appendix - General Account Option..............
Table of Contents of the Statement of Additional Information.....
</TABLE>




                                       3
<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 on last birthday.
    

Annuitant  - The person  upon whose  continuation  of life any  annuity  payment
involving life contingencies depends. The Annuitant is 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 Contract  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.  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.

   
Office  - The  Annuity  Service  Office  of the  Company:c/o  Delaware  Valley
Financial   Services,   Inc.   300  Berwyn  Park,   P.O.  Box  3031,   Berwyn,
Pennsylvania 191312-0031.
    

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

   
Premium  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.
    

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.,  Eastern  Standard 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.




                                       4
<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 invests in shares of the Portfolios of the available Funds.

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 of a premium  payment
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
premium to which the charge is applicable for flexible premium Contracts, and 6%
of the Contract Value for single premium Contracts, subject to a maximum of 8.5%
of purchase  payments.  (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%.  (See  "Charges and  Deductions - Deduction  for State Premium 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.  (See "Charges
and Deductions - Deduction for Administrative Charge" on page ______.)

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

   
Surrenders  and  withdrawals  may be taxable and subject to a penalty tax.  (See
"Taxes" beginning on page .)

The Owner may  return  the  Contract  within  twenty  (20) days (the  "Free Look
Period")  after it is  received  by  delivering  or mailing it to the  Company's
Office.  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.  In the case of Contracts  issued in connection
with an IRA, the Company will refund the greater of the purchase  payment,  less
any withdrawals,  or 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.
    

                                       5
<PAGE>

                                   FEE TABLE

<TABLE>
<CAPTION>


Owner Transaction Expenses
                                                                All Sub-Accounts
<S>                                                                  <C>

Sales Load Imposed on Purchases.......................................None
</TABLE>
           
           Surrender Charge (as a percentage of amount surrendered):
<TABLE>
<CAPTION>

Single Premium Contracts            Flexible Premium Contracts
- ------------------------            --------------------------
<S>                                     <C>                      <C>

    Contract Year 1                        Premium Year 1             6%    
    Contract Year 2                        Premium Year 2             5%    
    Contract Year 3                        Premium Year 3             4%    
    Contract Year 4                        Premium Year 4             3%     
    Contract Year 5                        Premium Year 5             2%    
    Contract Year 6                        Premium Year 6             1%    
    Contract Year 7                        Premium Year 7             None  
    and thereafter                         and thereafter                    
                                                                     

Exchange Fee Currently:
First 12 Per Contract Year                                            None
Thereafter                                                            $ 10

Annual Contract Fee                                                   $ 30

Separate Account Expenses
(as a percentage of average account value)
Mortality and Expense Risk Fees                                       1.25%
Account Fees and Expenses                                             0.15%

Total Separate Account Annual Expenses                                1.40%
</TABLE>

                                       6
<PAGE>

                               SUMMARY OF EXPENSES

   
Annual Fund Expenses After Expense Reimbursements*
<TABLE>
<CAPTION>
                                                Total
                                    Management  Other       Portfolio
Portfolio                           Fee         Expenses    Expenses
<S>                                 <C>        <C>          <C>   

Alliance Conservative Investors     0.30%       0.65%       0.95(1)
Alliance Growth Investors           0.00%       0.95%       0.95%(1)
Alliance Growth                     0.74%       0.19%       0.93%(1)
Alliance Growth and Income          0.63%       0.19%       0.82%(1)
+Alliance Quasar                    0.00%       0.95%       0.95%(1)
+Alliance Technology                0.33%       0.62%       0.95%(1)
Fidelity VIP High Income            0.59%       0.12%       0.71%(4)
Fidelity VIP Growth                 0.61%       0.08%       0.69%(4)
Fidelity VIP Money Market           0.21%       0.09%       0.30%(4)
Fidelity VIP Overseas               0.76%       0.17%       0.93%(4)
Fidelity VIP II Asset Manager       0.64%       0.10%       0.74%(4)
Fidelity VIP II
Investment Grade Bond               0.45%       0.13%       0.58%(4)
+Van Eck Worldwide  Hard Assets     1.00%       0.23%       1.23%(5)
Van Eck Worldwide Balanced          0.00%       0.00%       0.00%(5)
Dreyfus Zero Coupon 2000            0.45%       0.21%       0.66%(3)
Dreyfus Stock Index                 0.245%      0.055%      0.30%(3)
Tomorrow Short-Term Retirement      0.00%       1.50%       1.50%(2)
Tomorrow Medium-Term Retirement     0.00%       1.50%       1.50%(2)
Tomorrow Long-Term Retirement       0.00%       1.50%       1.50%(2)



The purpose of the table set forth above is to assist the Owner in understanding
the various  costs and expense that an Owner will bear  directly or  indirectly.
The table reflects  expenses of the Variable  Account as well as the Fund.  (See
"Charges and Deductions" on page of this  Prospectus and each Fund's  Prospectus
for further information.)


      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 .)

<FN>

      *"Other  Expenses" are based upon the expenses  outlined under the section
discussing the management of the Fund in each Fund's attached Prospectus.


+The  Operating  Expenses for the Quasar,  Technology  and Worldwide Hard Assets
Portfolio set forth above have been  annualized  for those  portfolios  have not
been in effect for a full year.

++ As of May 1, 1997 the Van Eck Gold and Natural  Resources  Portfolio  will no
longer be offered.  The Van Eck Gold and Natural  Resources  Portfolio  has been
replaced by with the Van Eck Worldwide  Hard Assets Fund for which expenses have
been described above.

*Operating  Expenses for the following  Portfolios  before  reimbursement by the
relevant  Fund's  investment  advisor,  for the period ending December 31, 1996,
were as follows:

(1) Alliance Variable Product Series Funds:  1.40% for Conservative  Investors;
1.85%for Growth Investors;  0.93%for Growth;  4.44% for Quasar;  and 1.62% for
Technology, of average daily net assets;

(2) Tomorrow  Retirement  Funds- 19.10% for the Short-Term  Retirement,  20.86%
for the Medium Term  Retirement  and 40.49% for the Long-Term  Retirement,  of
average daily net assets;

(3)  Regarding  the Dreyfus  Fund,  the expenses set forth above are the actual
total expenses without any expense reimbusement;

(4) With  respect to the  Fidelity  VIP and VIP II funds,  the expenses set forth
above are actual total expenses.  However a portion of the brokerahge commission
that certain funds pay was used to reduce fund  expenses.  In addition,  certain
funds have entered into  arrangements  with their  custodian and transfer  agent
wheby interest  earned on univested  cash balances was used to reduce  custodian
and transfer agent  expenses.  Including  thesereductions,  the total  operating
expenses  presented in the table would have been .67% for the Growth  Portfolio,
 .92% for the Overseas Portfolio, and .73% for the Asset Manager Portfolio;

(5) The Van Eck Funds:  2.49% for the  Worldwide  Balance  Fund and 1.24% for the
Worldwide Hard Assets Fund. The fee respecting In addition Van Eck has disclosed
that with respect to the Hard Assets Fund,  the Fund directs  certain  portfolio
trades  to a  broker  that,  in turn  pays a  portion  of the  Fund's  operating
expenses.  For the year  ended  December  31,  1996,  the Fund's  expenses  were
redueced by $7,290  under this  arrangement.  The Fund could have  invested  the
assets used in connection with the directed  brokerage  arrangement in an income
producing asset if it had not entered in to such an arrangement.
</FN>
</TABLE>
    


THE  EXAMPLES  SHOULD  NOT BE  CONSIDERED  A  REPRESENTATION  OF PAST OR  FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.


                                       7
<PAGE>
   

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



                                                        If  you surrender
Portfolios                                        1 Year    3 Years  5 Years  10 Years
- ---------------------------
<S>                                               <C>       <C>      <C>    <C>    

Alliance Conservative Investors                      80       114      149   275
Alliance Growth Investors                            80       114      149   275
Alliance Growth                                      80       113      148   273
Alliance Growth and Income                           79       110      143   262
Alliance Quasar                                      80       114      149   275
Alliance Technology                                  80       114      149   275
Fidelity VIP High Income                             78       107      137   250
Fidelity VIP Growth                                  77       106      136   248
Fidelity VIP Money Market                            74        95      117   207
Fidelity VIP Overseas                                80       113      148   272
Fidelity VIP II Asset Manager                        78       108      139   253
Fidelity VIP II Investment Grade Bond                76       103      131   237
Dreyfus Zero Coupon 2000                             77       106      135   245
Dreyfus Stock Index                                  74       95       117   207
Van Eck Worldwide Hard Assets                        82       122      163   302
Van Eck Worldwide Balanced                           71        86      101   175
Tomorrow Short-Term Retirement                       85       130      176   328
Tomorrow Medium-Term Retiremenet                     85       130      176   328
Tomorrow Long-Term Retirement                        85       130      176   328
</TABLE>
    

                                       8
<PAGE>


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

                                                  If      you surrender
Portfolios                                     1 Year     3 Years   5 Years     10 Years
- ---------------------------
<S>                                            <C>        <C>      <C>        <C>

Alliance Conservative Investors                 78         111      147        275
Alliance Growth Investors                       78         111      147        275
Alliance Growth                                 78         111      146        273
Alliance Growth and Income                      77         107      140        262
Alliance Quasar                                 78         111      147        275
Alliance Technology                             78         111      147        275
Fidelity VIP High Income                        76         104      134        250
Fidelity VIP Growth                             76         103      133        248
Fidelity VIP Money Market                       72          91      113        207
Fidelity VIP Overseas                           78         110      145        272
Fidelity VIP II Asset Manager                   76         105      136        253
Fidelity VIP II Investment Grade Bond           75         100      128        237
Dreyfus Zero Coupon 2000                        76         102      132        245
Dreyfus Stock Index                             72          91      113        207
Van Eck Worldwide Hard Assets                   81         120      160        302
Van Eck Worldwide Balanced                      69          82       98        175
Tomorrow Short-Term Retirement                  84         128      174        328
Tomorrow Medium-Term Retiremenet                84         128      174        328
Tomorrow Long-Term Retirement                   84         128      174        328
</TABLE>


                                       9
<PAGE>

   


Expenses on a hypothetical  $1,000 Single and Flexible Premuim policy,  assuming
5% growth:
<TABLE>
<CAPTION>

                                                        If you annuitize or
                                                      if you do not surrender
Portfolio                            1 Year      3 Years     5 Years  10 Years
- --------------
<S>                                  <C>         <C>        <C>      <C>   


Alliance Conservative Investors        24          75           129   275
Alliance Growth Investors              24          75           129   275
Alliance Growth                        24          75           128   273
Alliance Growth and Income             23          71           122   262
Alliance Quasar                        24          75           129   275
Alliace Technology                     24          75           129   275
Fidelity VIP High Income               22          68           116   250
Fidelity VIP Growth                    22          67           115   248
Fidelity VIP Money Market              18          55            95   207
Fidelity VIP Overseas                  24          74           127   272
Fidelity VIP II Asset Manager          22          69           118   253
Fidelity VIP II Investment Grade Bond  21          64           110   237
Dreyfus Zero Coupon 2000               22          66           114   245
Dreyfus Stock  Index                   18          55            95   207
Van Eck Worldwide Hard Assets          27          84           142   302
Van Eck Worldwide Balanced             15          46            80   175
Tomorrow Short-Term Retirement         30          92           156   328
Tomorrow Medium-Term Retiremenet       30          92           156   328
Tomorrow Long-Term Retirement          30          92           156   328
</TABLE>
    





      THE EXAMPLE  SHOULD NOT BE CONSIDERED A  REPRESENTATION  OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.





                                       10
<PAGE>


   

                        CONDENSED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
                           ACCUMULATION UNIT VALUES*


<S>                                    <C>

ALLIANCE CONSERVATIVE INVESTORS                1996

    Accumulation Unit Value
      Beginning of Period                      10.00
      End of Period                            10.55
    Accum Units o/s @ end of period        15,705.94


ALLIANCE GROWTH INVESTORS
    Accumulation Unit Value
      Beginning of Period                     10.00
      End of Period                           10.77
    Accum Units o/s @ end of period       21,208.38


ALLIANCE GROWTH
    Accumulation Unit Value
      Beginning of Period                    10.00
      End of Period                          12.24
    Accum Units o/s @ end of period     123,814.87


ALLIANCE GROWTH & INCOME
    Accumulation Unit Value
      Beginning of Period                   10.00
      End of Period                         11.85
    Accum Units o/s @ end of period    116,342.75

ALLIANCE QUASAR
    Accumulation Unit Value
      Beginning of Period                   10.00
      End of Period                         10.28
    Accum Units o/s @ end of period      4,796.29

ALLIANCE TECHNOLOGY
Accumulation Unit Value
      Beginning of Period                    10.00
      End of Period                          10.54
    Accum Units o/s @ end of period      15,829.55

FIDELITY VIP MONEY MARKET
Accumulation Unit Value
      Beginning of Period                    10.00
      End of Period                          10.29
    Accum Units o/s @ end of period     385,238.57
</TABLE>
    

                                       11
<PAGE>
   

<TABLE>
<CAPTION>

<S>                                   <C>

FIDELITY VIP GROWTH
Accumulation Unit Value
      Beginning of Period                    10.00
      End of Period                          10.92
    Accum Units o/s @ end of period     149,722.06

FIDELITY VIP HICH INCOME
    Accumulation Unit Value
      Beginning of Period                    10.00
      End of Period                          10.90
    Accum Units o/s @ end of period      55,015.77

FIDELITY VIP OVERSEAS
    Accumulation Unit Value
      Beginning of Period                    10.00
      End of Period                          10.77
    Accum Units o/s @ end of period      31,269.77

FIDELITY VIP II INVESTMENT GRADE BOND
Accumulation Unit Value
      Beginning of Period                     10.00
      End of Period                           10.49
    Accum Units o/s @ end of period       40,777.94

FIDELITY VIP II ASSET MANAGER
    Accumulation Unit Value
      Beginning of Period                      10.00
      End of Period                            11.12
    Accum Units o/s @ end of period        56,345.46

*VAN ECK GOLD AND NATURAL RESOURCES
Accumulation Unit Value
      Beginning of Period                       10.00
      End of Period                            10.17
    Accum Units o/s @ end of period        11,530.80

VAN ECK WORLDWIDE BALANCE
Accumulation Unit Value
      Beginning of Period                     10.00
      End of Period                           10.83
    Accum Units o/s @ end of period        8,944.65

DREYFUS ZERO COUPON 2000
Accumulation Unit Value
      Beginning of Period                         10.00
      End of Period                               10.44
    Accum Units o/s @ end of period           16,124.79

DREYFUS STOCK INDEX
Accumulation Unit Value
      Beginning of Period                         10.00
      End of Period                               11.74
    Accum Units o/s @ end of period          113,481.41

TOMORROW SHORT -TERM
    Accumulation Unit Value
      Beginning of Period                         10.00
      End of Period                               10.75
    Accum Units o/s @ end of period           11,681.33

TOMORROW MEDIUM-TERM
    Accumulation Unit Value
      Beginning of Period                         10.00
      End of Period                               10.67
    Accum Units o/s @ end of period            8,703.52

TOMORROW LONG-TERM
    Accumulation Unit Value
      Beginning of Period                         10.00
      End of Period                               11.04
    Accum Units o/s @ end of period              18,501.53

</TABLE>

 * As of May 1,  1997 the Van Eck Gold  and  Natural  Resources
Fund will no longer be available. The portfolio has been replaced by the Van Eck
Worldwide  Hard Assets  Fund,  whose  investment  objective  is described in the
section entitled "the Funds" of this Prospectus.
    

                                       12
<PAGE>
   


Funds were first invested in the Portfolios as listed below:
<TABLE>
<CAPTION>
                                                        
     <S>                                <C>                    
                                                               
      Alliance  Growth and Income         January 14, 1991     
      Alliance  Growth  Investors         October 28, 1994     
      Alliance Growth                     September 15, 1994   
      Alliance  Conservative                                   
      Investors                           October   28,  1994  
      Alliance  Quasar                    August  15,1996      
      Alliance      Technology            January  22,1996     
      Fidelity  High  Income              September  19,  1985 
      Fidelity  Growth                    October  9, 1986     
      Fidelity  Money  Market             April 1, 1982        
      Fidelity  Overseas                  January 28, 1987     
      Fidelity  Asset Manager             September 9, 1989    
      Fidelity  Investment                                     
      Grade  Bond                         December 5, 1988     
      Dreyfus Zero Coupon 2000            September  29,  1989 
      Dreyfus  Stock  Index               August 31, 1990      
      Van Eck Gold and Natural Res.       September 1, 1989    
      Van Eck Worldwide Balance           December  23, 1994   
      Tomorrow Short-Term  Retirement     April 1, 1996        
      Tomorrow Medium-Term  Retirement    April 1, 1996        
      Tomorrow Long-Term Retirement       April 1, 1996        


</TABLE>

                                                               
                                                         



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 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 Lehman  Brothers,  Inc. 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 and the Variable Account may be found
in the Statement of Additional Information.

                                       13
<PAGE>


                                  THE COMPANY

   
      The Company is a stock life insurance company which is organized under the
laws of the State of Delaware in 1962. 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. 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.

      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

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





                                       14
<PAGE>




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 return  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 common 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.

   
Technology Portfolio

            This  portfolio  seeks  growth  of  capital  through  investment  in
      companies expected to benefit from advances in technology.  The Technology
      portfolio invests principally in a diversified  portfolio of securities of
      companies  which use technology  extensively in the  development of new or
      improved products or processes.

Quasar Portfolio

            This    portfolio    seeks    growth   of   capital  by pursuing
aggressiveinvestment policies.  The Portfolio invests  principally in 
a diversified  portfolio of equity securities of any company and  industry  
and in any type of security  which is believed to offer possibilities  for 
capital appreciation.
    



      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.

DREYFUS VARIABLE INVESTMENT FUND

Zero Coupon 2000 Portfolio

      This  Portfolio  seeks  to  provide  as high an  investment  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

   
VIP Growth Portfolio
    

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

   
VIP 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 the potential for
growth of capital. The potential for high yield is accompanied by a higher risk.
For a more detailed  discussion of the  investment  risks  associated  with such
securities, please refer to the relevant Fund's attached prospectus.


   
VIP Overseas Portfolio
    

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

   
VIP 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.

   
VIP II 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.

   
VIP II 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 FMR 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  assessed 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.


                                       15
<PAGE>



   
*Worldwide Hard Assets Fund

      This Portfolio seeks long-term capital appreciation by investing globally,
primarily in equity and debt secutities of companies engaged in the exploration,
development, production and distribution of (1) precious metals; (2) ferrous and
non -ferrous metals; (3) oil and gas; (4) forest products;  (5) real estate; and
(6) other  basic  non-agricultural  commodities  (collectively,  "Hard  Assets")
Income is a secondary  consideration.

 * As of May 1, 1997 the Gold and Natural Resources  Fund  will 
no  longer  be  offered.  The Gold and  Natural  Resources Portfolio has been 
replaced by the Van Eck Worldwide Hard Assets Fund,  which is the investment 
option described above.

         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 Worldwide Hard AssetsFund,  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.
    

TOMORROW FUNDS RETIREMENT TRUST

Short-Term Retirement Fund

      This portfolio seeks to satisfy the retirement  goals of investors who are
currently  between  51 and 65 years of age and with an  average  remaining  life
expectancy in the range of 20-30 years.

Medium-Term Retirement Fund

      This portfolio seeks to satisfy the retirement  goals of investors who are
currently  between  36 and 50 years of age and with an  average  remaining  life
expectancy in the range of 35-50 years.

Long-Term Retirement Fund

      This portfolio seeks to satisfy the retirement  goals of investors who are
currently  between  22 and 35 years of age and with an  average  remaining  life
expectancy in the range of 50 years or more.

      Each Tomorrow Funds portfolio  invests its assets,  in varying amonts,  in
equity and fixed-income  securities of all types. The amount of assets allocated
to equity  securities is currently  invested,  in varying  amounts,  among large
capitalization stocks, medium capitalization stocks, small capitalization stocks
and,  indirectly  through  other  investment   companies,   foreign  securities.
Typically,  the longer  the  average  life  expectancy  of the  target  class of
investors in a Tomorrow Funds portfolio, the greater the allocation of assets of
that portfolio to securities with higher growth potential and,  correspondingly,
more risk,  such as small  capitalization  stocks.  Conversely,  the shorter the
average life  expectancy  of the target  class of investors in a Tomorrow  Funds
portfolio,  the greater the emphasis on current income and capital  preservation
of assets and, therefore, the greater the allocation of assets of that portfolio
to fixed-income  securities.  Each Tomorrow Funds portfolio will be managed more
conservatively as the average age of its target class of investors increases.

      Weiss,  Peck & Greer,  L.L.C.  is the investment  adviser for the Tomorrow
Funds  portfolios.  Tomorrow  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 Tomorrow  Funds,  are
contained  in the  prospectuses  of  the  Tomorrow  Funds,  included  with  this
Prospectus.

THERE IS NO ASSURANCE  THAT THE INVESTMENT  OBJECTIVE OF THE PORTFOLIOS  WILL BE
MET.

      The shares of Alliance Funds,  Fidelity  Funds,  Dreyfus Fund, the Dreyfus
Stock Index Fund, the Tomorrow Funds, 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,  the  Tomorrow  Funds,  and Van Eck Funds  currently
perceive or anticipate any such  disadvantage,  the Funds will monitor events to
determine  whether any material  conflict exists between 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.

      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.

                                       16
<PAGE>

Substitution of Securities


   
      If the shares of a Fund (or any Portfolio  within a Fund) should no longer
be available for  investment  by the Variable  Account or if, in the judgment of
the Company,  further  investment in such shares should become  inappropriate in
view of the  purpose of the  Contracts,  the Company  may  substitute  shares of
another Fund ( or Portfolio with in the Fund) for Fund shares already  purchased
or to be purchased in the future by purchase  payments under the  Contracts.  No
substitution  of  securities  may take place without  notice to the Owners,  any
required approval by the Securities  Exchange Commission (SEC) and the insurance
regulatory authorities.
    

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.

   
      Shares of the Funds are sold only to separate  accounts of life  insurance
companies.  The shares of the Funds  will be sold to  separate  accounts  of the
Company,  its  affiliate,  AIG Life  Insurance  Company  and  unaffiliated  life
insurance  companies to fund variable  annuity  contracts  and/or  variable life
insurance  policies.   It  is  conceivable  that,  in  the  future,  it  may  be
disadvantageous  for  variable  life  insurance  separate  accounts and variable
annuity separate accounts to invest in the Fund simultaneously. Although neither
the Company nor the Fund currently  foresees any such  disadvantages,  either to
variable life insurance policyowners or to variable annuity Contract Owners, the
Fund's Board of Directors  will monitor events in order to identify any material
irreconcilable  conflicts which may possibly arise and to determine what action,
if any,  should  be taken in  response  thereto.  If a  material  irreconcilable
conflict were to occur, the relevant participating life insurance companies will
under their agreements governing  participation in the Funds take whatever steps
are  necessary,  at their  expense,  to remedy or eliminate  the  irreconcilable
material  conflict.  If such a  conflict  were to occur,  one or more  insurance
company  separate  accounts might withdraw its investments in a Fund. This might
force the Fund to sell securities at disadvantageous prices.
    

Allocation Of Purchase Payments to Sub-accounts

      Initial 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%.  Subsequent  purchase payments under flexible premium Contracts may be
made at any  time  prior  to the  Annuity  Date  and  will be  allocated  to the
Sub-accounts selected by the Owner. If no selection is made, subsequent purchase
payments will be allocated to the Sub-account(s) selected by the Owner according
to the most recent selection  request received at the Company's  Office.  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.

                                       17
<PAGE>

      The initial  purchase  payment  under an IRA plan will be allocated to the
Money Market  Sub-account  until the expiration of twenty (20) 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.  In the case of flexible  premium  Contracts,  subsequent  purchase
payments will be directly allocated to the Sub-account(s)  selected by the Owner
according to the most recent selection request received at the Company's Office.




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.  (See also
"Appendix - General Account").

      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 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.

      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.





                                       18
<PAGE>




                            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  State Premium Taxes
    

      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% of premiums  paid.  Some states assess premium taxes at the time
purchase  payments  are  made;  others  assess  premium  taxes  at the  time  of
annuitization.  Premium  taxes are subject to being  changed or amended by state
legislatures, administrative interpretations or judicial acts.

      .

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 an Owner  makes a  withdrawal  in  excess  of the Free
Withdrawal  Amount  for the  first  withdrawal  in a  Contract  Year,  or  makes
subsequent  withdrawals in a Contract Year,  other than by way of the Systematic
Withdrawal  Program  (See  "Withdrawals-Systematic  Withdrawal  Program" on page
_____), a Deferred Sales Charge may be imposed.  The Free Withdrawal  Amount for
flexible premium  Contracts is equal to 10% of the purchase  payments paid, less
any prior  withdrawals  at the time of withdrawal;  however,  the Deferred Sales
Charge applies only to those purchase  payments received within six (6) years of
the date of surrender. (See, however, "Purchasing a Contract - Discount Purchase
Programs"  on page  ____.)  The Free  Withdrawal  Amount  for a  single  premium
Contract is equal to 10% of the Contract Value at the time of withdrawal.

                                       19
<PAGE>

      The  Deferred  Sales  Charge will vary in amount  depending  upon the time
which has elapsed  since the date on which the  purchase  payment  was made.  In
calculating  the Deferred  Sales Charge  purchase  payments are allocated to the
amount surrendered on a first-in,  first out basis. The amount of any withdrawal
which  exceeds  the Free  Withdrawal  Amount  will be subject  to the  following
charge:
<TABLE>
<CAPTION>

                                                          Applicable Deferred
                                                          Sales Charge
Single Premium Contracts      Flexible Premium Contracts  Percentage
<S>                        <C>                          <C>   
     
      Contract Year 1          Premium Year 1              6%
      Contract Year 2          Premium Year 2              5%
      Contract Year 3          Premium Year 3              4%
      Contract Year 4          Premium Year 4              3%
      Contract Year 5          Premium Year 5              2%
      Contract Year 6          Premium Year 6              1%
      Contract Year 7          Premium Year 7            None
      and thereafter           and thereafter
</TABLE>

      The aggregate Deferred Sales Charges paid with respect to a Contract shall
not exceed 8.5% of the purchase payments 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 as a 403(b) Plan or IRA. (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 for the
costs it  incurs  relating  to  maintenance  of the  Contract  and the  Variable
Account.

      The daily Administrative Charge is deducted during the Accumulation Period
and after the Annuity Date.

      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. Surrenders
and  withdrawals  may be taxable  and  subject to a Penalty  Tax.  (See  "Taxes"
beginning on page ___.)
    

Other Expenses

      There are deductions  from and expenses paid out of the assets of the Fund
which are described in the accompanying Prospectuses for the Funds.

                        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.


                          RIGHTS UNDER THE CONTRACTS

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

                                       20
<PAGE>


                                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 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.

   
      In addition, for IRA and 403(b) Plan Contracts, certain provisions of your
retirement plan or the Code may further restrict your choice of an Annuity Date.
(See  "Taxes  -  403(b)  Plans"  on  page ,  and  "Taxes  Individual  Retirement
Annuities" on page .)
    

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 Funds -  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
      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.

                                       21
<PAGE>

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.


                                 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.) plus any additional  purchase payment paid less any
subsequent withdrawals.

      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 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 .) If no payment option had been
selected by the Owner,  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.")

Death of 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

      (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 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.

                                       22
<PAGE>


                             PURCHASING A CONTRACT

Application

      In order to acquire a  Contract,  an  application  provided by the Company
must be completed  and  submitted to the Company's  Office for  acceptance.  The
Company must also receive the initial 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.

Purchase Payments

      The minimum initial purchase payment is $5,000 for Non-Qualified Contracts
and $2,000 for a Contract purchased in connection with an IRA or 403(b) Plan.

      Owners of flexible premium Contracts may make additional purchase payments
prior to the Annuity Date. The minimum  additional  purchase payment the Company
will accept is $1,000.  The Company  reserves  the right to refuse to accept any
additional purchase payments.

Discount Purchase Programs

      Purchases made by officers, directors and employees of either the Company,
an affiliate of the Company or any individual, firm or company that has executed
the  necessary  agreements  to sell the  Contracts  and members of each of their
immediate  families  will not be  subject to the  Deferred  Sales  Charge.  (See
"Charges and  Deductions - Deduction for Deferred  Sales Charge" on page _____.)
Such purchases include retirement  accounts and must be for accounts in the name
of the individual or qualifying family member.

Distributor

      AIG Equity Sales Corp.  ("AESC"),  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  not to  exceed  7% of  purchase  payments  will  be  paid  to
registered  representatives of 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.


                                       23
<PAGE>

                                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 Value 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  Contract
      Value.

   
      Withdrawals  (including  systematic  withdrawals  discussed  below) may be
      taxable and subject to a penalty tax. (See "Taxes" beginning on page .)
    

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 or from a
guarantee period of the General Account (See "Appendix-General  Account Option")
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 canceled at any time by written
request or  automatically  should the Contract  Value fall below $1,000.  In the
event the systematic withdrawal program is canceled,  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
an Owner is receiving systematic  withdrawals.  An 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 an 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  taxes,  and,  less any
applicable charges assessed to amounts in the General Account. (See "Charges and
Deductions" on page and "Appendix-General Account Option".)

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 an 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 .)





                                       24
<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 (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

      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
"Contracts Owned by Non-Natural Persons," and "Diversification Standards".)

                                       25
<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 on the date of  withdrawal  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  on full  surrender  of the
         Contract,  the  recipient  is taxed on the portion of the payment  that
         exceeds the investment in the contract. The taxable portion is taxed as
         ordinary income.

              If the recipient  receives annuity payments rather than a lump sum
         payment,  a portion of the payment is  included in taxable  income when
         received.  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 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  recipient  is able to exclude a portion of the  payments  received
         from  taxable  income  until the  investment  in the  Contract is fully
         recovered.  Annuity  payments are fully taxable after the investment in
         the Contract is recovered.  If the recipient dies before the investment
         in the  Contract  is  recovered,  the  recipient's  estate is allowed a
         deduction for the remainder.
    


                                       26
<PAGE>

                                    
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 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.

   
      Generation Skipping Transfer Tax

            A transfer of the Contract or the  designation of a beneficiary  who
is either 37 1/2 years  younger than the Contract  Owner or a grandchild  of the
Contract Owner may have Generation Skipping Transfer Tax consequences.


                                       28
<PAGE>

 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.  The  designated  beneficiary  is the person to
   whom  ownership  of the  contract  passes by  reason of death,  and must be a
   natural person.  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 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  generally  provides  that no gain  or loss  shall  be
   recognized  on the  exchange  of an  annuity  contract  for  another  annuity
   contract  unless money is distributed as part of the exchange.  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.
    

                                       29
<PAGE>

      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.

                                     

   
Withholding

      The Company is required to withhold  Federal income taxes on  withdrawals,
lump sum distributions,  and annuity payments that include taxable income unless
the payee elects to not have  any withholding or in certain other circumstances.
Special withholding rules apply to payments made to non-resident aliens.

      Lump-Sum Distribution or Withdrawal
               The Company is required to withhold 10% of the taxable portion of
               any withdrawal or lump sum  distribution  unless you elect out of
               withholding.

      Annuity Payments
               The  Company  will  withhold  on the  taxable  portion of annuity
               payments  based on a  withholding  certificate  you file with the
               Company.  If you do not file a certificate,  you will be treated,
               for purposes of determining your withholding  rates, as a married
               person with three exemptions.

                  You are liable for  payment  of  Federal  income  taxes on the
               taxable  portion  of any  withdrawal,  distribution,  or  annuity
               payment.  You may be subject to penalties under the estimated tax
               rules if your  withholding  and  estimated  tax  payments are not
               sufficient.
    


                                       


                                       30
<PAGE>



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 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.

   
Tax-Favored 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  Contract Owner's  separately  qualified 401
retirement plan.  Distributions  from a 401 qualified plan or 403(b) Plan (other
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,  403(b) Plan or an
IRA. 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 tax
if the  recipient is under age 59 1/2 (unless  another  exception  applies under
Code  Section  72(t)).  A  prospective  Contract  Owner  considering  use of the
Contract in this manner  should  consult a competent  tax advisor with regard to
the suitability of the Contract of this purpose and for  information  concerning
the  provisions of the Code  applicable to qualified  plans,  403(b) Plans,  and
IRAs.
    

                                       31
<PAGE>


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. In addition,  distributions  from an IRA may be rolled over to
another IRA, provided certain conditions are met. 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.  Contracts offered by this Prospectus in connection with an
IRA 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,  403(b) Plans are subject to  additional  requirements,
including:  eligibility,  limits on contributions,  minimum  distributions,  and
nondiscrimination  requirements  applicable  to the  employer.  Owners and their
employers are responsible for compliance with these rules.  Contracts offered in
connection with a 403(b) Plan offered by this  Prospectus,  are not available in
all states.

                       LEGAL PROCCEDINGS

      The Company  knows of no legal  proceeding  pending to which the  Variable
Account is a party or which would materially affect the Variable Account.

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




                                       32
<PAGE>








                                   

         TABLE OF CONTENTS FOR 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................................




                                      A-1
<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.

      During  the  Accumulation  Period  the Owner may  allocate  amounts to the
General Account.  The General Account is an account  maintained by us into which
all of our assets  have been  allocated  other  than the assets of the  Variable
Account and any other  separate  accounts  we  maintain.  The  initial  Purchase
Payment will be invested in the General Account in accordance with the selection
made by the Owner in the application. In the case of flexible premium Contracts,
additional  Purchase Payments will be allocated to General Account in accordance
with the  selection  made by the  Owner in the  application  or the most  recent
selection  received at the Company  Office,  unless  otherwise  specified by the
Owner.  If the Owner elects to withdrawal  amounts from the General Account such
withdrawal,  except as otherwise  provided in this Appendix,  will be subject to
the same  conditions as imposed on withdrawals  from the Variable  Account.  The
Company  reserves the right to delay any payment from the General Account for up
to six (6) months from the date it receives such request at its Office.

INVESTMENTS IN THE GENERAL ACCOUNT

      An allocation of the initial  Purchase  Payment to a guarantee period must
equal the  greater  of (a) or (b)  where:  (a) is a  percentage  that is a whole
number,  equal to or greater than 10% and (b) is a dollar  amount which is equal
to or greater than $3,000.  Subsequent  Purchase Payments under flexible premium
Contracts  allocated  to a  guarantee  period  must be equal to or greater  than
$3,000.  Amounts invested in 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 in effect  when the Owner  allocates  or  transfers
amounts  to the  General  Account.  If the Owner has  allocated  or  transferred
amounts at different times to the General  Account,  each allocation or transfer
may have a unique effect  guarantee rate and guarantee  period  associated  with
that amount. We guarantee that the effective  guarantee rate will not be changed
more than once per year and will not be less than 3%.

GENERAL ACCOUNT TRANSFERS

      During the Accumulation Period the Owner may transfer,  by written request
or telephone  authorization,  Contract  Values to or from a  sub-account  of the
Variable  Account to or from a guarantee  period of the  General  Account at any
time,  subject to the  conditions  set out under  Transfer  of  Contract  Values
Section.



                                      A-2
<PAGE>

      Prior  to the  end  of a  guarantee  period  the  Owner  may  specify  the
sub-account(s) of the Variable Account or the applicable guarantee period of the
General  Account to which the Owner wants the amounts  from the General  Account
transferred at the end of the guarantee  period. If the Owner does not notify us
prior to the end of the  guarantee  period,  we 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,  including the condition that the
amount cannot be  transferred  out of the General  Account until the end of that
guarantee period.  The effective  guarantee rate applicable to the new guarantee
period may be different  from the  effective  guarantee  rate  applicable to the
original  guarantee period.  These transfers will be handled at no charge to the
Owner.

GUARANTEE PERIODS

      The period(s)  for which a guaranteed  interest rate is credited is called
the  Guarantee  Period.  Guarantee  Periods may be offered or  withdrawn  at the
Company's  discretion.  The  initial  Guarantee  Period(s)  and  the  applicable
guaranteed  interest  rate(s)  applicable to the initial  Purchase Payment is as
shown on the  application,  unless  such  purchase  payment is made under an IRA
plan. At the expiration of any Guarantee  Period  applicable to all or a portion
of the Contract Value,  that portion of the Contract Value will be automatically
renewed  for  another  Guarantee  Period for the same  duration  as the  expired
guarantee  period and will receive the  guaranteed  interest rate then in effect
for that  Guarantee  Period.  All requests to change a Guarantee  Period must be
received in writing at the Company's Office no earlier than 30 days prior to the
end of the Guarantee Period from which the transfer will be made.

MINIMUM SURRENDER VALUE

      The Minimum Surrender Value for amounts allocated to a guarantee period of
the General  Account equals the amounts  allocated to a Guarantee  Period of the
General Account paid (less withdrawals) with interest compounded annually at the
rate of 3%, reduced by any applicable Deferred Sales Charge.


<PAGE>







                                    

                                    PART B


<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.

   
DATE OF STATEMENT OF ADDITIONAL INFORMATION: May 1, 1997
    















MULTI-MANAGER




                                      B-3
<PAGE>




   
         TABLE OF CONTENTS FOR 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.........................................





                                      B-4
<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 Variable Account I (the "Variable Account").

Independent Accountants

         The audited  financial  statements  of the Company have been audited by
Coopers and Lybrand,  L.L.P.,  independent  certified public accountants,  whose
offices are located in Philadelphia, Pennsylvania.

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.

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 are paid by
the Company  directly  to selling  dealers  and  representatives  on behalf of
Distributor. Commissions retained by the Distributor in 1996 were $83,483.
    

Calculation Of Performance Related Information

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

         The yield quotation for the VIPMoney Market  Sub-account  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 VIP  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 VIP Money Market Sub-account will
be for a 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 VIP 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 VIP Money Market  Sub-account and the Fund
are excluded from the calculation of yield.
    

                                      B-5
<PAGE>

      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:

                                  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.
Annualized total return for certain  Sub-accounts as of December 31,1996 were as
follows:
<TABLE>
<CAPTION>

                             One Year      Three Years   Inception to Date
<S>                            <C>               <C>      <C>

ALLIANCE
Conservative Investors          -4.26%             N/A           5.99%
Growth Investors                 1.20%             N/A           9.09%
Growth                          21.23%             N/A          27.09%
Growth and Income               16.88%            16.25%        11.50%
Quasar                           N/A               N/A          -2.50%
Technology                       N/A               N/A          -1.69%
DREYFUS
Stock Index                     15.36%            16.04%       11.86%
Zero Coupon 2000                -4.75%             3.67%        9.37%
FIDELITY
Asset Manager                   7.49%              5.33%        10.10%
Growth                          6.74%             12.88%        13.11%
Overseas                        6.12%              5.45%         6.35%
Investment Grade Bond          -3.76%              2.56%         6.64%
High Income                     6.06%              7.71%        10.34%
Money Market                   -1.21%              3.79%         5.73%
TOMORROW FUNDS
Long-Term                       N/A                N/A           2.67%
Medium-Term                     N/A                N/A           1.95%
Short-Term                      N/A                N/A           1.63%
VAN ECK
(1)Gold & Natural Resources    10.94%            5.02%         6.70%
Worldwide Balanced             4.61%              N/A          2.26%
<FN>

(1)  Effective May 1, 1997 the Gold and Natural Resources portfolios will no
longer be offered.  The Portfolio is being replaced with the Van Eck Worldwide
Hard Assets Fund. 
</FN>

</TABLE>

   
     
                                      B-6
<PAGE>

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

 Alliance  Growth and Income         January 14, 1991     
      Alliance  Growth  Investors         October 28, 1994     
      Alliance Growth                     September 15, 1994   
      Alliance  Conservative                                   
      Investors                           October   28,  1994  
      Alliance  Quasar                    August  15,1996      
      Alliance      Technology            January  22,1996     
      Fidelity  High  Income              September  19,  1985 
      Fidelity  Growth                    October  9, 1986     
      Fidelity  Money  Market             April 1, 1982        
      Fidelity  Overseas                  January 28, 1987     
      Fidelity  Asset Manager             September 9, 1989    
      Fidelity  Investment                                     
      Grade  Bond                         December 5, 1988     
      Dreyfus Zero Coupon 2000            September  29,  1989 
      Dreyfus  Stock  Index               August 31, 1990      
     * Van Eck Gold and Natural Res.       September 1, 1989    
      Van Eck Worldwide Balance           December  23, 1994   
      Tomorrow Short-Term  Retirement     April 1, 1996        
      Tomorrow Medium-Term  Retirement    April 1, 1996        
      Tomorrow Long-Term Retirement       April 1, 1996       
        
* Effective May 1, 1997 the Gold and Natural Resources portfolios will no
longer be offered.  The Portfolio is being replaced with the Van Eck Worldwide
Hard Assets Fund. 



                                      B-7
<PAGE>


   C. Yield Quotations for the Short-Term  Multi-Market,  U.S. Government/High
      Grade Securities and Global Bond Sub-accounts

      The yield quotations for the Short-Term Multi-Market, U.S. Government/High
Grade  Securities  and Global Bond  Sub-accounts  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 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 ___ 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 ___
of the Prospectus)




                                      B-8
<PAGE>




   D. Non - Standardized Performance Data

      1.    Non-Standardized Total Return Quotations

      The  non-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 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:

                                   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 and therefore,
no Surrender Charge is reflected.


                                      B-9
<PAGE>

    
   
Annualized total return  quotations for certain  Sub-accounts as of December 31,
1996 follows:
<TABLE>
<CAPTION>


                              One Year       Three Years       Inception to
                                                                Date
<S>                           <C>            <C>               <C>    

Conservative Investors           1.20%          N/A               7.60%
Growth Investors                 6.66%          N/A             10.64%
Growth                          26.69%          N/A             28.29%
Growth and Income               22.34%        17.17%            11.62%
Quasar                           N/A           N/A               2.96%
Technology                       N/A           N/A               3.77%  
DREYFUS
Stock Index                     20.82%         16.96%            11.89%
Zero Coupon 2000                0.71%           4.83%             9.41%
FIDELITY
Asset Manager                   12.95%         6.45%             10.14%
Growth                          12.20%        13.86%            13.13%
Overseas                        11.58%         6.57%             6.38%
Investment Grade Bond           1.70%          3.75%             6.69%
High Income                    11.52%          8.78%            10.36%
Money Market                    4.25%          4.94%             5.76%
TOMORROW FUNDS
Long-Term                        N/A           N/A               8.13%
Medium-Term                      N/A           N/A               7.41%
Short-Term                       N/A           N/A               7.09%
VAN ECK
Gold & Natural Resources       16.40%         6.15%              6.74%
Worldwide Balanced             10.07%          N/A               4.07%

<FN>
(1)  Effective May 1, 1997 the Gold and Natural Resources portfolios will no
longer be offered.  The Portfolio is being replaced with the Van Eck Worldwide
Hard Assets Fund described in the Prospectus.
</FN>
</TABLE>
    


                                      B-10
<PAGE>

      2.    Tax Deferred Accumulation

   In  reports  or  other  communications  to You  or in  advertising  or  sales
materials, the Company may also describe the effects of tax-deferred compounding
on the separate account's  investment returns or upon returns in general.  These
effects may be  illustrated  in charts or graphs and may include  comparisons at
various  points  in time of  returns  under  the  Contract  or in  general  on a
tax-deferred basis with the returns on a taxable basdis.
Different tax rates may be assumed.

   In general,  individuals who own annuity  contracts are not taxed on inreases
in the value under the annuity  contract until some form of distribution is made
from the  contract.  Thus,  the annuity  contract will benefit from tax deferral
during  the  accumulation  period,  which  generally  will  have the  effect  of
permitting  an  investment  in an annuity  contract to grow more  rapidly than a
comparable  investment  under  which  increases  in value are taxed on a current
basis.  The chart  shows  accumulations  on an initial  investment  or  Purchase
Payment of $25,000,  assuming hypothetical gross annual return of 0%, 4% and 8%,
compounded  annually,  and a tax rate of 31%.  The values  shown for the taxable
investment do not include any deduction for  management  fees or other  expenses
but assume that taxes are deducted annually from investment returns.  The values
shown for the variable  annuity  reflect the deduction of  contractual  expenses
such as the mortality and expense risk charge,  the  Administrative  Fee and the
Annual Fee, but not the expenses of an underlying  investment  vehicle,  such as
the Fund. In addition, these values assume that the Owner does not surrender the
Contract or make any  withdrawals  until the end of the period shown.  The chart
assumes a full withdrawal, at the end of the period shown, of all contract value
and the payment of taxes at the 31% rate on the amount in excess of the Purchase
Payment.

   The rates of return  illustrated are  hypothetical and are not an estimate or
guaranty of performance.  Actual tax rates may vary for different taxpayers from
that  illustrated  and withdrawals by Owners who have not reached age 59 1/2 may
be subject to a tax penalty of 10%.



                                [INSERT CHART]




                                      B-11
<PAGE>






Delay of Payment

      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 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 canceled 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.

                                      B-12
<PAGE>


                     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

            (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.





                                      B-13
<PAGE>





                              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.

      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.

                                      B-14
<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

            (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

                                      B-15
<PAGE>

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.


                             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.






                                      F-1
<PAGE>
                                     





                           AIG LIFE INSURANCE COMPANY
                          (a wholly-owned subsidiary of
                       American International Group, Inc.)












                    REPORT ON AUDITS OF FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994





                                      

                                      F-2
<PAGE>



                      REPORT OF INDEPENDENT ACCOUNTANTS






To the Stockholders and Board of Directors
AIG Life Insurance Company:


We have audited the accompanying balance sheets of AIG Life Insurance Company (a
wholly-owned  subsidiary of American  International  Group, Inc.) as of December
31, 1996 and 1995, and the related  statements of income,  stockholders'  equity
and cash flows for each of the three  years in the  period  ended  December  31,
1996.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of AIG Life Insurance Company as
of December 31, 1996 and 1995,  and the results of its  operations  and its cash
flows for each of the three years in the period  ended  December  31,  1996,  in
conformity with generally accepted accounting principles.





COOPERS & LYBRAND L.L.P.



2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 22, 1997






                                      F-3
<PAGE>
                                     
<TABLE>
<CAPTION>




                             AIG LIFE INSURANCE COMPANY
                                   BALANCE SHEETS

                                   (in thousands)

                                                            December 31,

                                                       1996             1995

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

Assets

Investments and cash:
     Fixed maturities:
        Bonds available for sale, at market value  $ 2,271,326  $ 1,963,265
        (cost: 1996 - $2,190,580: 1995 - $1,823,860)
     Equity securities:
        Common stock
        (cost: 1996-$3,548: 1995 - $1,916)             5,578          2,437
        Non-redeemable preferred stocks
        (cost: 1996-$0: 1995 - $2,562)                     -          2,553
Mortgage loans on real estate, net                   297,363        239,127
Real estate, net of accumulated
 depreciation of $4,099 in 1996; and $1,755 in 1995   16,169         16,892
Policy loans                                       1,873,961      2,961,726
Other invested assets                                 64,109         68,252
Short -term investments                              100,036        202,652
Cash                                                   5,780          1,132
                                              -------------- --------------

   Total investments and cash                      4,634,322      5,458,036


Amounts due from related parties                       3,193          4,111
Investment income due and accrued                    107,268        242,748
Premium and insurance balances receivable-net         36,357         28,189
Reinsurance assets                                   218,453        207,827
Deferred policy acquisition cost                      84,287         60,625
Separate and variable accounts                       644,980        190,441
Other assets                                           5,092          7,509
                                              -------------- --------------

                        Total assets             $ 5,733,952    $ 6,199,486
                                                  ==========     ==========
</TABLE>


                  See accompanying notes to financial statements.




                                      F-4
<PAGE>



<TABLE>
<CAPTION>







                             AIG LIFE INSURANCE COMPANY
                                   BALANCE SHEETS

                        (in thousands, except share amounts)

                                                              December 31,

                                                         1996           1995
                                                   -------------- ----------
<S>                                             <C>            <C>    

Liabilities

  Policyholders' funds on deposit                $ 3,810,095     $ 4,574,995
  Future policy benefits                             630,520         566,487
  Reserve for unearned premiums                       29,911          47,590
  Policy and contract claims                         191,338         177,540
  Reserve for commissions, expenses and taxes          2,860          24,134
  Insurance balances payable                          42,137          22,186
  Deferred income taxes                                5,713          24,585
  Amounts due to related parties                       5,921           2,380
  Federal income tax payable                           2,959           4,606
  Separate and variable accounts                     644,980         190,441
  Minority interest                                    6,077           6,664
  Other liabilities                                   30,932         234,850
                                                ------------    ------------


                        Total liabilities          5,403,443       5,876,458
                                                 -----------     -----------


  Commitments and contingencies (See Note 6)

Stockholders' Equity


  Common stock, $5 par value; 1,000,000 shares
       authorized; 976,703 shares issued and
       outstanding                                     4,884           4,884
  Additional paid-in capital                         123,283         123,283
  Unrealized appreciation of investments,
   net of future policy benefits and taxes
   of $33,823 in 1996 and $47,209 in 1995             62,814          87,673
Retained earnings                                    139,528         107,188
                                                ------------    ------------

                        Total stockholders' equity     330,509       323,028


Total liabilities and stockholders' equity       $ 5,733,952     $ 6,199,486
</TABLE>
                                                  ==========      ==========


                  See accompanying notes to financial statements.





                                      F-5
<PAGE>

<TABLE>
<CAPTION>



                             AIG LIFE INSURANCE COMPANY
                                STATEMENTS OF INCOME

                                   (in thousands)


                                           Years  ended   December 31,
                                           -----------------------------------
                                          1996            1995             1994
                                      ------------    ------------     --------
<S>                                <C>                <C>             <C>   

Revenues:
  Premiums                            $ 394,480         $ 364,502      $ 265,990
  Net investment income                 504,661           435,683        239,212
  Realized capital (losses) gains           (51)             (417)         1,953
                                   -------------     -------------   -----------


               Total revenues           899,090           799,768        507,155
                                    ---------            ---------     ---------


Benefits and expenses:
  Benefits to policyholders            189,933            202,105       196,175
  Increase in future policy benefits
   and policyholders' funds on deposit495,529             392,592       158,935
  Acquisition and insurance expenses  161,841             170,343       127,941
                                    ---------            --------      ---------

              Total benefits and expenses  847,303      765,040         483,051
                                         ---------     --------      ---------


Income before income taxes                 51,787        34,728          24,104
                                        ---------     ----------      ----------

Income taxes (benefits):
   Current                             25,087            18,709          28,115
   Deferred                            (5,486)           (6,339)        (19,447)
                                   -----------       -----------    -----------

    Total income taxes                 19,601            12,370          8,668
                                    ---------         ---------    -----------

Net income before minority interest    32,186            22,358         15,436
Minority interest income (loss)           154                11           (156)
                                  -----------      ------------   -------------

Net income                         $   32,340        $   22,369    $    15,280

                                    =========         =========     ==========

</TABLE>

                   See accompanying notes to financial statements



                                      F-6
<PAGE>

<TABLE>
<CAPTION>







                             AIG LIFE INSURANCE COMPANY
                         STATEMENTS OF STOCKHOLDERS' EQUITY

                                   (in thousands)


                                               Years ended December 31,


                                          1996            1995             1994
                                      ------------    ------------    ---------
<S>                                <C>            <C>            <C>    

Common Stock

Balance at beginning of year      $      4,884    $      4,884    $      4,884
                                   -----------     -----------     -----------

Balance at end of year                   4,884           4,884           4,884
                                  ------------     -----------    ------------



Additional paid-in capital

Balance at beginning of year:          123,283         123,283         123,283
                                    ----------      ----------      ----------

Balance at end of year                 123,283         123,283         123,283
                                    ----------      ----------      ----------



Unrealized appreciation (depreciation)
 of investments, net
 Balance at beginning of year           87,673         (15,029)         40,159
 Change during year                    (50,245)        170,003         (84,904)
 Changes due to deferred income tax
    (expense) benefit and future        
     policy benefits                    25,386        (67,301)          29,716     
                                       ----------      ------           ------ 
 Balance at end of year                 62,814          87,673         (15,029)
                                  ------------     -----------     ------------


Retained earnings
  Balance at beginning of year         107,188          84,819          69,539
  Net income                            32,340          22,369          15,280
                                   -----------      ----------     -----------

  Balance at end of year               139,528         107,188          84,819
                                    ----------      ----------     -----------

          Total stockholders' equity$  330,509      $  323,028     $   197,957
                                     =========       =========      ==========
</TABLE>


                   See accompanying notes to financial statements


                                      F-7
<PAGE>

<TABLE>
<CAPTION>



                             AIG LIFE INSURANCE COMPANY
                              STATEMENTS OF CASH FLOWS


                                   (in thousands)


                                                        Years ended December 31,
                                                    ---------------------------------
                                                      1996          1995     1994
                                                    ----------------------------------

<S>                                               <C>           <C>        <C>    
                                                     
Cash flows from operating activities:
 Net income                                       $   32,340     $ 22,369   $15,280
                                                    ---------   ----------- ------------

Adjustments to reconcile net income
 to net cash provided by operating
 activities:
 Non-cash revenues, expenses, gains 
 and losses included in income:
Change in insurance reserves                       72,151       133,207      88,718
 Change in premiums and insurance balances
  receivable and payable -net                      11,782        (4,695)     11,668
 Change in reinsurance assets                     (10,627)         (201)      5,553
 Change in deferred policy acquisition costs      (23,662)       (6,151)    (14,906)
 Change in investment income due and accrued      135,480      (126,299)    (82,023)
 Realized capital gains                                51           417      (1,953)
 Change in current and deferred income taxes -net  (7,133)      (15,112)    (16,708)
 Change in reserves for commissions, expenses and taxes(21,274)  (9,857)     23,055
 Change in other assets and liabilities - net       11,852         (7,466)    6,815
                                             -----------------------------------------
         Total adjustments                        168,620       (36,157)     20,219
 Net cash (used in) provided                      200,960       (13,788)     35,499
by operating activities
Cash flows from investing activities:
 Cost of fixed maturities, at market sold          40,098        36,678      19,392
 Cost of fixed maturities, at market matured or redeemed124,621  76,989      85,628
 Cost of equity securities sold                     2,607           405           -
 Realized capital gains                               (51)          582       3,176
 Purchase of fixed maturities                    (524,245)     (590,864)   (252,964)
 Purchase of equity securities                     (1,678)       (1,213)          -
 Mortgage loans granted                           (74,590)      (75,100)    (53,977)
 Repayments of mortgage loans                      16,416        12,406      16,464
 Change in policy loans                         1,087,765    (1,589,502) (1,184,455)
 Change in short-term investments                 102,616      (115,532)     18,361
 Change in other invested assets                   11,002        (4,296)     (6,652)
 Other - net                                          (38)       (6,042)    (10,583)

  Net cash used in investing activities           784,523    (2,255,489) (1,365,610)
                                            -------------  -------------------------

Cash flows from financing activities:
 Change in policyholders' funds on deposit       (980,835)    2,265,900   1,330,841
                                            ---------------------------  ----------

   Net cash provided by financing activities     (980,835)    2,265,900   1,330,841
                                            -------------- ------------  ----------

Change in cash                                      4,648        (3,377)        730
Cash at beginning of year                           1,132          4,509      3,779
                                          --------------------------------------------
Cash at end of year                      $          5,780$          1,132$    4,509
                                          =============== =============== ==============
</TABLE>


                   See accompanying notes to financial statements





                                      F-8
<PAGE>



                             AIG LIFE INSURANCE COMPANY
                           NOTES TO FINANCIAL STATEMENTS

1.  Summary of Significant Accounting Policies

   (a)Basis of  Presentation:  AIG Life  Insurance  Company  (the  Company) is a
      wholly-owned   subsidiary  of  American  International  Group,  Inc.  (the
      Parent). The financial statements of the Company have been prepared on the
      basis of generally accepted accounting  principles (GAAP). The preparation
      of financial  statements  in conformity  with GAAP requires  management to
      make estimates and assumptions  that affect the reported amounts of assets
      and liabilities and disclosure of contingent assets and liabilities at the
      date of the financial  statements and the reported amounts of revenues and
      expenses  during the reporting  periods.  Actual results could differ from
      those  estimates.  The Company is licensed to sell life and  accident  and
      health  insurance in the  District of Columbia  and all states  except for
      Maine and New York.

      The Company also files  financial  statements  prepared in accordance with
      statutory practices prescribed or permitted by the Insurance Department of
      the State of Delaware.  Financial  statements  prepared in accordance with
      generally accepted  accounting  principles differ in certain respects from
      the  practices  prescribed  or permitted by  regulatory  authorities.  The
      significant  differences  are: (1) statutory  financial  statements do not
      reflect fixed  maturities  available for sale at market value;  (2) policy
      acquisition  costs,  charged against operations as incurred for regulatory
      purposes,  have been deferred and are being amortized over the anticipated
      life of the  contracts;  (3) individual  life and annuity policy  reserves
      based on statutory  requirements  have been adjusted based upon mortality,
      lapse and interest  assumptions  applicable to these coverages,  including
      provisions for reasonable adverse  deviations;  these assumptions  reflect
      the Company's experience and industry standards; (4) deferred income taxes
      not recognized  for  regulatory  purposes have been provided for temporary
      differences  between  the bases of assets and  liabilities  for  financial
      reporting purposes and tax purposes;  (5) for regulatory purposes,  future
      policy  benefits,  policyholders'  funds on deposit,  policy and  contract
      claims and  reserve  for  unearned  premiums  are  presented  net of ceded
      reinsurance;  and (6) an asset valuation reserve and interest  maintenance
      reserve  using  National  Association  of Insurance  Commissioners  (NAIC)
      formulas are set up for regulatory purposes.

   (b)Investments:  Fixed  maturities  available for sale, where the company may
      not have the ability or  positive  intent to hold these  securities  until
      maturity,  are  carried  at market  value.  Included  in fixed  maturities
      available  for  sale  are  collateralized   mortgage  obligations  (CMOs).
      Premiums and  discounts  arising from the purchase of CMO's are treated as
      yield  adjustments  over the  estimated  life.  Common and  non-redeemable
      preferred stocks are carried at market value.  Short-term  investments are
      carried at cost, which approximates market.

      Unrealized  gains and losses from  investments  in equity  securities  and
      fixed maturities available for sale are reflected in stockholders' equity,
      net of amounts recorded as future policy benefits and any related deferred
      income taxes.

      Realized  capital gains and losses are determined  principally by specific
      identification.  Where  declines  in values of  securities  below  cost or
      amortized  cost are  considered  to be other than  temporary,  a charge is
      reflected in income for the difference  between cost or amortized cost and
      estimated net realizable value.

      Mortgage loans on real estate are carried at unpaid principal balance less
      unamortized  loan  origination  fees  and  costs  less  an  allowance  for
      uncollectible loans.


                                      F-9
<PAGE>




1.  Summary of Significant Accounting Policies - (continued)

   (b) Investments: (continued)

      Real  estate  is  carried  at  depreciated  cost and is  depreciated  on a
      straight-line  basis over 31.5 years.  Expenditures  for  maintenance  and
      repairs are charged to income as incurred;  expenditures  for  betterments
      are capitalized and depreciated over their estimated lives.

      Policy loans are carried at the aggregate unpaid principal balance.

      Other invested assets consist primarily of limited  partnership  interests
      which are carried at market  value.  Unrealized  gains and losses from the
      revaluation of these  investments are reflected in  stockholders'  equity,
      net of any related  taxes.  Also  included in this category is an interest
      rate cap  agreement,  which is carried at its amortized  cost. The cost of
      the cap is being amortized  against  investment  income on a straight line
      basis over the life of the cap.

    (c) Income Taxes:  The Company joins in a  consolidated  federal  income tax
      return with the Parent and its domestic subsidiaries.  The Company and the
      Parent have a written tax allocation  agreement  whereby the Parent agrees
      not to charge  the  Company  a greater  portion  of the  consolidated  tax
      liability  than  would  have  been paid by the  Company  if it had filed a
      separate return. Additionally,  the Parent agrees to reimburse the Company
      for any tax  benefits  arising  out of its net losses  within  ninety days
      after the  filing of that  consolidated  tax  return for the year in which
      these losses are utilized.  Deferred federal income taxes are provided for
      temporary  differences  related to the expected future tax consequences of
      events that have been recognized in the Company's financial  statements or
      tax returns.

   (d)Premium  Recognition  and  Related  Benefits  and  Expenses:  Premiums  on
      traditional  life  insurance  and life  contingent  annuity  contracts are
      recognized  when due.  Revenues  for  universal  life and  investment-type
      products   consist  of  policy   charges   for  the  cost  of   insurance,
      administration, and surrenders during the period. Premiums on accident and
      health  insurance  are  reported as earned  over the  contract  term.  The
      portion of accident and health  premiums which is not earned at the end of
      a reporting period is recorded as unearned premiums. Estimates of premiums
      due but not yet  collected are accrued.  Policy  benefits and expenses are
      associated with earned premiums on long-duration  contracts resulting in a
      level recognition of profits over the anticipated life of the contracts.

      Policy  acquisition  costs for  traditional  life  insurance  products are
      generally  deferred and  amortized  over the premium  paying period of the
      policy.  Deferred policy  acquisition  costs and policy  initiation  costs
      related to universal  life and  investment-type  products are amortized in
      relation to expected gross profits over the life of the policies (see Note
      3).

      The  liability  for future  policy  benefits and  policyholders'  contract
      deposits is established using assumptions described in Note 4.

   (e)Policy and Contract  Claims:  Policy and contract  claims include  amounts
      representing: (1) the actual in-force amounts for reported life claims and
      an estimate of incurred but unreported claims; and (2) an estimate,  based
      upon prior  experience,  for accident and health reported and incurred but
      unreported  losses.  The methods of making such estimates and establishing
      the  resulting  reserves  are  continually  reviewed  and  updated and any
      adjustments resulting therefrom are reflected in income currently.




                                      F-10
<PAGE>



1. Summary of Significant Accounting Policies - (continued)

   (f)Separate and Variable  Accounts:  These accounts represent funds for which
      investment  income and investment  gains and losses accrue directly to the
      policyholders.  Each account has specific investment  objectives,  and the
      assets are carried at market value. The assets of each account are legally
      segregated  and are not  subject  to claims  which  arise out of any other
      business of the Company.

   (g)Reinsurance Assets:  Reinsurance assets include the balances due from both
      reinsurance  and  insurance  companies  under the  terms of the  Company's
      reinsurance  arrangements  for  ceded  unearned  premiums,  future  policy
      benefits   for  life  and  accident   and  health   insurance   contracts,
      policyholders'  funds on deposit and policy and contract  claims.  It also
      includes funds held under reinsurance treaties.

   (h) Accounting Standards:

      In March 1995,  the  Financial  Accounting  Standards  Board (FASB) issued
      Statement of Financial  Accounting  Standards No. 121  "Accounting for the
      Impairment of Long-lived  Assets and for Long-lived  Assets to Be Disposed
      Of" (FASB 121). This statement requires that long-lived assets and certain
      identifiable  intangibles  be reviewed for impairment  whenever  events or
      changes in circumstances indicate that the carrying amount of an asset may
      not be recoverable and an impairment loss must be recognized.

      FASB 121 was effective  for the Company  commencing  January 1, 1996.  The
      adoption of this statement  during 1996 had no  significant  effect on the
      Company's result of operations, financial condition or liquidity.

      In  December  1995,   FASB  issued  "Special   Report,   a  Guide  to  the
      Implementation of Statement No. 115 on Accounting for Certain  Investments
      in Debt and Equity  Securities".  Among other things,  this guide provided
      for  a  transition  provision  permitting  a  one-time  transfer  of  debt
      securities from the held to maturity  classification  to the available for
      sale classification.  The Company did not transfer any securities from the
      held to maturity classification to the available for sale classification.

   (i)During  1996,  the  Company  changed  it's  method  of  accounting  for  a
      subsidiary to reflect the minority interest.  The financial statements for
      1994 and 1995 have been reclassified to conform to this presentation.

2.  Investment Information

  a) Statutory  Deposits:  Securities  with a carrying  value of  $2,460,000 
     and $2,639,000  were  deposited by the Company  under  requirements  of 
     regulatory authorities as of December 31, 1996 and 1995, respectively.


                                      F-11
<PAGE>

2.  Investment Information - (continued)

   (b) Net Investment  Income:  An analysis of net  investment  income is as 
       follows  (in thousands):

<TABLE>
<CAPTION>


                                                           Years ended  December  31,
                                                        1996          1995       1994
                                                       -------    --------   --------
      
     <S>                                             <C>        <C>          <C>                                           
      Fixed maturities                                $164,548     138,341    $109,826
      Equity securities                                    219         225         241
      Mortgage loans                                    22,797      19,399      14,655
      Real estate                                        2,125         997       1,584
      Policy loans                                     314,020     268,454     108,453
      Cash and short-term investments                    2,924       4,348       1,684
          Other invested assets                          2,549       6,129       4,070
                                                    ----------  ----------  ----------
            Total investment income                    509,182     437,893     240,513

      Investment expenses                                4,521       2,210       1,301
                                                    ---------- -----------  -----------

            Net investment income                     $504,661    $435,683    $239,212
                                                      ========    ========     ========
</TABLE>


(c)  Investment  Gains and Losses:  The net realized  capital gains (losses) and
  change in unrealized  appreciation  (depreciation)  of  investments  for 1996,
  1995 and 1994 are summarized below (in thousands):

<TABLE>
<CAPTION>

                                                         Years  ended  December 31,
                                                         -------------------------
                                                         1996       1995      1994  
                                                         --------------------------
<S>                                                  <C>       <C>        <C>                                                       
                                                                                              
   Net realized (losses) gains on investments:
      Fixed maturities                                $    (79)$      (166)  $   (10)
      Equity securities                                     28         712       442
      Mortgage loans                                         -      (1,000)   (1,223)
      Other invested assets                                  -          37     2,744
                                                 ------------- -----------  --------
      Net realized gains                              $    (51)   $   (417)  $ 1,953
                                                     ==========  ==========  =========


   Change in unrealized appreciation 
       (depreciation) of investments: 
        Fixed maturities                             $ (58,659)    $168,561  $(90,779)
      Equity securities                                  1,517           69       293
          Other invested assets                          6,897        1,373     5,582
                                                     -----------   --------------------
      Net change in unrealized appreciation
       (depreciation) of investments                 $ (50,245)   $170,003  $(84,904)
                                                     ==========   ========  =========
</TABLE>


      Proceeds from the sale of  investments  in fixed  maturities  during 1996,
      1995  and   1994   were   $40,098,000,   $36,678,000,   and   $17,431,000,
      respectively.

      During  1996,  1995 and  1994,  gross  gains of  $176,000,  $109,000,  and
      $394,000,  respectively,  and gross  losses  of  $255,000,  $275,000,  and
      $404,000,  respectively,  were realized on  dispositions of fixed maturity
      investments.



                                      F-12
<PAGE>
                                    


2. Investment Information - (continued)

      During  1996,  1995 and  1994,  gross  gains  of  $28,000,  $712,000,  and
      $442,000, respectively, were realized on disposition of equity securities.

   (d)Market  Value  of  Fixed   Maturities  and  Unrealized   Appreciation   of
      Investments:  At December 31, 1996 and 1995,  unrealized  appreciation  of
      investments in equity securities  (before applicable taxes) included gross
      gains of  $2,265,000  and  $833,000  and  gross  losses  of  $235,000  and
      $320,000, respectively.

      The amortized  cost and estimated  market values of  investments  in fixed
      maturities at December 31, 1996 and 1995 are as follows (in thousands):
<TABLE>
<CAPTION>

                                                     Gross     Gross
      1996                            Amortized   Unrealized  Unrealized  Market
                                      Cost        Gains       Losses      Value
      -----                           ---------   ----------  ---------   -------
     <S>                           <C>          <C>        <C>       <C>    
      
     Fixed maturities:
       U.S. Government and government
         agencies and authorities    $  47,848     $ 7,814        $151   $55,511
       States, municipalities and
         political subdivisions        327,944      15,525       1,934   341,535
       Foreign governments              33,340       2,855         113    36,082
       All other corporate           1,781,448      71,994      15,244 1,838,198
                                     ---------  ----------  ---------- ----------

      Total fixed maturities        $2,190,580     $ 98,188  $ 17,442 $2,271,326
                                     =========  ========== ==========  =========
</TABLE>
<TABLE>
<CAPTION>




                                                     Gross        Gross
      1995                            Amortized   Unrealized  Unrealized  Market
                                      Cost        Gains       Losses      Value
     ------                           ---------   ----------  ----------  ------
<S>                                <C>          <C>        <C>         <C>    
      

     Fixed maturities:
       U.S. Government and government
         agencies and authorities    $  45,872   $  12,144  $       -   $  58,016
       States, municipalities and
         political subdivisions        345,049      22,975         24     368,000
       Foreign governments              30,515       4,158         30      34,643
       All other corporate           1,402,424     106,513       6,331  1,502,606
                                    ----------   ---------  ----------  ---------

      Total fixed maturities        $1,823,860  $  145,790  $   6,385  $1,963,265
                                     =========   ========= ==========  =========
</TABLE>





                                      F-13
<PAGE>
                                    



2. Investment Information - (continued)

      The  amortized  cost and  estimated  market  value  of  fixed  maturities,
      available  for sale at December 31, 1996,  by  contractual  maturity,  are
      shown  below  (in  thousands).   Actual   maturities   could  differ  from
      contractual  maturities  because  certain  borrowers may have the right to
      call or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>

                                                                    Estimated
                                                  Amortized         Market
                                                  Cost              Value
<S>                                            <C>              <C>   

      Due in one year or less                  $   74,325        $   76,640
      Due after one year through five years       598,151           615,822
      Due after five years through ten years      818,547           849,841
      Due after ten years                         699,557           729,023
                                                ---------         ---------

                                               $2,190,580        $2,271,326
</TABLE>

   (e)CMO's:  CMO's are U.S.  Government and Government agency backed and triple
      A-rated  securities.  In the preceding table,  CMO's are included in other
      corporate  fixed  maturities.  At December  31, 1996 and 1995,  the market
      value  of  the  CMO   portfolio   was   $435,313,000   and   $457,111,000,
      respectively;  the estimated amortized cost was approximately $419,276,000
      in 1996 and  $433,481,000  in 1995. The Company's CMO portfolio is readily
      marketable.  There were no derivative (high risk) CMO securities contained
      in the portfolio at December 31, 1996.

   (f)Fixed Maturities  Below  Investment  Grade: At December 31, 1996 and 1995,
      the fixed  maturities held by the Company that were below investment grade
      had  an  aggregate   amortized  cost  of  $136,502,000   and  $74,622,000,
      respectively,   and  an  aggregate   market  value  of  $135,218,000   and
      $73,894,000, respectively.

   (g) Non-income Producing Assets: Non-income producing assets were 
       insignificant.

   (h)Investments  Greater than 10% Equity:  The market value of  investments in
      the  following  companies and  institutions  exceeded 10% of the Company's
      total stockholders' equity at December 31, 1996 (in thousands):

      Fixed Maturities:
      Ford Motor Credit Corporation         $   38,202
      GMAC                                  $   49,541

      Other Invested Assets:
      Equity Linked Investors II, L.P.      $   43,808




                                      F-14
<PAGE>
                                    



3.  Deferred Policy Acquisition Costs

      The following reflects the policy acquisition costs deferred (commissions,
      direct  solicitation  and other  costs)  which will be  amortized  against
      future  income and the  related  current  amortization  charged to income,
      excluding  certain  amounts  deferred and amortized in the same period (in
      thousands).  The  1996  and  1995  amortization  includes  $6,096,000  and
      $9,455,000,  respectively,  to recognize excess loss experienced on credit
      insurance.

<TABLE>
<CAPTION>


                                                   Years  ended  December 31,
                                                   ---------------------------
                                                    1996      1995        1994
                                                    ---------------------------

     <S>                                        <C>         <C>          <C>  
     
      Balance at beginning of year               $60,625     $54,474     $39,568
      Acquisition costs deferred                  43,534      35,008      29,442
      Amortization charged to income             (19,872)    (28,857)    (14,536)
                                                 -------    --------    --------
      Balance at end of year                     $84,287     $60,625     $54,474
                                                 =======     =======     =======
</TABLE>


4.  Future Policy Benefits and Policyholders' Funds on Deposit

(a)The  analysis  of the future  policy  benefits  and  policyholders'  funds on
   deposit at December 31, 1996 and 1995 follows (in thousands):
<TABLE>
<CAPTION>


                                                          1996              1995
                                                    ----------          --------
     <S>                                          <C>               <C>          
      Future Policy Benefits:
      Long duration contracts                       $  624,659       $   556,669
      Short duration contracts                           5,861             9,818
                                                   -----------      ------------
                                                    $  630,520       $   566,487
                                                    ==========       ===========

      Policyholders' funds on deposit:
      Annuities                                   $  1,082,217       $   944,629
      Universal life                                   130,413           171,564
      Guaranteed investment contracts (GICs)           278,680           249,844
      Corporate owned life markets                   2,314,149         3,204,912
           Other investment contracts                    4,636             4,046
                                                 -------------       -----------

                                                    $3,810,095        $4,574,995
                                                    =========          =========
</TABLE>


   (b)Long duration contract liabilities included in future policy benefits,  as
      presented in the table above, result from traditional life products. Short
      duration contract  liabilities are primarily accident and health products.
      The liability for future policy benefits has been  established  based upon
      the following assumptions:

       (i)  Interest  rates for  traditional  life  insurance  products  are 9.5
        percent  graded to 7.0 percent over 30 years.  The  liability for future
        policy benefits for universal life insurance has been established  using
        FASB 97 and  assumes a 1.0 percent  investment  margin.  Interest  rates
        (exclusive of immediate/terminal funding annuities),  which vary by year
        of  issuance  and  products,  range from 3.0  percent  to 10.0  percent.
        Interest rates on immediate/terminal  funding annuities are at a maximum
        of 12.2 percent and grade to not greater than 7.5 percent.

      (ii)  Mortality  and  withdrawal  rates are based upon  actual  experience
        modified to allow for  variations in policy form.  The weighted  average
        lapse rate, including  surrenders,  for individual life approximated 1.9
        percent.


                                      F-15
<PAGE>



4.  Future Policy Benefits and Policyholders' Funds on Deposit - (continued)

   (c)The liability  for  policyholders'  funds on deposit has been  established
      based on the following assumptions:

       (i)  Interest  rates  credited  on  deferred  annuities  vary  by year of
        issuance  and range from 3.0 percent to 8.0 percent.  Credited  interest
        rate  guarantees  are  generally  for a period of one  year.  Withdrawal
        charges generally range from 6.0 percent to 10.0 percent grading to zero
        over a period of 6 to 10 years.

      (ii) GICs have market value withdrawal  provisions for any funds withdrawn
      other than benefit responsive payments.  Interest rates credited generally
      range from 4.7  percent to 8.1 percent  and  maturities  range from 2 to 7
      years.

     (iii)  Interest  rates  on  corporate-owned  life  insurance  business  are
      guaranteed  at 4.0 percent and the weighted  average rate credited in 1996
      was 9.4 percent.

     (iv) The universal life funds,  exclusive of corporate owned life insurance
      business,  have credited  interest rates of 5.9 percent to 7.5 percent and
      guarantees  ranging from 3.5 percent to 5.5 percent  depending on the year
      of issue.  Additionally,  universal  life funds are  subject to  surrender
      charges  that amount to 10.0 percent of the fund balance and grade to zero
      over a period not longer than 20 years.

5.  Income Taxes

   (a)The  Federal  income tax rate  applicable  to  ordinary  income is 35% for
      1996, 1995 and 1994. Actual tax expense on income from operations  differs
      from the  "expected"  amount  computed by applying the Federal  income tax
      rate because of the following (in thousands except percentages):
<TABLE>
<CAPTION>


                                       Years   ended   December 31,
                                  1996               1995             1994
                                Percent             Percent           Percent
                                  of                  of                of
                                pre-tax             pre-tax           pre-tax
                               operating           operating         operating
                            Amount    Income    Amount    Income  Amount  Income
                            ----------------    ----------------  --------------

<S>                        <C>     <C>      <C>         <C>     <C>      <C>
 
"Expected" income tax
    expense                $ 18,125  35.0%   $ 12,155     35.0% $ 8,436   35.0%
 Prior year federal                                              
    income tax benefit          (51) (0.1)       (798)     (2.3)      -      -
     State income tax           850   1.6         894       2.6      197    0.8
 Other                          677   1.3         119       0.3       35    0.2
                           --------- ----      --------- ------  -------   -----
 Actual income tax expense   $19,601  37.8%   $ 12,370     35.6% $ 8,668   36.0%
                             =============     ========    ====   =======   ====
</TABLE>


                                      F-16
<PAGE>

5.  Income Taxes - (continued)

   (b) The  components  of the net  deferred  tax  liability  were  as  follows 
       (in thousands):
<TABLE>
<CAPTION>

                                                     Years ended December 31,
                                                           1996         1995
<S>                                                     <C>       <C>    
                                                            
   Deferred tax assets:
  Adjustment to life reserves                           $41,522      $24,940
  Adjustments to mortgage loans and investment income     2,531        2,546
  Adjustment to policy and contract claims               10,687       11,725
  Other                                                   2,585        1,232
                                                         57,325       40,443
                                                       ---------     --------

   Deferred tax liabilities:
      Deferred policy acquisition costs          $       23,047      $ 13,040
      Unrealized appreciation on investments             33,823        47,209
      Bond discount                                       4,085         3,458
      Other                                               2,083         1,321
                                                     ----------      ---------
                                                         63,038        65,028
                                                      ---------       --------

      Net deferred tax liability                    $     5,713      $ 24,585
                                                     ==========       ========

</TABLE>

   (c)At  December  31,  1996,  accumulated  earnings of the Company for Federal
      income tax purposes include  approximately  $2,204,000 of  "Policyholders'
      Surplus"  as  defined  under  the  Code.  Under  provisions  of the  Code,
      "Policyholders'  Surplus" has not been currently  taxed but would be taxed
      at  current  rates if  distributed  to the  Parent.  There  is no  present
      intention to make cash  distributions  from  "Policyholders'  Surplus" and
      accordingly, no provision has been made for taxes on this amount.

   (d)Income  taxes  paid in 1996,  1995,  and  1994  amounted  to  $25,412,000,
      $26,030,000, and $25,052,000, respectively.


6.  Commitments and Contingencies

      The Company,  in common with the insurance industry in general, is subject
      to litigation, including claims for punitive damages, in the normal course
      of their business.  The Company does not believe that such litigation will
      have a material effect on its operating results and financial condition.

7.  Fair Value of Financial Instruments

   (a)Statement of Financial  Accounting  Standards No. 107  "Disclosures  about
      Fair Value of Financial  Instruments"  (FASB 107)  requires  disclosure of
      fair  value  information  about  financial  instruments  for  which  it is
      practicable to estimate such fair value.  These financial  instruments may
      or may not be recognized in the balance sheet.  In the  measurement of the
      fair value of certain of the financial  instruments,  quoted market prices
      were not available and other  valuation  techniques  were utilized.  These
      derived fair value estimates are significantly affected by the assumptions
      used. FASB 107 excludes  certain  financial  instruments,  including those
      related to insurance contracts.


                                      F-17
<PAGE>



7.  Fair Value of Financial Instruments - (continued)

      The  following  methods  and  assumptions  were  used  by the  Company  in
      estimating the fair value of the financial instruments presented:

      Cash and short term  investments:  The  carrying  amounts  reported in the
      balance sheet for these instruments approximate fair values.

      Fixed  maturities:  Fair values for fixed maturity  securities  carried at
      market value are generally  based upon quoted market  prices.  For certain
      fixed maturities for which market prices were not readily available,  fair
      values were  estimated  using values  obtained  from  independent  pricing
      services.

      Equity  securities:  Fair  values  for equity  securities  were based upon
      quoted market prices.

      Mortgage and policy loans:  Where  practical,  the fair values of loans on
      real estate were estimated using discounted cash flow  calculations  based
      upon the  Company's  current  incremental  lending  rates for similar type
      loans.  The fair value of the  policy  loans  were not  calculated  as the
      Company  believes it would have to expend excessive costs for the benefits
      derived.  Therefore,  the fair  value of  policy  loans was  estimated  at
      carrying value.

      Interest rate cap:  Fair values for the interest  rate cap were  estimated
      using values obtained from an independent pricing service.

      Policyholders'  funds on  deposit:  Fair  value of  policyholder  contract
      deposits were estimated using discounted cash flow calculations based upon
      interest rates  currently being offered for similar  contracts  consistent
      with those remaining for the contracts being valued.

   (b) The fair value and carrying  amounts of financial  instruments 
       is as follows (in thousands):

<TABLE>
<CAPTION>



      1996                                             Fair        Carrying
                                                       Value       Amount
     <S>                                       <C>           <C>    

      Cash and short-term investments           $    105,816  $    105,816
      Fixed maturities                             2,271,326     2,271,326
      Equity securities                                5,578         5,578
      Mortgage and policy loans                    2,183,873     2,171,324
         Interest rate cap                                75            94

      Policyholders' funds on deposit            $ 3,832,601   $ 3,810,095

      1995                                            Fair        Carrying
                                                       Value       Amount
      Cash and short-term investments           $    203,784  $    203,784
      Fixed maturities                             1,963,265     1,963,265
      Equity securities                                4,990         4,990
      Mortgage and policy loans                    3,216,321     3,200,853
         Interest rate cap                               144           170

      Policyholders' funds on deposit            $ 4,592,841   $ 4,574,995


</TABLE>
                                      F-18
<PAGE>




8.  Stockholders' Equity

   (a)The  maximum  stockholder   dividend  which  can  be  paid  without  prior
      regulatory  approval  is subject to  restrictions  relating  to  statutory
      surplus and statutory net gain from operations. These restrictions limited
      payment of dividends to  $39,027,000  during 1996,  however,  no dividends
      were paid during the year.

   (b)The  Company's  stockholders'  equity as  determined  in  accordance  with
      statutory  accounting  practices was $221,567,000 at December 31, 1996 and
      $176,952,000  at  December  31,  1995.  Statutory  net income  amounted to
      $47,074,000,  $39,712,000,  and  $47,002,000  for  1996,  1995  and  1994,
      respectively.

9.  Employee Benefits

   (a)The   Company   participates   with  its   affiliates   in  a   qualified,
      non-contributory,  defined  benefit  pension plan which is administered by
      the Parent. All qualified employees who have attained age 21 and completed
      twelve months of continuous  service are eligible to  participate  in this
      plan.  An employee  with 5 or more years of service is entitled to pension
      benefits  beginning at normal retirement age 65. Benefits are based upon a
      percentage of average final  compensation  multiplied by years of credited
      service limited to 44 years of credited service. Prior to January 1, 1996,
      the average final compensation is subject to certain  limitations.  Annual
      funding  requirements  are determined based on the "projected unit credit"
      cost method which  attributes  a pro rata  portion of the total  projected
      benefit  payable at normal  retirement  to each year of credited  service.
      Pension  expense for current  service costs,  retirement  and  termination
      benefits  for the  years  ended  December  31,  1996,  1995 and 1994  were
      approximately $400,000, $304,000, and $179,000, respectively. The Parent's
      plans do not separately  identify  projected benefit  obligations and plan
      assets  attributable  to  employees  of  participating   affiliates.   The
      projected  benefit  obligations  exceeded  the plan assets at December 31,
      1996 by $42,149,000.

   (b)The Parent also sponsors a voluntary  savings plan for domestic  employees
      (a 401(k)  plan),  which,  during the two years ended  December  31, 1994,
      provided for salary  reduction  contributions  by  employees  and matching
      contributions  by  the  Parent  of  up  to 2  percent  of  annual  salary.
      Commencing  January  1,  1995,  the  401(k)  plan  provided  for  matching
      contributions  by the Parent of up to 6 percent of annual salary depending
      on the employee's years of service.

   (c)In addition to the Parent's  defined  benefit pension plan, the Parent and
      its  subsidiaries  provide a  post-retirement  benefit program for medical
      care and life  insurance.  Eligibility  in the various  plans is generally
      based upon  completion  of a  specified  period of  eligible  service  and
      reaching a specified age.

   (d)The  Parent  applies  APB  Opinion  25  "Accounting  for  Stock  issued to
      Employees"  and  related  interpretations  in  accounting  for its  plans.
      Employees  of the Company  participate  in certain  stock option and stock
      purchase  plans of the Parent.  In general,  under the stock  option plan,
      officers  and other key  employees  are granted  options to  purchase  AIG
      common  stock at a price not less than  fair  market  value at the date of
      grant. In general,  the stock purchase plan provide for eligible employees
      to receive privileges to purchase AIG common stock at a price equal to 85%
      of the fair market value on the date of grant of the  purchase  privilege.
      The Parent has not  recognized  compensation  costs for either  plan.  The
      effect of the compensation costs, as determined consistent with
      FASB  123,  was not  computed  on a  subsidiary  basis,  but  rather  on a
      consolidated  basis for all  subsidiaries  of the Parent and therefore are
      not presented herein.


                                      F-19
<PAGE>





10.  Leases

   (a)The  Company  occupies  leased  space  in  many  locations  under  various
      long-term  leases  and  has  entered  into  various  leases  covering  the
      long-term  use of data  processing  equipment.  At December 31, 1996,  the
      future minimum lease payments under  operating  leases were as follows (in
      thousands):

            Year                          Payment

      1997                               $  3,833 
      1998                                  2,785    
      1999                                  1,846    
      2000                                  1,596    
      2001                                  1,471    
      Remaining years after 2001            4,414
                                           -------

                                     Total $15,945
                                           -------
                                           -------
      Rent expense approximated $4,263,000,  $3,764,000,  and $3,542,000 for the
      years ended December 31, 1996, 1995 and 1994, respectively.

   (b) Sublease Income -The Company does not participate in sublease agreements.


11.  Reinsurance

   (a)The  Company  reinsures  portions  of its life  and  accident  and  health
      insurance  risks with  unaffiliated  companies.  Life insurance  risks are
      reinsured  primarily under coinsurance and yearly renewable term treaties.
      Accident  and  health  insurance  risks  are  reinsured   primarily  under
      coinsurance,  excess of loss and quota share treaties. Amounts recoverable
      from reinsurers are estimated in a manner  consistent with the assumptions
      used for the underlying  policy  benefits and are presented as a component
      of  reinsurance  assets.  A  contingent  liability  exists with respect to
      reinsurance  ceded to the extent that any  reinsurer is unable to meet the
      obligations assumed under the reinsurance agreements.

      The Company  also  reinsures  portions of its life and accident and health
      insurance risks with affiliated companies (see Note 12). The effect of all
      reinsurance  contracts,  including  reinsurance assumed, is as follows (in
      thousands, except percentages):
<TABLE>
<CAPTION>

                                                                                 Percentage
                                                                                 of Amount
December 31, 1996                                                                 Assumed
                            Gross       Ceded          Assumed           Net       to Net
                            -----       -----          -------           ---      --------
<S>                    <C>          <C>            <C>           <C>              <C>   

Life Insurance in Force $53,854,456 $17,392,184      $ 605,831    $37,068,103     1.6%
                        ===========    ============  ===========  =============
 
   Premiums:
    Life                  187,886       49,150             327        139,063      -
    Accident and Health    97,971       28,359         107,447        177,059     60.7%
    Annuity                78,358            -               -         78,358      -
        ---------------   ---------   ----------     ----------     ----------                

   Total Premiums        $ 364,215      $77,509      $ 107,774       $394,480     27.3%
                       ============  ============   =============  =============
</TABLE>




                                      F-20
<PAGE>


11.  Reinsurance - (continued)

<TABLE>
<CAPTION>
                                                                                 Percentage
                                                                                  of Amount
   December 31, 1995                                                              Assumed
                                  Gross       Ceded     Assumed        Net        to Net
   <S>                      <C>             <C>         <C>         <C>          <C>   

    Life Insurance in Force $48,644,007     $16,635,298  $58,966    $32,067,675
                           ===========     ===========  ==========    ===========   0.2%

      Premiums:
       Life                  184,981          33,768      1,670     152,883         1.1%
       Accident and Health    72,473          16,800     93,060     148,733        62.6%
       Annuity                62,886                -       -         62,886
                      --------------     ---------------------------------------
             -

      Total Premiums   $     320,340         $50,568    $ 94,730   $ 364,502        26.0%
                       ========================== ==========    =============
</TABLE>

<TABLE>
<CAPTION>

                                                                                 Percentage
                                                                                 of Amount
   December 31, 1994                                                              Assumed
                              Gross        Ceded             Assumed       Net    to Net
     <S>                    <C>         <C>            <C>             <C>       <C>    

    Life Insurance in Force$38,375,181     $16,500,870  $   19,298    $21,893,609   0.1%
                           ===========     ===========  ==========    ===========
       

      Premiums:
       Life                  130,716        7,233             (10)     123,473        -
       Accident and Health    66,026       13,949           79,810     131,887      60.5%
       Annuity                10,630            -               -      10,630         -
                      --------------     ----------------------------------------
           

      Total Premiums   $     207,372$      21,182     $    79,800   $    265,990    30.0%
                       ==========================      ==========   ============
</TABLE>

   (b) The maximum amount retained on any one life by the Company is $1,000,000.

   (c)Reinsurance   recoveries,   which  reduced   death  and  other   benefits,
      approximated $54,456,000, $51,264,000, and $34,252,000,  respectively, for
      each of the years ended December 31, 1996, 1995 and 1994.

      The Company's reinsurance arrangements do not relieve the Company from its
      direct obligation to its insureds.
                                  

12.  Transactions with Related Parties

   (a)The  Company  is  party  to  several   reinsurance   agreements  with  its
      affiliates  covering certain life and accident and health insurance risks.
      Premium  income and  commission  ceded for 1996 amounted to $1,345,000 and
      $0, respectively. Premium income and commission ceded for 1995 amounted to
      $1,269,000 and $1,000,  respectively.  Premium income and commission ceded
      to  affiliates  amounted  to  $1,267,000  and  $2,000  for the year  ended
      December 31, 1994.  Premium income and ceding  commission  expense assumed
      from affiliates aggregated $103,885,000 and $27,609,000, respectively, for
      1996, compared to $90,688,000 and $23,422,000, respectively, for 1995, and
      $75,005,000 and $20,374,000, respectively for 1994.


                                      F-21
<PAGE>







12.  Transactions with Related Parties - (continued)

   (b)The  Company  is  party  to  several  cost  sharing  agreements  with  its
      affiliates.  Generally,  these  agreements  provide for the  allocation of
      costs upon either the specific identification basis or a proportional cost
      allocation basis which management believes to be reasonable. For the years
      ended  December  31,  1996,   1995  and  1994,  the  Company  was  charged
      $28,277,000,  $23,193,000,  and  $21,392,000,  respectively,  for expenses
      attributed  to the Company but  incurred  by  affiliates.  During the same
      period, the Company received  reimbursements  from affiliates  aggregating
      $17,598,000,   $14,496,000,  and  $13,383,000,   respectively,  for  costs
      incurred by the Company but attributable to affiliates.

   (c) During 1996, the Company purchased  1,500,000 shares of AIG Life Ireland,
LTD., a subsidiary.


<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Contract Owners of
AIG Life Insurance Company
Variable Account I

We have audited the accompanying statement of assets and liabilities of AIG Life
Insurance Company Variable Account I comprising the Fidelity Money Market, Asset
Manager,  Growth,  High Income,  Investment Grade Bond,  Overseas;  the Alliance
Conservative Investors, Growth and Income, Growth Investors, Growth, Technology,
Quasar;  the  Dreyfus  Stock Index and Zero  Coupon  2000;  the Van Eck Gold and
Natural Resources,  Worldwide  Balanced;  and the Weiss, Peck and Greer Tomorrow
Short-Term,  Tomorrow  Medium-Term  and  Tomorrow  Long-Term  Subaccounts  as of
December  31, 1996 and the related  statement  of  operations  for the year then
ended, and the statement of changes in net assets for each of the two years then
added.  These  financial  statements  are  the  are  the  responsibility  of the
management of Variable Account I. Our responsibility is to express an opinion on
these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of investments held at December 31, 1996 by correspondence with the
transfer agent. An audit also includes assessing the accounting  principles used
an significant  estimates made by management,  as well as evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of AIG Life  Insurance  Company
Variable  Account I as of December 31, 1996,  and the results of its  operations
for the year then  ended,  and the changes in its net assets for each of the two
years then ended, in conformity with generally accepted accounting principles.

/s/ Coopers & Lybrand
- ----------------------
Coopers & Lybrand

2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 20, 1997

<PAGE>

AIG LIFE INSURANCE COMPANY
(AIG LIFE)
VARIABLE ACCOUNT I

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31,1996

<TABLE>
<CAPTION>

                                                                   Shares         Cost        Market Value
<S>                                                         <C>             <C>           <C>
ASSETS:
   Investments at Market Value:
      Profile Variable Products Series Fund, Inc.:

         Fidelity
           Money Market Portfolio ...........................  3,963,487.460 $   3,963,487 $     3,963,487
           Asset Manager Portfolio ..........................     37,011.989       600,306         626,613
           Growth Portfolio .................................     52,518.048     1,608,910       1,635,412
           High Income Portfolio ............................     47,899.815       583,689         599,706
           Investment Grade Bond Portfolio ..................     34,933.375       422,789         427,585
           Overseas Portfolio ...............................     17,871.782       321,135         336,704
         Alliance
           Conservative Investors Portfolio .................     13,726.914       161,852         165,684
           Growth & Income Portfolio ........................     84,098.987     1,287,462       1,379,223
           Growth Investors Portfolio .......................     17,920.758       223,443         228,310
           Growth Portfolio .................................     84,550.253     1,408,596       1,515,141
           Technology Portfolio .............................     15,111.490       170,236         166,831
           Quasar Portfolio .................................      4,634.598        48,517          49,312
         Dreyfus
           Stock Index Portfolio ............................     65,668.622     1,284,134       1,331,760
           Zero Coupon 2000 Portfolio .......................     13,696.980       167,288         168,336
         Van Eck
           Gold & Natural Resources Portfolio ...............      7,016.864       110,838         117,321
           Worldwide Balanced Portfolio .....................      8,698.585        90,980          96,902
         Weiss,Peck & Greer
           Tomorrow Short Term Portfolio ....................     13,636.905       118,526         125,596
           Tomorrow Medium Term Portfolio ...................     11,809.833        91,508          92,826
           Tomorrow Long Term Portfolio .....................     28,966.470       200,113         204,214
                                                                             ------------- ---------------
         Total Investments ................................................. $  12,863,809      13,230,963
                                                                                           ---------------
              Total Assets ............................................................... $    13,230,963
                                                                                           ===============
LIABILITIES:
   Payable to AIG Life ................................................................... $             4

EQUITY:
   Contract Owners' Equity ............................................................... $    13,230,959
                                                                                           ---------------
              Total Liabilities & Equity ................................................. $    13,230,963
                                                                                  ===============

</TABLE>

                                          See Notes to Financial Statements


<PAGE>

            AIG LIFE INSURANCE COMPANY
                    (AIG LIFE)
                VARIABLE ACCOUNT I

             STATEMENT OF OPERATIONS
   For the Period April 1 to December 31, 1996


<TABLE>
<CAPTION>
                                                                    Fidelity      Fidelity
                                                                       Money         Asset       Fidelity
                                                                      Market       Manager         Growth
                                                         Total     Portfolio     Portfolio      Portfolio
<S>                                              <C>            <C>           <C>          <C>
Investment Income (Loss):
    Dividends  ...................................$     118,895  $     57,540  $          0 $            0
Expenses:
    Mortality & Expense Risk Fees  ...............       39,495        13,591         1,349          4,694
    Daily Administrative Charges  ................        5,075         1,686           218            650
                                                  -------------  ------------  ------------ --------------
Net Investment Income (Loss)  ....................       74,325        42,263       (1,567)        (5,344)
                                                  -------------  ------------  ------------ --------------
Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity  ................................        6,188             0            19          5,396
    Change in Unrealized Appreciation
        (Depreciation)  ..........................      367,150             0        26,307         26,502
                                                  -------------  ------------  ------------ --------------
Net Gain (Loss) on Investments  ..................      373,338             0        26,326         31,898
                                                  -------------  ------------  ------------ --------------
Increase (Decrease) in Net Assets
    Resulting From Operations  ...................$     447,663  $     42,263  $     24,759 $       26,554
                                                  =============  ============  ============ ==============
</TABLE>


            AIG LIFE INSURANCE COMPANY
                    (AIG LIFE)
                VARIABLE ACCOUNT I

             STATEMENT OF OPERATIONS
   For the Period April 1 to December 31, 1996
<TABLE>
<CAPTION>


                                                                    Fidelity
                                                      Fidelity    Investment                     Alliance
                                                          High         Grade      Fidelity   Conservative
                                                        Income          Bond      Overseas      Investors
                                                     Portfolio     Portfolio     Portfolio      Portfolio
<S>                                              <C>            <C>           <C>          <C>
Investment Income (Loss):
    Dividends  ...................................$           0  $          0  $          0 $            0
Expenses:
    Mortality & Expense Risk Fees  ...............        1,357           964         1,632            444
    Daily Administrative Charges  ................          164           116           195             53
                                                  -------------  ------------  ------------ --------------
Net Investment Income (Loss)  ....................      (1,521)       (1,080)       (1,827)          (497)
                                                  -------------  ------------  ------------ --------------
Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity  ................................          130             0         1,917             10
    Change in Unrealized Appreciation
        (Depreciation)  ..........................       16,017         4,795        15,569          3,832
                                                  -------------  ------------  ------------ --------------
Net Gain (Loss) on Investments  ..................       16,147         4,795        17,486          3,842
                                                  -------------  ------------  ------------ --------------
Increase (Decrease) in Net Assets
    Resulting From Operations  ...................$      14,626  $      3,715  $     15,659 $        3,345
                                                  =============  ============  ============ ==============
</TABLE>

            AIG LIFE INSURANCE COMPANY
                    (AIG LIFE)
                VARIABLE ACCOUNT I

             STATEMENT OF OPERATIONS
   For the Period April 1 to December 31, 1996

<TABLE>
<CAPTION>
                                                      Alliance
                                                        Growth      Alliance
                                                             &        Growth      Alliance       Alliance
                                                        Income     Investors        Growth     Technology
                                                     Portfolio     Portfolio     Portfolio      Portfolio
<S>                                              <C>            <C>           <C>          <C>
Investment Income (Loss):
    Dividends  ...................................$      25,163  $         34  $      3,241 $            0
Expenses:
    Mortality & Expense Risk Fees  ...............        4,437           515         4,374            173
    Daily Administrative Charges  ................          530            61           554             25
                                                  -------------  ------------  ------------ --------------
Net Investment Income (Loss)  ....................       20,196         (542)       (1,687)          (198)
                                                  -------------  ------------  ------------ --------------
Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity  ................................      (3,083)            20         1,649             11
    Change in Unrealized Appreciation
        (Depreciation)  ..........................       91,762         4,866       106,545        (3,406)
                                                  -------------  ------------  ------------ --------------
Net Gain (Loss) on Investments  ..................       88,679         4,886       108,194        (3,395)
                                                  -------------  ------------  ------------ --------------
Increase (Decrease) in Net Assets
    Resulting From Operations  ...................$     108,875  $      4,344  $    106,507 $      (3,593)
                                                  =============  ============  ============ ==============
</TABLE>

            AIG LIFE INSURANCE COMPANY
                    (AIG LIFE)
                VARIABLE ACCOUNT I

             STATEMENT OF OPERATIONS
   For the Period April 1 to December 31, 1996

<TABLE>
<CAPTION>


                                                                                   Dreyfus        Van Eck
                                                                     Dreyfus          Zero         Gold &
                                                      Alliance         Stock        Coupon        Natural
                                                        Quasar         Index          2000      Resources
                                                     Portfolio     Portfolio     Portfolio      Portfolio
<S>                                              <C>            <C>           <C>          <C>
Investment Income (Loss):
    Dividends  ...................................$           0  $     24,871  $      3,071 $            7
Expenses:
    Mortality & Expense Risk Fees  ...............          104         3,703            88            368
    Daily Administrative Charges  ................            9           481            84             44
                                                  -------------  ------------  ------------ --------------
Net Investment Income (Loss)  ....................        (113)        20,687         2,899          (405)
                                                  -------------  ------------  ------------ --------------
Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity  ................................         (72)            86             4            (8)
    Change in Unrealized Appreciation
        (Depreciation)  ..........................          795        47,626         1,047          6,483
                                                  -------------  ------------  ------------ --------------
Net Gain (Loss) on Investments  ..................          723        47,712         1,051          6,475
                                                  -------------  ------------  ------------ --------------
Increase (Decrease) in Net Assets
    Resulting From Operations  ...................$         610  $     68,399  $      3,950 $        6,070
                                                  =============  ============  ============ ==============
</TABLE>

            AIG LIFE INSURANCE COMPANY
                    (AIG LIFE)
                VARIABLE ACCOUNT I

             STATEMENT OF OPERATIONS
   For the Period April 1 to December 31, 1996

<TABLE>
<CAPTION>

                                                       Van Eck      Tomorrow      Tomorrow       Tomorrow
                                                     Worldwide         Short        Medium           Long
                                                      Balanced          Term          Term           Term
                                                     Portfolio     Portfolio     Portfolio      Portfolio
<S>                                              <C>            <C>           <C>          <C>
Investment Income (Loss):
    Dividends  ...................................$           4  $          0  $      3,582 $        1,382
Expenses:
    Mortality & Expense Risk Fees  ...............          407           440           408            447
    Daily Administrative Charges  ................           49            53            49             54
                                                  -------------  ------------  ------------ --------------
Net Investment Income (Loss)  ....................        (452)         (493)         3,125            881
                                                  -------------  ------------  ------------ --------------
Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity  ................................           21            27            13             48
    Change in Unrealized Appreciation
        (Depreciation)  ..........................        5,922         7,070         1,317          4,101
                                                  -------------  ------------  ------------ --------------
Net Gain (Loss) on Investments  ..................        5,943         7,097         1,330          4,149
                                                  -------------  ------------  ------------ --------------
Increase (Decrease) in Net Assets
    Resulting From Operations  ...................$       5,491  $      6,604  $      4,455 $        5,030
                                         =============  ============  ============ ==============
</TABLE>

                            See Notes to Financial Statements


<PAGE>

<PAGE>


            AIG LIFE INSURANCE COMPANY
                    (AIG LIFE)
                VARIABLE ACCOUNT I

        STATEMENT OF CHANGES IN NET ASSETS
   For the Period April 1 to December 31, 1996

<TABLE>
<CAPTION>


                                                                        Fidelity      Fidelity
                                                                           Money         Asset       Fidelity
                                                                          Market       Manager         Growth
                                                           Total       Portfolio     Portfolio      Portfolio

<S>                                               <C>             <C>             <C>          <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$        74,325 $        42,263 $     (1,567) $     (5,344)
    Realized Gain (Loss) on Investment Activity  .          6,188               0            19         5,396
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........        367,150               0        26,307        26,502
Increase (Decrease) in Net Assets Resulting       --------------- --------------- ------------- -------------
    From Operations  .............................        447,663          42,263        24,759        26,554
                                                  --------------- --------------- ------------- -------------
Capital Transactions:
    Contract Deposits  ...........................     12,978,254       8,824,400       231,094       873,806
    Transfers Between Funds  .....................       (34,151)     (4,876,868)       372,288       772,758
    Contract Withdrawals  ........................      (160,764)        (26,308)       (1,528)      (37,701)
    Deferred Sales Charges  ......................           (43)               0             0           (5)
Increase (Decrease) in Net Assets Resulting       --------------- --------------- ------------- -------------
    From Capital Transactions  ...................     12,783,296       3,921,224       601,854     1,608,858
Total Increase (Decrease) in Net Assets  .........     13,230,959       3,963,487       626,613     1,635,412
                                                  --------------- --------------- ------------- -------------
Net Assets, at Beginning of Year  ................              0               0             0             0
                                                  --------------- --------------- ------------- -------------
Net Assets, at End of Year  ......................$    13,230,959 $     3,963,487 $     626,613 $   1,635,412
                                                  =============== =============== ============= =============
</TABLE>

            AIG LIFE INSURANCE COMPANY
                    (AIG LIFE)
                VARIABLE ACCOUNT I

        STATEMENT OF CHANGES IN NET ASSETS
   For the Period April 1 to December 31, 1996

<TABLE>
<CAPTION>
                                                                        Fidelity
                                                        Fidelity      Investment                    Alliance
                                                            High           Grade      Fidelity  Conservative
                                                          Income            Bond      Overseas     Investors
                                                       Portfolio       Portfolio     Portfolio     Portfolio
<S>                                               <C>             <C>             <C>          <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$       (1,521) $       (1,080) $     (1,827) $       (497)
    Realized Gain (Loss) on Investment Activity  .            130               0         1,917            10
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........         16,017           4,795        15,569         3,832
Increase (Decrease) in Net Assets Resulting       --------------- --------------- ------------- -------------
    From Operations  .............................         14,626           3,715        15,659         3,345
                                                  --------------- --------------- ------------- -------------
Capital Transactions:
    Contract Deposits  ...........................        171,003         155,298       181,145       125,062
    Transfers Between Funds  .....................        415,670         268,572       175,593        37,277
    Contract Withdrawals  ........................        (1,593)               0      (35,693)             0
    Deferred Sales Charges  ......................              0               0             0             0
Increase (Decrease) in Net Assets Resulting       --------------- --------------- ------------- -------------
    From Capital Transactions  ...................        585,080         423,870       321,045       162,339
                                                  --------------- --------------- ------------- -------------
Total Increase (Decrease) in Net Assets  .........        599,706         427,585       336,704       165,684
Net Assets, at Beginning of Year  ................              0               0             0             0
                                                  --------------- --------------- ------------- -------------
Net Assets, at End of Year  ......................$       599,706 $       427,585 $     336,704 $     165,684
                                                  =============== =============== ============= =============
</TABLE>


            AIG LIFE INSURANCE COMPANY
                    (AIG LIFE)
                VARIABLE ACCOUNT I

        STATEMENT OF CHANGES IN NET ASSETS
   For the Period April 1 to December 31, 1996

<TABLE>
<CAPTION>



                                                        Alliance
                                                          Growth        Alliance
                                                               &          Growth      Alliance      Alliance
                                                          Income       Investors        Growth    Technology
                                                       Portfolio       Portfolio     Portfolio     Portfolio
<S>                                               <C>             <C>             <C>          <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$        20,196 $         (542) $     (1,687) $       (198)
    Realized Gain (Loss) on Investment Activity  .        (3,083)              20         1,649            11
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........         91,762           4,866       106,545       (3,406)
Increase (Decrease) in Net Assets Resulting       --------------- --------------- ------------- -------------
    From Operations  .............................        108,875           4,344       106,507       (3,593)
                                                  --------------- --------------- ------------- -------------
Capital Transactions:
    Contract Deposits  ...........................        572,119          63,126       688,597       134,570
    Transfers Between Funds  .....................        751,633         160,840       722,129        35,854
    Contract Withdrawals  ........................       (53,402)               0       (2,090)             0
    Deferred Sales Charges  ......................            (2)               0           (2)             0
Increase (Decrease) in Net Assets Resulting       --------------- --------------- ------------- -------------
    From Capital Transactions  ...................      1,270,348         223,966     1,408,634       170,424
                                                  --------------- --------------- ------------- -------------
Total Increase (Decrease) in Net Assets  .........      1,379,223         228,310     1,515,141       166,831
Net Assets, at Beginning of Year  ................              0               0             0             0
                                                  --------------- --------------- ------------- -------------
Net Assets, at End of Year  ......................$     1,379,223 $       228,310 $   1,515,141 $     166,831
                                                  =============== =============== ============= =============
</TABLE>


            AIG LIFE INSURANCE COMPANY
                    (AIG LIFE)
                VARIABLE ACCOUNT I

        STATEMENT OF CHANGES IN NET ASSETS
   For the Period April 1 to December 31, 1996

<TABLE>
<CAPTION>
                                                                                       Dreyfus       Van Eck
                                                                         Dreyfus          Zero        Gold &
                                                        Alliance           Stock        Coupon       Natural
                                                          Quasar           Index          2000     Resources
                                                       Portfolio       Portfolio     Portfolio     Portfolio
<S>                                               <C>             <C>             <C>          <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$         (113) $        20,687  $      2,899 $       (405)
    Realized Gain (Loss) on Investment Activity  .           (72)              86             4           (8)
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........            795          47,626         1,047         6,483
Increase (Decrease) in Net Assets Resulting       --------------- --------------- ------------- -------------
    From Operations  .............................            610          68,399         3,950         6,070
                                                  --------------- --------------- ------------- -------------
Capital Transactions:
    Contract Deposits  ...........................         13,225         604,826       102,235        57,057
    Transfers Between Funds  .....................         35,477         660,699        62,151        54,338
    Contract Withdrawals  ........................              0         (2,164)             0         (148)
    Deferred Sales Charges  ......................              0               0             0             0
Increase (Decrease) in Net Assets Resulting       --------------- --------------- ------------- -------------
    From Capital Transactions  ...................         48,702       1,263,361       164,386       111,247
                                                  --------------- --------------- ------------- -------------
Total Increase (Decrease) in Net Assets  .........         49,312       1,331,760       168,336       117,317
Net Assets, at Beginning of Year  ................              0               0             0             0
                                                  --------------- --------------- ------------- -------------
Net Assets, at End of Year  ......................$        49,312 $     1,331,760 $     168,336 $     117,317
                                                  =============== =============== ============= =============
</TABLE>

            AIG LIFE INSURANCE COMPANY
                    (AIG LIFE)
                VARIABLE ACCOUNT I

        STATEMENT OF CHANGES IN NET ASSETS
   For the Period April 1 to December 31, 1996


<TABLE>
<CAPTION>

                                                         Van Eck        Tomorrow      Tomorrow      Tomorrow
                                                       Worldwide           Short        Medium          Long
                                                        Balanced            Term          Term          Term
                                                       Portfolio       Portfolio     Portfolio     Portfolio
<S>                                               <C>             <C>             <C>          <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$         (452) $         (493)  $      3,125 $         881
    Realized Gain (Loss) on Investment Activity  .             21              27            13            48
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........          5,922           7,070         1,317         4,101
Increase (Decrease) in Net Assets Resulting       --------------- --------------- ------------- -------------
    From Operations  .............................          5,491           6,604         4,455         5,030
                                                  --------------- --------------- ------------- -------------
Capital Transactions:
    Contract Deposits  ...........................         29,229          77,645        26,701        47,116
    Transfers Between Funds  .....................         62,182          41,347        61,670       152,239
    Contract Withdrawals  ........................              0               0             0         (137)
    Deferred Sales Charges  ......................              0               0             0          (34)
Increase (Decrease) in Net Assets Resulting       --------------- --------------- ------------- -------------
    From Capital Transactions  ...................         91,411         118,992        88,371       199,184
                                                  --------------- --------------- ------------- -------------
Total Increase (Decrease) in Net Assets  .........         96,902         125,596        92,826       204,214
Net Assets, at Beginning of Year  ................              0               0             0             0
                                                  --------------- --------------- ------------- -------------
Net Assets, at End of Year  ......................$        96,902 $       125,596 $      92,826 $     204,214
                                          =============== =============== ============= =============
</TABLE>

                                See Notes to Financial Statements
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I

                          NOTES TO FINANCIAL STATEMENTS

1. History

Variable Account I (the "Account") is a separate  investment  account maintained
under the  provisions of Delaware  Insurance Law by AIG Life  Insurance  Company
(the "Company"),  a subsidiary of American International Group, Inc. The Account
operates as a unit investment trust registered under the Investment  Company Act
of 1940, as amended,  and supports the  operations  of the Company's  individual
single purchase payment deferred variable annuity contracts, individual flexible
premium deferred  variable annuity contracts and group flexible premium deferred
variable annuity  contracts (the  "contracts").The  Account invests in shares of
Alliance Variable Products Series Fund, Inc. ("Alliance Fund"), Dreyfus Variable
Investment Fund ("Dreyfus Fund"), Dreyfus Stock Index Fund, Fidelity Investments
Variable Insurance Products Fund ("Fidelity Trust"), Fidelity Variable Insurance
Products  Fund II  ("Fidelity  Trust II"),  Van Eck  Investment  Trust ("Van Eck
Trust") and Weiss, Peck & Greer ("Tomorrow  Funds").  The assets in the policies
may be invested in the following subaccounts:

Alliance Fund:                            Fidelity Trust:
      Growth & Income Portfolio                 Money Market Portfolio
      Conservative Investors Portfolio                High Income Portfolio
      Growth Portfolio                          Growth Portfolio
      Growth Investors Portfolio                Overseas Portfolio
      Quasar Portfolio
      Technology Portfolio

Dreyfus Fund:                             Fidelity Trust II:
      Zero Coupon 2000 Portfolio                Investment Grade Bond Portfolio
      Stock Index Portfolio                     Asset Manager Portfolio

Van Eck Trust:                            Weiss, Peck & Greer Tomorrow Funds:
      Gold & Natural Resources Portfolio        Tomorrow Long Term
      Worldwide Balanced Portfolio              Tomorrow Medium Term
                                          Tomorrow Short Term

The assets of the Account are the  property of the  Company.  The portion of the
Account's assets applicable to the contracts are not chargeable with liabilities
arising out of any other business conducted by the Company.

In addition to the  Account,  a contract  owner may also  allocate  funds to the
Guaranteed  Account,  which is part of the Company's  general  account.  Amounts
allocated  to the  Guaranteed  Account are credited  with a  guaranteed  rate of
interest  for  a  selected   period.   Because  of  exemptive  and  exclusionary
provisions,  interests in the Guaranteed  Account have not been registered under
the Securities Act of 1933, and the Guaranteed  Account has not been  registered
as an investment company under the Investment Company Act of 1940.
<PAGE>










                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I

                    NOTES TO FINANCIAL STATEMENTS (continued)

2. Summary of Significant Accounting Policies

The following is a summary of significant  accounting  policies  followed by the
Account in preparation of the financial  statements in conformity with generally
accepted accounting principles.

A. Investment Valuation - The investments in the respective funds and trusts are
stated at market  value which is the net asset  value of each of the  respective
series as  determined  at the close of business on the last  business day of the
period by the Fund.

B. Accounting for Investments - Investment  transactions  are accounted for on
the date the investments are  purchased or sold.  
Dividend  income is recorded onthe ex-dividend date.

C.  Federal  Income  Taxes - The  Company is taxed  under  federal law as a life
insurance company.  The Account is part of the Company's total operations and is
not taxed  separately.  Under  existing  federal  law,  no taxes are  payable on
investment income and realized capital gains of the Account.

D. The preparation of the accompanying  financial statements required management
to make estimates and assumptions  that affect the reported values of assets and
liabilities and the reported  amounts from  operations and policy  transactions.
Actual results could differ from those estimates.

3. Contract Charges

Daily  charges  for  mortality  and  expense  risks  assumed by the  Company are
assessed  through  the daily unit value  calculation  and are  equivalent  on an
annual basis to 1.25% of the value of the contracts.

Daily charges for  administrative  expenses are assessed  through the daily unit
value calculation and are equivalent on an annual basis to 0.15% of the value of
the contracts.  In addition, an annual  administrative  expense charge of $30 is
assessed against each contract on its anniversary date by surrendering units.

The contracts provide that in the event that a contract owner withdraws all or a
portion of the contract value within six years of a premium  payment,  they will
be assessed a deferred  sales  charge.  The deferred  sales charge is based on a
table of charges,  of which the maximum  charge is 6% of the contract  value for
single  premium  contracts  subject to a maximum of 8.5% of  premiums  and 6% of
premiums, paid for flexible premium contracts.

Certain  states impose  premium  taxes upon  contracts.  The Company  intends to
advance premium taxes due until the contract is surrendered or annuitized.




<PAGE>
            AIG LIFE INSURANCE COMPANY
                    (AIG LIFE)
                VARIABLE ACCOUNT I

        NOTES TO FINANCIAL STATEMENTS (continued)


4. Purchases of Investments

For the period ended April 1 to December 31, 1996, investment activity
in the Fund was as follows:

<TABLE>
<CAPTION>

                                                     Cost of      Proceeds
                                                    Purchases    From Sales
<S>                                               <C>          <C>
Shares of
Fidelity Trust Funds:
        Money Market Portfolio ................... $  7,370,819 $  3,407,332
        Asset Manager Portfolio ..................      600,819          532
        Growth Portfolio .........................    1,651,679       48,165
        High Income Portfolio.....................      588,327        4,768
        Investment Grade Bond Portfolio...........      423,058          269
        Overseas Portfolio........................      361,770       42,552
Alliance Funds:
        Conservative Investors Portfolio..........      162,112          270
        Growth & Income Portfolio ................    1,342,544       52,000
        Growth Investors Portfolio................      223,801          376
        Growth Portfolio..........................    1,428,720       21,773
        Technology Portfolio......................      170,428          203
        Quasar Portfolio..........................       59,597       11,008
Dreyfus:
        Stock Index Portfolio.....................    1,299,097       15,049
        Zero Coupon 2000 Portfolio................      167,953          668
Van Eck:
        Gold & Natural Resources Portfolio........      111,353          507
        Worldwide Balanced Portfolio..............       91,350          391
Weiss, Peck, & Greer:
        Tomorrow Short Term Portfolio.............      118,992          493
        Tomorrow Medium Term Portfolio............       91,972          477
        Tomorrow Long Term Portfolio..............      200,689          624
</TABLE>




AIG LIFE INSURANCE COMPANY
(AIG LIFE)
VARIABLE ACCOUNT I

NOTES TO FINANCIAL STATEMENTS (continued)




5.  Net Increase (Decrease) in Accumulation Units

For the period ended April 1 to December 31, 1996, transactions in accumulation
units of the account were as follows:
<TABLE>
<CAPTION>


                                                                                                                Fidelity           
                                                    Fidelity         Fidelity                      Fidelity     Investment
                                                       Money            Asset       Fidelity           High          Grade
                                                      Market          Manager         Growth         Income           Bond
                                                   Portfolio        Portfolio      Portfolio      Portfolio      Portfolio
                                                ------------    -------------    -----------    -----------    -----------
<S>                                          <C>             <C>              <C>           <C>            <C>
               VARIABLE ANNUITY
Units Purchased .............................     865,960.46        21,909.46      80,653.27      16,258.42      14,993.63
Units Withdrawn .............................     (2,560.51)         (141.69)     (3,416.67)       (149.35)           0.00
Units Transferred Between Funds .............   (478,161.38)        34,577.69      72,485.46      38,906.70      25,784.31
Units Transferred From (To) AIG Life ........           0.00             0.00           0.00           0.00           0.00
                                                ------------    -------------    -----------    -----------    -----------
Net Increase (Decrease) .....................     385,238.57        56,345.46     149,722.06      55,015.77      40,777.94
Units, at Beginning of the Year .............           0.00             0.00           0.00           0.00           0.00
                                                ------------    -------------    -----------    -----------    -----------
Units, at End of the Year ...................     385,238.57        56,345.46     149,722.06      55,015.77      40,777.94
                                                ============    =============    ===========    ===========    ===========

Unit Value at December 31, 1996 .............   $      10.29   $        11.12   $      10.92   $      10.90   $      10.49
                                                ============    =============    ===========    ===========    ===========

</TABLE>

<TABLE>
<CAPTION>

                                                                                    Alliance
                                                                     Alliance         Growth       Alliance
                                                    Fidelity     Conservative              &         Growth       Alliance
                                                    Overseas        Investors         Income      Investors         Growth
                                                   Portfolio        Portfolio      Portfolio      Portfolio      Portfolio
                                                ------------    -------------    -----------    -----------    -----------
<S>                                          <C>             <C>              <C>           <C>            <C>
Units Purchased .............................      17,639.41        12,149.66      52,421.63       6,107.64      60,392.36
Units Withdrawn .............................     (3,368.45)             0.00     (4,622.18)           0.00       (180.32)
Units Transferred Between Funds .............      16,998.81         3,556.28      68,543.29      15,100.74      63,602.83
Units Transferred From (To) AIG Life ........           0.00             0.00           0.00           0.00           0.00
                                                ------------    -------------    -----------    -----------    -----------
Net Increase (Decrease) .....................      31,269.77        15,705.94     116,342.75      21,208.38     123,814.87
Units, at Beginning of the Year .............           0.00             0.00           0.00           0.00           0.00
                                                ------------    -------------    -----------    -----------    -----------
Units, at End of the Year ...................      31,269.77        15,705.94     116,342.75      21,208.38     123,814.87
                                                ============    =============    ===========    ===========    ===========

Unit Value at December 31, 1996 .............          10.77   $        10.55   $      11.85   $      10.77   $      12.24
                                                ============    =============    ===========    ===========    ===========

</TABLE>

<PAGE>

AIG LIFE INSURANCE COMPANY
(AIG LIFE)
VARIABLE ACCOUNT I

NOTES TO FINANCIAL STATEMENTS (continued)




5.  Net Increase (Decrease) in Accumulation Units

For the period ended April 1 to December 31, 1996, transactions in accumulation
units of the account were as follows:


<TABLE>
<CAPTION>

                                                                                                    Dreyfus        Van Eck
                                                                                     Dreyfus          Zero         Gold &
                                                    Alliance         Alliance          Stock         Coupon        Natural
                                                  Technology           Quasar          Index           2000      Resources
                                                   Portfolio        Portfolio      Portfolio      Portfolio      Portfolio
                                                ------------    -------------    -----------    -----------    -----------
<S>                                          <C>             <C>              <C>           <C>            <C>
Units Purchased .............................      12,476.90         1,300.69      54,122.62      10,143.57       5,955.00
Units Withdrawn .............................           0.00             0.00       (190.58)           0.00        (14.93)
Units Transferred Between Funds .............       3,352.64         3,495.59      59,549.37       5,981.22       5,590.73
Units Transferred From (To) AIG Life ........           0.00             0.00           0.00           0.00           0.00
                                                ------------    -------------    -----------    -----------    -----------
Net Increase (Decrease) .....................      15,829.55         4,796.29     113,481.41      16,124.79      11,530.80
Units, at Beginning of the Year .............           0.00             0.00           0.00           0.00           0.00
                                                ------------    -------------    -----------    -----------    -----------
Units, at End of the Year ...................      15,829.55         4,796.29     113,481.41      16,124.79      11,530.80
                                                ============    =============    ===========    ===========    ===========

Unit Value at December 31, 1996 .............          10.54   $        10.28   $      11.74   $      10.44   $      10.17
                                                ============    =============    ===========    ===========    ===========

</TABLE>

<TABLE>
<CAPTION>

                                                     Van Eck         Tomorrow       Tomorrow       Tomorrow
                                                   Worldwide            Short         Medium           Long
                                                    Balanced             Term           Term           Term
                                                   Portfolio        Portfolio      Portfolio      Portfolio
                                                ------------    -------------    -----------    -----------
<S>                                          <C>             <C>              <C>           <C>
Units Purchased .............................       2,828.59         7,529.77       2,603.67       4,598.13
Units Withdrawn .............................           0.00             0.00           0.00        (16.20)
Units Transferred Between Funds .............       6,116.06         4,151.56       6,099.85      13,919.60
Units Transferred From (To) AIG Life ........           0.00             0.00           0.00           0.00
                                                ------------    -------------    -----------    -----------
Net Increase (Decrease) .....................       8,944.65        11,681.33       8,703.52      18,501.53
Units, at Beginning of the Year .............           0.00             0.00           0.00           0.00
                                                ------------    -------------    -----------    -----------
Units, at End of the Year ...................       8,944.65        11,681.33       8,703.52      18,501.53
                                                ============    =============    ===========    ===========

Unit Value at December 31, 1996 .............          10.83   $        10.75   $      10.67   $      11.04
                                                ============    =============    ===========    ===========
</TABLE>








  









                       




















<PAGE>
<PAGE>
                                     PART                               
                                      A                               
<PAGE>
                             


                                  PROSPECTUS



                                      for



                          VARIABLE ANNUITY CONTRACTS

                                   issued by

                              VARIABLE ACCOUNT I

                                      and

                          AIG LIFE INSURANCE COMPANY
                                One Alico Plaza
                                600 King Street
                          Wilmington, Delaware  19801


      This Prospectus sets forth the information a prospective investor ought to
know before investing.

      The Individual  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.

   
      Premiums  allocated  among  the  Subaccounts  of  Variable  Account I (the
"Variable  Account") will be invested in shares of  corresponding  portfolios as
selected by the Owner from the following  choices:  the  Conservative  Investors
Portfolio,  Growth Investors  Portfolio,  Growth Portfolio,  , Quasar Portfolio,
Technology  Portfolio,  or Growth and Income Portfolio of the ALLIANCE  VARIABLE
PRODUCTS SERIES FUND, INC.; the VIP High Income Portfolio, VIP Growth Portfolio,
VIP  Money  Market  Portfolio,  VIP  Overseas  Portfolio,  VIP  IIAsset  Manager
Portfolio or VIP II Investment Grade Bond Portfolio of the FIDELITY  INVESTMENTS
VARIABLE  INSURANCE  PRODUCTS  FUNDS;  the Zero Coupon  Portfolio of the DREYFUS
VARIABLE  INVESTMENT  FUND;  the Hard Assets  Portfolio  or  Worldwide  Balanced
Portfolio,  of the VAN ECK WORLDWIDE  INSURANCE  TRUST;  the DREYFUS STOCK INDEX
FUND; or the Short-Term Retirement Portfolio,  Medium-Term  Retirement Portfolio
or the Long-Term Retirement Portfolio of the TOMORROW FUNDS RETIREMENT TRUST.

      Additional  information  about the Contracts  and the Variable  Account is
contained in the "Statement of Additional  Information"  which is available upon
request at no charge by calling or writing AIG Life Insurance Company; Attention
Variable Products, One Alico Plaza, Wilmington,  Delaware 19801,  1-800-340-2765
or call the  service  office at  1-800-255-8402.  The  Statement  of  Additional
Information  dated  _________,  1997,  has been  filed with the  Securities  and
Exchange  Commission  and is  hereby  incorporated  by  reference.  The Table of
Contents for the Statement of Additional Information can be found on page ___ of
this Prospectus.
    


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.

   
      INVESTMENTS IN THESE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, AND ARE
NOT  GUARANTEED  OR  ENDORSED  BY, THE  ADVISER  OF ANY BANK OR BANK  AFFILIATE.
INVESTMENTS  ARE  NOT  FEDERALLY   INSURED  BY  THE  FEDERAL  DEPOSIT  INSURANCE
CORPORATION,  THE FEDERAL RESERVE BOARD, OR ANY OTHER  GOVERNMENTAL  AGENCY. ANY
INVESTMENT IN THE CONTRACT  INVOLVES  CERTAIN  INVESTMENT RISK WHICH MAY INCLUDE
THE POSSIBLE LOSS OF PRINCIPAL.
    

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

      THE  CONTRACTS  OFFERED  BY THIS  PROSPECTUS  ARE NOT  AVAILABLE  IN ALL
STATES.
                                    Date  of  Prospectus:  May 1, 1997



                                       2
<PAGE>






                                TABLE CONTENTS

<TABLE>
<CAPTION>

                                                                       PAGE
<S>                                                                   <C>

Definitions......................................................
Highlights.......................................................
Summary of Expenses..............................................
Condensed Financial Information..................................
The Company......................................................
The Variable Account.............................................
The Funds........................................................

The Contract

Charges and Deductions...........................................

Annuity Benefits.................................................

Death Benefit....................................................

Distributions Under the Contract.................................

Taxes............................................................

Appendix - General Account Option................................

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





                                       3
<PAGE>




                                  DEFINITIONS

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

Administrative  Office  - The  Annuity  Service  Office  of the  Company:  c/o
Delaware  Valley  Financial  Services,  Inc., 300 Berwyn Park,  P.O. Box 3031,
Berwyn, PA  19312-0031.

Annuitant - The person  designated by the Owner upon whose  continuation of life
any annuity payment involving life contingencies depends.

Annuity Date - The date on which annuity payments are to commence.

Annuity Option - An arrangement under which annuity payments are made under this
Contract.

Annuity Unit - An accounting unit of measure used to calculate  annuity payments
after the Annuity Date.

Contract Anniversary - An anniversary of the Effective Date of the Contract.

Contract  Value - The  dollar  value  as of any  Valuation  Date of all  amounts
accumulated under this Contract.

Contract Year - Each period of twelve (12) months  commencing with the Effective
Date.


Effective Date - The date on which the first Contract Year begins.

Guaranteed  Account - A part of our General  Account,  which earns a  Guaranteed
Rate of interest.


Owner - The person named in the Contract Schedule,  unless changed,  and who has
all rights under the Contract.

Premium - Purchase payments for the Contract are referred to as Premium.

Premium  Year - Any  period of twelve  (12)  months  commencing  with the date a
Premium  payment is made and ending on the same date in each  succeeding  twelve
(12) month period thereafter.

Surrender  Charge  -  Contingent  deferred  sales  charges  are  referred  to as
Surrender Charges.

Valuation  Date - Each day that We and the New York Stock  Exchange are open for
trading.

Valuation  Period - The period  between the close of  business on any  Valuation
Date and the close of business for the next succeeding Valuation Date.

We, Our, Us - AIG Life Insurance Company.

You, Your - The Owner of this Contract.




                                       4
<PAGE>




                                  HIGHLIGHTS

   
This Prospectus  describes the Contracts and a segregated  investment account of
AIG Life Insurance  Company (the  "Company")  which account has been  designated
Variable  Account I (the  "Variable  Account").  The  Contracts  are designed to
assist in financial  planning by providing for the  accumulation of capital on a
tax-deferred  basis for retirement and other long-term  purposes,  and providing
for the  payment  of monthly  annuity  income.  Contracts  may be  purchased  in
connection  with a  retirement  plan which may  qualify as 403 (b) Plan or as an
Individual  Retirement  Annuity ("IRA").  The Contract may also be purchased for
retirement plans,  deferred  compensation  plans and other purposes which do not
qualify  for  such  special   Federal   income  tax  treatment   ("Non-Qualified
Contracts"). (See "Taxes" on page ___.)

A Contract is purchased  with a minimum  initial  premium of $2,000.  Additional
premium is permitted at any time, subject to certain limitations.  (See "Premium
and  Allocation to Your  Investment  Options" on page ___.) You, as the Owner of
the  Contract,  may allocate your premium so that it  accumulates  on a variable
basis, a fixed basis or a combination of both.

Premium  allocated among the Subaccounts of the Variable Account will accumulate
on a  variable  basis  and  will be  invested  in  shares  of one or more of the
following underlying portfolios:  the Conservative  Investors Portfolio,  Growth
Investors Portfolio, Growth Portfolio,  Quasar Portfolio,  Technology Portfolio,
or Growth and Income  Portfolio of the ALLIANCE  VARIABLE  PRODUCTS SERIES FUND,
INC.  ("Alliance Funds");  the VIP High Income Portfolio,  VIP Growth Portfolio,
VIP  Money  Market  Portfolio,  VIP  Overseas  Portfolio,  VIP II Asset  Manager
Portfolio, or VIP II 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 Hard Assets
Portfolio or Worldwide Balanced  Portfolio,  of the VAN ECK WORLDWIDE  INSURANCE
TRUST ("Van Eck  Funds");  the  DREYFUS  STOCK  INDEX  FUND;  or the  Short-Term
Retirement  Portfolio,   Medium-Term   Retirement  Portfolio  or  the  Long-Term
Retirement  Portfolio of the TOMORROW FUNDS RETIREMENT TRUST ("Tomorrow Funds").
Your value in any one of these Subaccounts will vary according to the investment
performance  of the  underlying  portfolio  chosen by you.  You bear the  entire
investment risk for all premium allocated to the Separate Account.

The Company does not deduct Sales  Charges from any premium  received.  However,
the Contracts provide for a Surrender Charge (contingent  deferred sales charge)
that may be assessed in the event that an Owner  surrenders  all or a portion of
the Contract Value within seven contract years following payment of any premium.
The maximum Surrender Charge is 6% of premium to which the charge is applicable.
(See "Summary of Expenses" on page ____, and "Charges and Deductions - Deduction
for  Surrender  Charge"  on page  .)A  penalty  free  withdrawal  is  available.
Generally,  there is no Surrender  Charge imposed on the greater of the Contract
Value less premiums paid or the portion of the  withdrawal  that does not exceed
10% of premium otherwise subject to the Surrender Charge.  (See "Withdrawals" on
page ___.)
    

Surrenders  and  Withdrawals  may be taxable and subject to a penalty tax.  (See
"Taxes" beginning on page ___.)

The Company  deducts daily 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. There are no Mortality and Expense Risk Charges deducted for amounts in
the Guaranteed Account. (See "Charges and Deductions Deduction for Mortality and
Expense Risk Charge" on page .)

The Company deducts daily an  Administrative  Charge which is equal on an annual
basis to 0.15% of the average daily net asset value of the Variable Account. The
Administrative  Charge is not assessed to the Guaranteed  Account.  In addition,
the Company deducts, from the Contract Value, an annual Contract Maintenance Fee
which is $30 per year.  The Contract  Maintenance  Fee is waived if the Contract
Value is greater  than  $50,000 on the date of the  charge.  These  Charges  are
designed  to  reimburse  the  Company for  administrative  expenses  relating to
maintenance  of the  Contract  and  the  Variable  Account.  (See  "Charges  and
Deductions - Deduction for Administrative  Charge and Contract  Maintenance Fee"
on page .)

There are  deductions  and expenses  paid out of the assets of each of the Funds
which are described in the accompanying Prospectuses for the Funds.

The Owner may return the  Contract  within ten (10) days (the  "Right to Examine
Contract  Period")  after  it is  received  by  returning  it to  the  Company's
Administrative Office. 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.  In the case of Contracts  issued in
connection  with an IRA the Company  will refund the greater of the Premium less
any withdrawals,  or the Contract Value. However, if the laws of a state require
that the Company refund,  during the Right to Examine Contract Period, an amount
equal to the premium paid less any withdrawals,  the Company will refund such an
amount.



                                       5
<PAGE>


                                   FEE TABLE

Contract Owner Transaction Expenses
                                                              All Subaccounts

 Sales Load Imposed on Purchases.....................................None

      Surrender Charge (as a percentage of amount surrendered):


                     Premium Year 1                              6%
                     Premium Year 2                              6%
                     Premium Year 3                              5%
                     Premium Year 4                              5%
                     Premium Year 5                              4%
                     Premium Year 6                              3%
                     Premium Year 7                              2%
                     Premium Year 8 
                     and thereafter                              None

    Exchange Fee:
First 12 Per Contract Year                                       None
Thereafter                                                       $ 10

Annual Contract Fee    ..........................................$ 30

Separate Account Expenses
(as a percentage of average account value)
    Mortality and Expense Risk Fees..............................1.25%
    Account Fees and Expenses....................................0.15%
Total Separate Account Annual Expenses...........................1.40%





                                       6
<PAGE>
   

Annual Fund Expenses After Expense Reimbursements*
<TABLE>
<CAPTION>
                                                Total
                                    Management  Other       Portfolio
Portfolio                           Fee         Expenses    Expenses
<S>                                 <C>        <C>          <C>   

Alliance Conservative Investors     0.30%       0.65%       0.95(1)
Alliance Growth Investors           0.00%       0.95%       0.95%(1)
Alliance Growth                     0.74%       0.19%       0.93%(1)
Alliance Growth and Income          0.63%       0.19%       0.82%(1)
+Alliance Quasar                    0.00%       0.95%       0.95%(1)
+Alliance Technology                0.33%       0.62%       0.95%(1)
Fidelity VIP High Income            0.59%       0.12%       0.71%(4)
Fidelity VIP Growth                 0.61%       0.08%       0.69%(4)
Fidelity VIP Money Market           0.21%       0.09%       0.30%(4)
Fidelity VIP Overseas               0.76%       0.17%       0.93%(4)
Fidelity VIP II Asset Manager       0.64%       0.10%       0.74%(4)
Fidelity VIP II
Investment Grade Bond               0.45%       0.13%       0.58%(4)
+Van Eck Worldwide  Hard Assets     1.00%       0.23%       1.23%(5)
Van Eck Worldwide Balanced          0.00%       0.00%       0.00%(5)
Dreyfus Zero Coupon 2000            0.45%       0.21%       0.66%(3)
Dreyfus Stock Index                 0.245%      0.055%      0.30%(3)
Tomorrow Short-Term Retirement      0.00%       1.50%       1.50%(2)
Tomorrow Medium-Term Retirement     0.00%       1.50%       1.50%(2)
Tomorrow Long-Term Retirement       0.00%       1.50%       1.50%(2)

      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 Funds. 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 each
Fund's Prospectus for further information.)

      No  deduction  will be made for any premium or other  taxes  levied by any
State  unless  imposed by the State where you reside.  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 s outoutlined
under  the  section  discussing  the  management  of the  Funds  in each  Fund's
Prospectus attached.
<FN>

      *"Other  Expenses" are based upon the expenses  outlined under the section
discussing the management of the Fund in each Fund's attached Prospectus.


+The  Operating  Expenses for the Quasar,  Technology  and Worldwide Hard Assets
Portfolio set forth above have been  annualized  for those  portfolios  have not
been in effect for a full year.

++ As of May 1, 1997 the Van Eck Gold and Natural  Resources  Portfolio  will no
longer be offered.  The Van Eck Gold and Natural  Resources  Portfolio  has been
replaced by with the Van Eck Worldwide  Hard Assets Fund for which expenses have
been described above.

*Operating  Expenses for the following  Portfolios  before  reimbursement by the
relevant  Fund's  investment  advisor,  for the period ending December 31, 1996,
were as follows:

(1) Alliance Variable Product Series Funds:  1.40% for Conservative  Investors;
1.85%for Growth Investors;  0.93%for Growth;  4.44% for Quasar;  and 1.62% for
Technology, of average daily net assets;

(2) Tomorrow  Retirement  Funds- 19.10% for the Short-Term  Retirement,  20.86%
for the Medium Term  Retirement  and 40.49% for the Long-Term  Retirement,  of
average daily net assets;

(3)  Regarding  the Dreyfus  Fund,  the expenses set forth above are the actual
total expenses without any expense reimbusement;

(4) With  respect to the  Fidelity  VIP and VIP II funds, the expenses set forth
above are actual total expenses.  However a portion of the brokerage commission
that certain funds pay was used to reduce fund  expenses.  In addition,  certain
funds have entered into  arrangements  with their  custodian and transfer  agent
whereby interest earned on univested cash balances was used to reduce custodian
and transfer agent  expenses.  Including  these reductions,  the total operating
expenses  presented in the table would have been .67% for the Growth  Portfolio,
 .92% for the Overseas Portfolio, and .73% for the Asset Manager Portfolio;

(5) The Van Eck Funds: 2.49% for the Worldwide  Balance  Fund and 1.24% for the
Worldwide Hard Assets Fund. The fee respecting In addition Van Eck has disclosed
that with respect to the Hard Assets Fund,  the Fund directs  certain  portfolio
trades  to a  broker  that,  in turn  pays a  portion  of the  Fund's  operating
expenses.  For the year  ended  December  31,  1996,  the Fund's  expenses  were
reduced by $7,290  under this  arrangement.  The Fund could have  invested  the
assets used in connection with the directed  brokerage  arrangement in an income
producing asset if it had not entered in to such an arrangement.
</FN>
</TABLE>
    


                                       7
<PAGE>
   


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

<TABLE>
<CAPTION>


                                            If     you   surrender
Portfolio                                   1 Year     3 Years    5 Years  10 Years
- ---------                                   ------     -------    -------  --------
<S>                                         <C>       <C>       <C>     <C>    

Alliance Conservative Investors               78         120      165       275
Alliance Growth Investors                     78         120      165       275
Alliance Growth                               78         120      164       273
Alliance Growth and Income                    77         116      158       262
Alliance Quasar                               78         120      165       275
Alliance Technology                           78         120      165       275
Fidelity VIP High Income                      76         113      152       250
Fidelity VIP Growth                           76         112      152       248
Fidelity VIP Money Market                     72         100      151       207
Fidelity VIP Overseas                         78         119      183       272
Fidelity VIP II Asset Manager                 76         114      154       253
Fidelity VIP II Investment Grade Bond         75         109      146       237
Dreyfus Zero Coupon                           76         111      150       145
Van Eck Hard Assets                           81         129      178       302
Van Eck Worldwide Balanced                    69         91       116       175
Dreyfus Stock Index                           72         100      131       207
Tomorrow Short-Term Retirement                84         137      192       328
Tomorrow Medium-Term Retiremenet              84         137      192       328
Tomorrow Long-Term Retirement                 84         137      192       328

</TABLE>
    


                                       8
<PAGE>
<TABLE>
<CAPTION>
   



                                            If you annuitize or
                                            if you do not surrender
Portfolio                            1 Year      3 Years  5 Years  10 Years

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

Alliance Conservative Investors       24           75      129      275
Alliance Growth Investors             24           75      129      275
Alliance Growth                       24           75      128      273
Alliance Growth and Income            23           71      122      262
Alliance Quasar                       24           75      129      275
Alliace Technology                    24           75      129      275
Fidelity VIP High Income              22           68      116      250
Fidelity VIP Growth                   22           67      115      248
Fidelity VIP Money Market             18           55       95      207
Fidelity VIP Overseas                 24           74      127      272
Fidelity VIP II Asset Manager         22           69      118      253
Fidelity VIP II Investment Grade Bond 21           64      110      237
Dreyfus Zero Coupon                   22           66      114      245
Dreyfus Stock Index                   18           55       95      207
Van Eck Hard Assets                   27           84      142      302
Van Eck Worldwide Balanced            15           46       80      175
Tomorrow Short-Term Retirement        30           92      158      328    
Tomorrow Medium-Term Retirement      30            92      158      328
Tomorrow Long-Term Retirement        30            92      158      328
</TABLE>
    



      THE EXAMPLE  SHOULD NOT BE CONSIDERED A  REPRESENTATION  OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.


                                       9
<PAGE>






           CONDENSED FINANCIAL INFORMATION

               ACCUMULATION UNIT VALUES
   

<TABLE>
<CAPTION>




                                                    1996

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


Alliance Conservative Investors
     Accumulation Unit Value
      Beginning of Period                           10.00
      End of Period                                 10.55
     Accum Units o/s @ end of period            15,705.94

Alliance Growth & Income                         
     Accumulation Unit Value                  
      Beginning of Period                           10.00
      End of Period                                 11.85
     Accum Units o/s @ end of period           116,342.75
Alliance Growth Investor
     Accumulation Unit Value
      Beginning of Period                           10.00
      End of Period                                 10.77
     Accum Units o/s @ end of period            21,208.38

Alliance  Growth
     Accumulation Unit Value
      Beginning of Period                           10.00
      End of Period                                 12.24
     Accum Units o/s @ end of period           123,814.87
Alliance Technology
     Accumulation Unit Value
      Beginning of Period                          10.00
      End of Period                                10.54
     Accum Units o/s @ end of period           15,829.55
Alliance Quasar
     Accumulation Unit Value
      Beginning of Period                          10.00
      End of Period                                10.28
     Accum Units o/s @ end of period            4,796.29
Fidelity VIP Money Market
     Accumulation Unit Value
      Beginning of Period                          10.00
      End of Period                                10.29
     Accum Units o/s @ end of period          385,238.57
Fidelity VIP II  Asset Manager
     Accumulation Unit Value
      Beginning of Period                         10.00
      End of Period                               11.12
     Accum Units o/s @ end of period          56,345.46
</TABLE>
    


                                       10
<PAGE>

           CONDENSED FINANCIAL INFORMATION

               ACCUMULATION UNIT VALUES
   

<TABLE>
<CAPTION>


                                           1996

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

Fidelity VIP Growth
     Accumulation Unit Value
      Beginning of Period                     10.00
      End of Period                           10.92
     Accum Units o/s @ end of period     149,722.06
Fidelity VIP High Income
     Accumulation Unit Value
      Beginning of Period                     10.00
      End of Period                           10.90
     Accum Units o/s @ end of period      55,015.77
Fidelity VIP II  Inv. Grade Bond
     Accumulation Unit Value
      Beginning of Period                    10.00
      End of Period                          10.49
     Accum Units o/s @ end of  period    40,777.94
Fidelity VIP Overseas
     Accumulation Unit Value
      Beginning of Period                   10.00
      End of Period                         10.77
     Accum Units o/s @ end of period    31,269.77
Van Eck Gold and Natural Resources
     Accumulation Unit Value
      Beginning of Period                  10.00
      End of Period                        10.17
     Accum Units o/s @ end of period   11,530.80
Van Eck World Wide Balance
     Accumulation Unit Value
      Beginning of Period                   10.00
      End of Period                         10.83
     Accum Units o/s @ end of  period    8,944.65
Dreyfus Stock Index
     Accumulation Unit Value
      Beginning of Period                    10.00
      End of Period                          11.74
     Accum Units o/s @ end of period    113,481.41
Dreyfus Zero Coupon 2000
     Accumulation Unit Value
      Beginning of Period                    10.00
      End of Period                          10.44
     Accum Units o/s @ end of period     16,124.79
</TABLE>
    


                                       11
<PAGE>

           CONDENSED FINANCIAL INFORMATION

               ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>

                                           1996

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

Tomorrow Short-Term
     Accumulation Unit Value
      Beginning of Period                    10.00
      End of Period                          10.75
     Accum Units o/s @ end of period     11,681.33
Tomorrow Medium-Term
     Accumulation Unit Value
      Beginning of Period                    10.00
      End of Period                          10.67
     Accum Units o/s @ end of period      8,703.52
Tomorrow Long-Term
     Accumulation Unit Value
      Beginning of Period                    10.00
      End of Period                          11.04
     Accum Units o/s @ end of period     18,501.53

* As of May 1,  1997 the Van Eck Gold  and  Natural  Resources
Fund will no longer be available. The portfolio has been replaced by the Van Eck
Worldwide  Hard Assets  Fund,  whose  investment  objective  is described in the
section entitled "the Funds" of this Prospectus.

</TABLE>



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

      Alliance  Growth and Income         January 14, 1991     
      Alliance  Growth  Investors         October 28, 1994     
      Alliance Growth                     September 15, 1994   
      Alliance  Conservative  Inv.        October   28,  1994  
      Alliance  Quasar                    August  15,1996      
      Alliance  Technology                January  22,1996     
      Fidelity  High  Income              September  19,  1985 
      Fidelity  Growth                    October  9, 1986     
      Fidelity  Money  Market             April 1, 1982        
      Fidelity  Overseas                  January 28, 1987     
      Fidelity  Asset Manager             September 9, 1989    
      Fidelity  Investment                                     
      Grade  Bond                         December 5, 1988     
      Dreyfus Zero Coupon 2000            September  29,  1989 
      Dreyfus  Stock  Index               August 31, 1990      
      Van Eck Gold and Natural Res.       September 1, 1989    
      Van Eck Worldwide Balance           December  23, 1994   
      Tomorrow Short-Term  Retirement     April 1, 1996        
      Tomorrow Medium-Term  Retirement    April 1, 1996        
      Tomorrow Long-Term Retirement       April 1, 1996       
        
                                     12
<PAGE>




Calculation of Performance Data

      The Company may, from time to time,  advertise certain performance related
information concerning one or more of the Subaccounts,  including information as
to total return and yield.  Performance  information about a Subaccount is based
on the  Subaccount'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
Subaccount,  it will usually be calculated  for one,  five, and ten year periods
or, where a Subaccount 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 Subaccount at the beginning of the
relevant  period  to the  value  of the  investment  at  the  end of the  period
(assuming the  deduction of any  Surrender  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
Surrender Charge.

                                       13
<PAGE>

      When  the  Company  advertises  the  yield  of a  Subaccount  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 Subaccount
it may  advertise  in  addition  to the  total  return  either  the yield or the
effective yield. The yield of the Money Market  Subaccount  refers to the income
generated by an  investment  in that  Subaccount  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  Subaccount is assumed to be  reinvested.  The effective  yield
will be slightly higher than the yield because of the compounding effect of this
assumed reinvestment 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 Subaccount
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 Lehman
Brothers,  Inc. and Salomon Brothers or other indices measuring performance of a
pertinent  group of  securities  so that  investors  may compare a  Subaccount'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 and the Variable Account may be found
in the Statement of Additional Information.


                                       14
<PAGE>

                                  THE COMPANY

      The Company is a stock life insurance company  domiciled in Delaware.  The
Company  provides a full range of life insurance and annuity plans.  The Company
is a subsidiary of American  International Group, Inc. ("AIG"),  which serves as
the  holding  company  for a number of  companies  engaged in the  international
insurance  business,  both life and general,  in approximately 130 countries and
jurisdictions around the world.


                             THE VARIABLE ACCOUNT

      The Company  authorized the  organization of the Variable Account in 1986.
The  Variable  Account is  maintained  pursuant to Delaware  insurance  law. 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 Variable  Account meets the definition of a
"Separate Account" under Federal securities laws. The SEC does not supervise the
management or the investment practices of the Variable Account.

      The Company owns the assets in the Variable Account and obligations  under
the Contract are general  corporate  obligations.  The Variable Account and each
Subaccount,  however,  are separate  from the Company's  other assets  including
those of the General Account and from any other separate accounts. 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.  Investment  income,  as well as
both  realized  and  unrealized  gains and losses  are, in  accordance  with the
Contracts, credited to or charged against the Variable Account without regard to
income,  gains or losses arising out of any other business of the Company.  As a
result,  the investment  performance of each Subaccount and the Variable Account
is entirely independent of the investment performance of the General Account and
of any other separate account maintained by the Company.

      The Variable Account is divided into Subaccounts,  with the assets of each
Subaccount  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. If deemed to be in the best interests of persons having voting rights
under the Contract, the Variable Account may be operated as a management company
under the Investment  Company Act of 1940, may be deregistered under such Act in
the event such  registration is no longer required,  or may be combined with one
or more other separate  accounts.  The Company may offer other variable  annuity
contracts  which also invest in Variable  Account I, and are  described in other
prospectuses.


                                       15
<PAGE>

                                   THE FUNDS

      Alliance Funds,  Fidelity Funds, Dreyfus Funds, Van Eck Funds and Tomorrow
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
management  investment company. A summary of the investment  objectives for each
portfolio is  contained in the  description  of the Funds below.  More  detailed
information,  including  the advisory fee of each  portfolio  and other  charges
assessed  by each Fund,  may be found in the  relevant  Fund  prospectus,  which
contains a  discussion  of the risks  involved in  investing  in such Fund.  The
prospectuses  for each Fund are included with this  Prospectus.  The  investment
objectives of the portfolios are as follows:

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.

   
Technology Portfolio

This Portfolio seeks growth of capital through  investment in companies expected
to benefit from advances in technology.  This Portfolio  invests  principally in
diversified  portfolio of securities of companies which use technogy extensively
in the development of new or improved products or processes

Quasar Portfolio
This  portfolio  seeks  growth of  capital  by  pursuing  aggressiveinvestment
policies.  The Portfolio  invests  principally  in a diversified  portfolio of
equity  securities of any company and industry and in any type of security which
is believed to offer possibilities for capital appreciation.
    


      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  Fund
prospectus  which contains a discussion of the risks involved in investing.  The
Alliance Fund prospectus is included with this Prospectus.

                                       16
<PAGE>

DREYFUS VARIABLE INVESTMENT FUND

Zero Coupon 2000 Portfolio

      This  portfolio  seeks  to  provide  as high an  investment  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.  The Dreyfus
Corporation serves as this portfolio's investment adviser.





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.  Wells Fargo Nikko Investment Advisers ("WFNIA")
serves as the index fund manager of the Dreyfus Stock Index Fund.

FIDELITY INVESTMENT VARIABLE INSURANCE PRODUCTS FUNDS

   
VIP Growth Portfolio
    

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

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

   
VIP Overseas Portfolio
    

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

   
VIP 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 portfolio will
invest only in high quality U.S.  dollar-denominated  money market securities of
domestic and foreign issuers. An investment in the VIP Money Market Portfolio is
neither  insured  nor  guaranteed  by the U.S.  government,  and there can be no
assurance that the portfolio will maintain a stable $1.00 share price.

VIP II 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.

   
VIP II 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 VIP Money Market Portfolio.  On
behalf  of the  VIP  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 VIP II 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  Fidelity  Funds,
included with this Prospectus.
    

                                       17
<PAGE>

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.

   
Worldwide Hard Assets Fund


       This Portfolio seeks long-term capital  appreciation by investing in
      equity and debt securities of companies engaged to a significant extent in
      the exploration, development,  production,and distribution of (1) precious
      metals;  (2) ferrous and  non-ferrous  metals;(3)  oil and gas; (4) forest
      products; (5) real estate; and (6) other basic non-agricultual commodities
      (collectively, " Hard Assets"). 
    
      * As of May 1, 1997 the Van Eck Gold and Natural Resources Portfolio 
      is no longer being offered. The Portfolio will be replaced by the Van Eck
      Worldwide Hard Assets Fund described above.
    

      Van Eck Associates  Corporation  is the investment  advisor and manager of
Van Eck Funds.  Van Eck  Associates  Corporation  has entered into  sub-advisory
agreements to provide  investment  advice for certain  portfolios of the Van Eck
Funds.  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 relevant Fund prospectus included with this Prospectus.

TOMORROW FUNDS RETIREMENT TRUST

Short-Term Retirement Fund

      This portfolio seeks to satisfy the retirement  goals of investors who are
currently  between  51 and 65 years of age and with an  average  remaining  life
expectancy in the range of 20-30 years.

Medium-Term Retirement Fund

      This portfolio seeks to satisfy the retirement  goals of investors who are
currently  between  36 and 50 years of age and with an  average  remaining  life
expectancy in the range of 35-50 years.

Long-Term Retirement Fund

      This portfolio seeks to satisfy the retirement  goals of investors who are
currently  between  22 and 35 years of age and with an  average  remaining  life
expectancy in the range of 50 years or more.

      Each Tomorrow Funds portfolio  invests its assets,  in varying amonts,  in
equity and fixed-income  securities of all types. The amount of assets allocated
to equity  securities is currently  invested,  in varying  amounts,  among large
capitalization stocks, medium capitalization stocks, small capitalization stocks
and,  indirectly  through  other  investment   companies,   foreign  securities.
Typically,  the longer  the  average  life  expectancy  of the  target  class of
investors in a Tomorrow Funds portfolio, the greater the allocation of assets of
that portfolio to securities with higher growth potential and,  correspondingly,
more risk,  such as small  capitalization  stocks.  Conversely,  the shorter the
average life  expectancy  of the target  class of investors in a Tomorrow  Funds
portfolio,  the greater the emphasis on current income and capital  preservation
of assets and, therefore, the greater the allocation of assets of that portfolio
to fixed-income  securities.  Each Tomorrow Funds portfolio will be managed more
conservatively as the average age of its target class of investors increases.

      Weiss,  Peck & Greer,  L.L.C.  is the investment  adviser for the Tomorrow
Funds  portfolios.  Tomorrow  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 Tomorrow  Funds,  are
contained  in the  prospectuses  of  the  Tomorrow  Funds,  included  with  this
Prospectus.

THERE IS NO  ASSURANCE  THAT ANY OF THE  PORTFOLIOS  WILL  ACHIEVE  THEIR STATED
OBJECTIVES.

                                       18
<PAGE>

Voting Rights

      As previously  stated,  all of the assets held in the  Subaccounts  of the
Variable Account will be invested in shares of a corresponding  portfolio of the
relevant Fund.  Based on the Company's view of present  applicable  law, we will
vote  the  portfolio  shares  held  in  the  Variable  Account  at  meetings  of
shareholders  in  accordance  with  instructions  received  from Owners having a
voting  interest in the portfolio.  However,  if the 1940 Act or its regulations
are  amended,  or if our  interpretation  of present law changes to permit us to
vote the portfolio shares in our own right, we may elect to do so.

      Prior to the  Annuity  Date,  the Owner  holds a voting  interest  in each
portfolio in which there is value in the corresponding Subaccount. The number of
portfolio  shares which are  attributable to the Owner is determined by dividing
the corresponding value in a particular Subaccount by the net asset value of one
portfolio  share.  The number of votes  which an Owner will have a right to cast
will be determined as of the record date established by each portfolio.

      We will  solicit  voting  instructions  by mail  prior to the  shareholder
meetings.  An Owner having a voting  interest in a Subaccount will be sent proxy
material, reports and other materials as provided by the relevant Fund, relating
to the appropriate  portfolios.  The Company will vote shares in accordance with
instructions  received from the Owner having a voting interest.  At the meeting,
the Company will vote shares for which it has received no  instructions  and any
shares not  attributable to Owners in the same proportion as it votes shares for
which it has received instructions from Owners.

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

      Shares of the Funds may be sold to  separate  accounts  of life  insurance
companies.  The shares of the Funds  will be sold to  separate  accounts  of the
Company and its affiliate,  American International Life Assurance Company of New
York, as well as to separate  accounts of other affiliated or unaffiliated  life
insurance  companies  to fund  variable  annuity  contracts  and  variable  life
insurance  policies.   It  is  conceivable  that,  in  the  future,  it  may  be
disadvantageous  for  variable  life  insurance  separate  accounts and variable
annuity  separate  accounts  to  invest in the  Funds  simultaneously.  Although
neither  the  Company nor the Funds  currently  foresee any such  disadvantages,
either to variable life insurance  policyowners  or to variable  annuity Owners,
each Fund's  Board of  Directors  will  monitor  events in order to identify any
material irreconcilable conflicts which may possibly arise and to determine what
action,   if  any,  should  be  taken  in  response   thereto.   If  a  material
irreconcilable  conflict were to occur,  each Fund will take  whatever  steps it
deems  necessary,  at its  expense,  to remedy or eliminate  the  irreconcilable
material  conflict.  If such a  conflict  were to occur,  one or more  insurance
company  separate  accounts  might withdraw its  investments in such Fund.  This
might force such Fund to sell securities at disadvantageous prices.

Substitution of Shares

      If the shares of a Fund (or any portfolio  within a Fund) should no longer
be available for  investment  by the Variable  Account or if, in the judgment of
the Company,  further  investment in such shares should become  inappropriate in
view of the  purpose of the  Contracts,  the Company  may  substitute  shares of
another  mutual  fund (or  portfolio  within the fund) for Fund  shares  already
purchased or to be purchased in the future under the Contracts.  No substitution
of  securities  may take  place  without  any  required  prior  approval  of the
Securities and Exchange Commission and under such requirements as it may impose.


                                       19
<PAGE>

                                 THE CONTRACT

      The Contract described in this Prospectus is a deferred variable annuity.

Parties to the Contract

      Owner

         As the  purchaser  of the  Contract,  You may  exercise  all rights and
privileges  provided in the Contract,  subject to any rights that You, as Owner,
may  convey  to an  irrevocable  beneficiary.  As  Owner,  You will  also be the
Annuitant, unless You name in writing some other person as Annuitant.

      Annuitant

         The Annuitant is the person who receives  annuity payments and upon the
continuance  of whose life these payments are based.  You may designate  someone
other than  yourself as  Annuitant.  If the Annuitant is a person other than the
Owner,  and the  Annuitant  dies  before the Annuity  Date,  You will become the
Annuitant unless you designate someone else as the new Annuitant.

      Beneficiary

         The  Beneficiary  You designate  will receive the death proceeds if You
die prior to the Annuity Date.  If no  Beneficiary  is living at that time,  the
death  proceeds  are payable to Your  estate.  If the  Annuitant  dies after the
Annuity Date, the  Beneficiary  will receive any remaining  guaranteed  payments
under an Annuity Option. If no Beneficiary is living at that time, the remaining
guaranteed payments are payable to Your estate.

      Change of Annuitant and Beneficiary

   
         Prior to the Annuity Date, You may change the Annuitant and Beneficiary
by making a written request to Our Administrative Office. After the Annuity Date
only a change of  Beneficiary  may be made.  Once We have  accepted Your written
request,  any change will become  effective on the date You signed it.  However,
any change will be subject to any payment or other  action taken by Us before We
record the change.  If the Owner is not a natural person,  under current Federal
tax law, the Contract may be subject to unintended and adverse tax consequences.
For possible tax considerations of these changes, seeTaxes, page .
    

How to Purchase a Contract

      At the time of  application,  the Purchaser  must pay at least the minimum
Premium  required  and provide  instructions  regarding  the  allocation  of the
Premium among the Subaccounts. Acceptance of the Premium and form of application
is subject to Our  requirements  and We reserve the right to reject any Premium.
If the  application  and Premium are accepted in the form received,  the Premium
will be credited and  allocated to the  Subaccounts  within two business days of
its receipt.  The date the Premium is credited to the Contract is the  Effective
Date.

      If within  five days of the  receipt  of the  initial  Premium We have not
received sufficient information to issue a Contract, You will be contacted.  The
reason for the delay will be explained to You. If You consent We will retain the
Premium until the necessary requirements are fulfilled.  Otherwise,  the Premium
will be immediately refunded to You.

Discount Purchase Programs

   
      Purchases made by officers, directors and employees of either the Company,
an affiliate of the Company or any individual, firm or company that has executed
the  necessary  agreements  to sell the  Contracts  and members of each of their
immediate  families may not be subject to the Surrender  Charge.  Such purchases
include  retirement  accounts  and  must  be for  accounts  in the  name  of the
individual or qualifying family member.
    

                                       20
<PAGE>

Distributor

   
      AIG Equity Sales Corp. ("AESC"),  80 Pine Street, New York, New York, acts
as the distributor of the Contracts.  AESC is a wholly-owned  subsidiary of AIG,
and an affiliate of the  Company.  Commissions  not to exceed 6 1/2% of Premiums
will be paid to entities  which sell the  Contract.  Additional  payments may be
made for  other  services  not  directly  related  to the sale of the  Contract,
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
to be 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.

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 Owner's  records.  DVFS serves as the  administrator  to various
insurance companies offering variable contracts.

Premium and Allocation to Your Investment Options

   
     The  initial  Premium  must be at  least  $2,000.You  may  make  additional
payments of Premium  prior to the Annuity  Date, in amounts of at least $1000 or
$100 as part of an automatic  investment  plan. There is no maximum limit on the
additional  Premiums  You may pay or on the numbers of  payments;  however,  the
Company reserves the right to reject any Premium on any Contract. You specify at
the time of issue or subsequently how the remaining amount,  known as Additional
Premium will be allocated.

      The initial  Premium is allocated  among the  Subaccounts  and  Guaranteed
Account  Your  allocation  instructions  will specify  what  percentage  of Your
initial  Premium is to be  credited  to each  Subaccount  and to the  Guaranteed
Account.  Allocation  instructions  must  be  expressed  in  whole  percentages.
Allocations for additional Premium will be made on the same basis as the initial
Premium  unless We receive a written  notice with new  instructions.  Additional
Premium will be credited to the Contract Value and allocated at the close of the
first Valuation Date on or after which the Additional Premium is received at Our
Administrative Office.

      ALL  PREMIUMS  TO IRA OR 403 (B)  PLAN  CONTRACTS  MUST  COMPLY  WITH  THE
APPLICABLE  PROVISIONS  IN THE  CODE  AND  THE  APPLICABLE  PROVISIONS  OF  YOUR
RETIREMENT  PLAN.  ADDITIONAL  PREMIUM  COMMINGLED  IN AN IRA  WITH  A  ROLLOVER
CONTRIBUTION   FROM  OTHER  RETIREMENT  PLANS  MAY  RESULT  IN  UNFAVORABLE  TAX
CONSEQUENCES.  YOU  SHOULD  SEEK LEGAL  COUNSEL  AND TAX  ADVICE  REGARDING  THE
SUITABILITY OF THE CONTRACT FOR YOUR SITUATION. (SEE "TAXES " ON PAGE .)
    

                                       21
<PAGE>

Right to Examine Contract Period

      The Contract provides a 10 day Right to Examine Contract Period giving You
the  opportunity  to cancel the  Contract.  You must  return the  Contract  with
written  notice to Us. If We receive the Contract and Your written notice within
10 days after it is  received  by You,  the  Contract  will be voided.  With the
exception of Contracts  issued in connection  with an IRA, in those states whose
laws do not  require  that We assume the risk of market loss during the Right to
Examine Contract Period,  should You decide to cancel Your Contract,  the amount
to be  returned  to You will be the  Contract  Value (on the day We receive  the
Contract) plus any charges deducted for State Taxes,  without  imposition of the
Surrender  Charge.  The  amount  returned  to you may be more or less  than  the
initial  Premium.  (See "Charges and Deductions" on page .) For Contracts issued
in those states that  require we return the premium,  we will do so. In the case
of  Contracts  issued in  connection  with an IRA,  the Company  will refund the
greater of the Premium, less any withdrawals, or the Contract Value.

      State laws governing the duration of the Right to Examine  Contract Period
may vary from state to state. We will comply with the laws of the state in which
the  Owner  resides  at the time the  Contract  is  applied  for.  Federal  laws
governing  IRAs require a minimum seven day right of  revocation.  We provide 10
days from the date the Contract was mailed or otherwise  delivered to you.  (See
"Individual Retirement Annuities" on page .)

Unit Value and Contract Value

      After the  deduction of certain  charges and  expenses,  amounts which You
allocate  to  a  Subaccount  of  the  Variable  Account  are  used  to  purchase
Accumulation Units in that Subaccount, not shares of the Portfolio in which that
Subaccount  invests.  The  number of  Accumulation  Units you  purchase  will be
determined by dividing the amount allocated to each Subaccount by the Unit Value
of the  Subaccount  for  the  Valuation  Period  during  which  the  amount  was
allocated.

      The Unit Value for each Subaccount will vary from one Valuation  Period to
the next,  based on the  investment  experience  of the  Portfolio  in which the
Subaccount  invests  and the  deduction  of certain  charges and  expenses.  The
Statement  of  Additional  Information  contains a detailed  explanation  of how
Accumulation Units are valued.

      Your value in any given  Subaccount is determined by multiplying  the Unit
Value for the  Subaccount  by the number of Units You own. Your value within the
Variable  Account is the sum of your  values in all the  Subaccounts.  The total
value of your Contract,  known as the Contract  Value,  equals your Value in the
Variable Account plus Your value in the Guaranteed Account.

Transfers

      Prior to the Annuity Date,  You may make Transfers  among the  Subaccounts
and into and out of the Guaranteed Account subject to certain rules.

      At the present time there is no limit on the number of transfers which can
be made among the  Subaccounts  and the  Guaranteed  Account in any one Contract
Year.  We reserve the right to limit the number of  transfers to 12 per Contract
Year. There are no fees for the first 12 transfers in any one Contract Year. For
each transfer in excess of 12 within one Contract Year, We impose a transfer fee
of $10. A transfer  fee, if any, is deducted from the amount  transferred.  (See
Appendix , "Guaranteed Account Transfers," page___.)

                                       22
<PAGE>

      Transfers  may be made by written  request or by telephone as described in
the Contract or specifically  authorized in writing.  The Company will undertake
reasonable procedures to confirm that instructions communicated by telephone are
genuine. All calls will be recorded.  All transfers will be confirmed in writing
to the 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.

      After the  Annuity  Date,  the  Owner  may  transfer  the  Contract  Value
allocated to the Variable  Account among the Subaccounts.  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, if any, will be
deducted  from the next annuity  payment  after the  transfer.  If following the
transfer, the Annuity Units remaining in the Subaccount would generate a monthly
annuity  payment of less than $100,  the Company will transfer the entire amount
in the Subaccount.

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

      The minimum  amount which may be transferred at any one time is the lesser
of $1,000 or the value of the  Subaccount  or  Guarantee  Period  from which the
transfer is made.  However,  the minimum  amount for transfers  under our Dollar
Cost Averaging program is $100 per Subaccount. (See "Dollar Cost Averaging") For
additional  limitations  regarding transfers out of the Guaranteed Account,  see
"The Guaranteed Account" in the Appendix, page ____.)

Dollar Cost Averaging

      The Company  currently offers an option under which Owners may dollar cost
average their  allocations in the Subaccounts  under the contract by authorizing
the  Company  to make  periodic  allocations  of  Contract  Value  from  any one
Subaccount to one or more of the other  Subaccounts.  Dollar cost averaging is a
systematic  method of investing  in which  securities  are  purchased at regular
intervals  in fixed  dollar  amounts  so that the  cost of the  securities  gets
averaged  over time and possibly  over various  market  cycles.  The option will
result in the allocation of Contract Value to one or more Subaccounts, and these
amounts  will be  credited at the  Accumulation  Unit value as of the end of the
Valuation  Dates on which  the  exchanges  are  effected.  Amounts  periodically
transferred  under this option are not included in the 12 transfers per Contract
Year discussed  under  "Transfers" on page ___. Since the value of  Accumulation
Units will vary,  the  amounts  allocated  to a  Subaccount  will  result in the
crediting of a greater number of units when the  Accumulation  Unit value is low
and a  lesser  number  of  units  when  the  Accumulation  Unit  value  is high.
Similarly,  the amounts exchanged from a Subaccount will result in a debiting of
a greater number of units when the Subaccount's  Accumulation  Unit value is low
and a lesser number of units when the  Accumulation  Unit value is high.  Dollar
cost averaging does not guarantee  profits,  nor does it A Dollar Cost Averaging
Request form is available from the Administrative Office upon request.

      To elect the Dollar Cost Averaging Option, the Owner's Contract Value must
be at least $12,000 and a Dollar Cost  Averaging  Request in proper form must be
received by the  Company.  The Dollar Cost  Averaging  Request  form will not be
considered complete until the Contract Value is at least the required amount. An
Owner may not have in effect at the same time  Dollar Cost  Averaging  and Asset
Rebalancing Options.

                                       23
<PAGE>

Asset Rebalancing Option

   
      The Company  currently  offers an option under which Owners may  authorize
the Company to automatically  exchange Contract Value periodically to maintain a
particular percentage allocation among the Subaccounts as selected by the Owner.
The Contract Value allocated to each Subaccount will grow or decline in value at
different  rates  during  the  quarter,  and  Asset  Rebalancing   automatically
reallocates the Contract Value in the Subaccounts to the allocation  selected by
the Owner.  Asset  Rebalancing is intended to exchange Contract Value from those
Subaccounts that have increased in value to those Subaccounts that have declined
in value. Over time, this method of investing may help an Owner buy low and sell
high,  although there can be no assurance of this. This  investment  method does
not guarantee profits, nor does it assure that an Owner will not have losses.
    

      To elect the Asset Rebalancing  Option, the Contract Value in the Contract
must be at least $12,000 and an Asset Rebalancing Request in proper form must be
received by the Company. An Owner may not have in effect at the same time Dollar
Cost Averaging and Asset Rebalancing Options. If the Asset Rebalancing Option is
elected, all Contract Value allocated to the Subaccounts must be included in the
Asset Rebalancing Option.

      The amounts transferred will be credited to the Accumulation Unit Value as
of the end of the Valuation  Dates on which the transfers are effected.  Amounts
periodically  transferred under this option are not included in the 12 transfers
per Contract Year discussed under "Transfers" on page ____.

      An Owner may instruct the Company at any time to terminate  this option by
written request.  Once terminated,  this option may not be reselected during the
same Contract Year.


                            CHARGES AND DEDUCTIONS

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

   
Deduction for State  Premium  Taxes
    

      We do not deduct  premium taxes unless  assessed by the state of residence
of the Owner. Any premium or other taxes levied by any governmental  entity with
respect  to the  Contracts  will be  charged at Our  discretion  against  either
Premium or Contract Value.  Premium taxes currently imposed by certain states on
the Contracts  range  typically  from 0% to 3.5% of premiums  paid.  Some states
assess  premium  taxes at the time Premium is received;  others  assess  premium
taxes at the time of  annuitization.  Premium taxes are subject to being changed
or amended by state  legislatures,  administrative  interpretations  or judicial
acts.

                                       24
<PAGE>

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.  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 Surrender Charge in the event of the
death of the Owner prior to the Annuity  Date and to provide the death  benefit.
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
Administrative and Contract Maintenance Charges.

      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 .) The Company
in its discretion 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 that portion of the charge
attributable to mortality risk.

Deduction for Accidental Death Benefit

      If the Owner has elected the Accidental Death Benefit, the Company deducts
for each Valuation Period, an Accidental Death Benefit Charge equal on an annual
basis to 0.10% of the average daily net asset value in the Variable Account.

Deduction for Surrender (Deferred Sales) Charges

   
      In the event that an Owner makes a withdrawal from or surrenders  Contract
Value in  excess  of the Free  Withdrawal  Amount,  a  Surrender  Charge  may be
imposed.  The Free  Withdrawal  Amount is equal to the  greater of the  Contract
Value less premiums paid or the portion of the  withdrawal  that does not exceed
10% of the total Premium  otherwise  subject to the Surrender Charge paid to the
time of withdrawal,  less any prior withdrawals;  however,  the Surrender Charge
applies  only to Premium  received by the Company  within seven (7) years of the
date of the withdrawal.
    

                                       25
<PAGE>

      The Surrender Charge will vary in amount depending upon the time which has
elapsed  since the date  Premium was  received.  In  calculating  the  Surrender
Charge, Premium is allocated to the amount surrendered on a first-in,  first out
basis.  The amount of any withdrawal  which exceeds the Free  Withdrawal  Amount
will be subject to the following charges:
   

                                                     Applicable Deferred
                                                     Sales  Charge  Percentage

             Premium Year 1                                 6%
             Premium Year 2                                 6%
             Premium Year 3                                 5%
             Premium Year 4                                 5%
             Premium Year 5                                 4%
             Premium Year 6                                 4%
             Premium Year 7                                 2%
             Premium Year 8 
              and thereafter                                None
    

 No Surrender Charge is imposed  against:  (1) Systematic  Withdrawal  options;
(2) Contract Value upon Annuitization; (3) a Death Benefit.

      The  Surrender  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  Surrender  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  as a 403 (b) Plan or
IRA.  (See "Taxes - 403(b) Plans" on page     .)
    

Deduction for Administrative Charges

   
      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.  This charge is intended  to  reimburse  Us for
administrative  expenses,  both during the accumulation period and following the
Annuity Date. 
    


                                       26
<PAGE>

Deduction for Contract Maintenance Charge

   
      The Company also deducts an annual Contract  Maintenance Charge of $30 per
year,  from  the  Contract  Value on each  Contract  Anniversary.  The  Contract
Maintenance  Fee is waived if the Contract  Value is greater than $50,000 on the
date of deduction  of the charge.  These  charges are designed to reimburse  the
Company for the costs it incurs  relating to  maintenance  of the Contract,  the
Variable Account, and the Guaranteed Account. If the Contract is surrendered, we
will deduct the Contract  Maintenance  Charge at the time of  surrender  for the
current Contract Year. The deduction will be made  proportionally  based on Your
value in each Subaccount and the Guaranteed Account. After the Annuity Date, the
Contract  Maintenance  Charge is deducted on a pro-rata  basis from each annuity
income payment.
    

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 Federal income taxes.
 (See also "Taxes"  beginning on page         .)
    


Other Expenses

      There are deductions from and expenses paid out of the assets of the Funds
which are described in the accompanying Prospectuses for each Fund.

   
Group and Sponsored Arrangements
    

      In  certain  instances,  we  may  reduce  the  Surrender  Charge  and  the
Administrative Charge or change the minimum premium requirements for the sale of
Contracts to certain groups,  including those in which a trustee or an employer,
for example,  purchases  Contracts  covering a group of  individuals  on a group
basis.

      Our costs for sales, administration, and mortality generally vary with the
size and stability of the group among other  factors.  We take all these factors
into account when reducing charges.  To qualify for reduced charges,  a group or
similar arrangement must meet certain  requirements,  including our requirements
for size and number of years in existence. Group or group sponsored arrangements
that have been set up solely  to buy  Contracts  or that have been in  existence
less than six months will not qualify for reduced charges.

      We will make any  reductions  according  to our  rules in  effect  when an
application or enrollment  form for a Contract is approved.  We may change these
rules from time to time. Any variation in the Surrender Charge or Administrative
Charge will  reflect  differences  in costs or services and will not be unfairly
discriminatory.


                                       27
<PAGE>

                               ANNUITY BENEFITS

Annuitization

      Annuitization  is an election you make to apply the  Contract  Value to an
Annuity  Option in order to provide a series of annuity  payments.  The date the
Annuity Option becomes effective is the Annuity Date.

Annuity Date

      The latest  Annuity  Date is:  the later of (a) the first day of the 
calendar month  following the later of the  Annuitant's  90th  birthday;  
or (b) such earlier date as may be set by applicable law.

      The Owner may  designate an earlier date 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 no later than the date defined
above; and, the first day of a calendar month.

   
      Without  the  approval  of the  Company,  the new  Annuity  Date cannot be
earlier than one year after the Effective Date. In addition,  for IRA or 403 (b)
Plan  Contracts,  certain  provisions  of your  retirement  plan or the Code may
further restrict your choice of an Annuity Date. (See "Taxes ," page ____).
    

Annuity Options

      The Owner may choose annuity  payments which are fixed, or which are based
on the Variable  Account,  or a  combination  of the two. The Owner may, upon at
least 30 days prior written notice to us, at any time prior to the Annuity Date,
select or change an Annuity Option.  If the Owner elects annuity  payments which
are based on the Variable Account,  the amount of the payments will be variable.
The  amount  of the  annuity  payment  based  on the  value of a  Subaccount  is
determined  through a  calculation  described  in the  Statement  of  Additional
Information,  under the caption "Annuity Provisions". The Owner may not transfer
Contract  Values between the Guaranteed  Account and the Variable  Account after
the Annuity Date,  but may,  subject to certain  conditions,  transfer  Contract
Values from one  Subaccount to another  Subaccount.  (See " 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  Guaranteed  Account and the
Variable Account, respectively.

      The annuity payment options are:

 Option 1:   Life  Income.  The  Company  will make  annuity  payments  
during the lifetime of the Annuitant.

   Option 2: Life Income with 10 Years of Payments Guaranteed.  The Company will
make monthly annuity  payments during the lifetime of the Annuitant.  If, at the
death of the Annuitant, payments have been made for less than 10 years, payments
will be continued during the remainder of the period to the Beneficiary.

   Option 3: Joint and Last  Survivor  Income.  The  Company  will make  annuity
payments for as long as either the Annuitant or a Contingent Annuitant 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  Owner as  Annuitant  and the  Owner'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.

                                       28
<PAGE>

Annuity Payments

   If the Contract Value applied to annuity payment options is less than $2,000,
the  Company  reserves  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
reserves 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 Subaccount
selected; and (v) the pro-rata portion of the Contract Maintenance 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%,  variable  annuity
payments will decrease.


                                       29
<PAGE>

                                 DEATH BENEFIT

Prior to the Annuity Date

   In the event of Your death  prior to the  Annuity  Date,  a death  benefit is
payable to the Beneficiary. The value of the death benefit will be determined as
of the date We receive  proof of death in a form  acceptable to Us. If there has
been a change of Owner,  the  death  benefit  will  equal  the  Contract  Value.
Otherwise, We will pay the death benefit equal to the greatest of: (a) the total
of all Premium,  reduced proportionately by withdrawals and surrenders;  (b) the
Contract Value;  (c) the greatest of the Contract Value at the seventh  Contract
Anniversary  if attained  prior to Owner's  attained  age 76 or at the  Contract
Anniversary  every seven years  thereafter,  plus any Premium  paid and less any
surrenders subsequent to that Contract Anniversary.

   The  Beneficiary  may elect  the death  benefit  to be paid as  follows:  (a)
payment of the entire  death  benefit  within 5 years of the date of the Owner's
death;  or (b) payment  over the  lifetime of the  designated  Beneficiary  with
distribution  beginning  within 1 year of the date of death of the Owner; or (c)
if the designated  Beneficiary is Your spouse,  he/she can continue the contract
in his/her own name.

   If no payment option is elected,  a single sum settlement will be made at the
end of the sixty (60) day period following receipt of proof of death.

After the Annuity Date

   If the Owner is a person other than the  Annuitant,  and if the Owner's death
occurs on or after the Annuity Date, no death benefit will be payable under this
contract,  except that any guaranteed payments remaining unpaid will continue to
be paid to the Annuitant  pursuant to the Annuity Option in force at the date of
the Owner's death.

Accidental Death Benefit

   If an Accidental  Death  Benefit has been  elected,  the cost of this benefit
will be equal on an annual basis to 0.10% of the average daily net assets in the
Variable Account.





                                       30
<PAGE>


   The Accidental Death Benefit,  if any, is equal to the lesser of the Contract
Value as of the date the death benefit is determined or $250,000. The Accidental
Death  Benefit is payable if the death of the primary  Owner occurs prior to the
Contract  Anniversary next following his 75th birthday as a result of an Injury.
The death must also occur  before  the  Annuity  Date and within 365 days of the
date of the accident which caused the Injury.  The  Accidental  Death Benefit is
paid to the Beneficiary.

   The  Accidental  Death  Benefit  will not be paid for any death  caused by or
resulting (in whole or in part) from the following:

   (a)   suicide or attempted suicide while sane or insane;  intentionally  
         self-inflicted injuries;

   (b)       sickness,  disease  or  bacterial  infection  of any  kind,  except
             pyogenic  infections  which  occur  as a  result  of an  injury  or
             bacterial  infections which result from the accidental ingestion of
             contaminated substances;


   
   (c)       injury sustained as a consequence of riding in, including  boarding
             or alighting from, any vehicle or device used for aerial navigation
             except if the Owner is a passenger on any aircraft licensed for the
             transportation of passengers;

   (d)   declared or undeclared war or any act thereof; or

   (e)   service in the military, naval or air service of any country.
    

                                       31
<PAGE>

Death of the Annuitant

   If the Annuitant is a person other than the Owner,  and if the Annuitant dies
before the Annuity Date, a new  Annuitant  may be named by the Owner.  If no new
Annuitant  is  named  within  sixty  (60)  days of Our  receipt  of proof of the
Annuitant's  death, the Owner will be deemed the new Annuitant.  If an Annuitant
dies  after  the  Annuity  Date,  the  remaining  payments,  if any,  will be as
specified  in  the  Annuity  Option  elected.  We  will  require  proof  of  the
Annuitant's  death.  Death  benefits,  if any,  will  be paid to the  designated
Beneficiary at least as rapidly as under the method of distribution in effect at
the Annuitant's death.


                             DISTRIBUTIONS UNDER THE CONTRACT

Withdrawals

   The Owner may withdraw  Contract  Values prior to the Annuity Date.  
Any  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 Surrender Charge will be deducted;

   (d)   the Contract  Value will be reduced by the sum of the amount  
         requested  plus the  amount of any applicable Surrender Charge;

   (e)       the Company  will deduct the amount  requested  plus any  Surrender
             Charge from each  Subaccount  of the Variable  Account and from the
             Guaranteed  Account either as specified or in the  proportion  that
             each  Subaccount and the  Guaranteed  Account bears to the Contract
             Value; and

   We reserve the right to consider any withdrawal request that would reduce the
Value of the  Accumulation  Account  to less than  $2,000  to be a  request  for
Surrender.  In  this  event,  the  Surrender  Value  will be paid to You and the
Contract will terminate.

   
   Withdrawals (including systematic withdrawals discussed below) may be taxable
and subject to a penalty tax. (See "Taxes" beginning on Page .)
    

Systematic Withdrawal

   
   The  systematic   withdrawal  program  involves  making  regularly  scheduled
withdrawals  from Your value in the Contract.  In order to initiate the program,
your total Contract  Value must be at least  $24,000.  The program allows You to
prearrange  the  withdrawal  of a specified  dollar  amount of at least $200 per
withdrawal,  on a monthly or quarterly  payment  basis.  A maximum of 10% of the
Contract  Value may be withdrawn in a Contract Year.  Surrender  Charges are not
imposed on withdrawals  under this program.  If you elect this program Surrender
Charges will be imposed on any  withdrawal,  other than  withdrawals  made under
Your systematic  withdrawal program, when the withdrawal is from Premium paid in
the last seven  years.  You may not elect this program if you have taken a prior
withdrawal  during the same  Contract  Year.  (See  "Withdrawals"  on page , and
"Surrender Charges" on page .)
    

                                       32
<PAGE>

   Systematic  withdrawals  will begin on the first  scheduled  withdrawal  date
selected by You following  the date We process Your  request.  In the event that
Your value in a specified Subaccount or the Guaranteed Account is not sufficient
to deduct a withdrawal  or if Your request for  systematic  withdrawal  does not
specify the Guaranteed  Account or from which Subaccounts  withdrawals are to be
deducted,  withdrawals  will be deducted  proportionally  based on Your value in
each Subaccount and the Guaranteed Account.

   
   All parties to the  Contract are  cautioned  that the rights of any person to
implement the systematic  withdrawal  program under  Contracts may be subject to
the terms and  conditions of the  retirement  plan,  regardless of the terms and
conditions  of the  Qualifiedissued  in  connection  with IRAs or  403(b)  Plans
Contract. (See "Taxes " on page .)
    

   The  systematic  withdrawal  program  may be  canceled at any time by written
request or automatically  by Us should the Contract Value fall below $1,000.  In
the event the systematic withdrawal program is canceled, 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  of
withdrawals on a systematic basis.

   The Free  Withdrawal  Amount (see  "Charges and  Deductions  - Deduction  for
Surrender  Charge"  on page ) is not  available  while  an  Owner  is  receiving
systematic withdrawals.  An Owner will be entitled to the free withdrawal amount
on and after the Contract  Anniversary  next  following the  termination  of the
systematic withdrawal program.

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

THE COMPANY RESERVES THE RIGHT TO DISCONTINUE THIS PROGRAM AT ANY TIME.

                                       33
<PAGE>

Surrender

   
   Prior to the Annuity Date you may  Surrender  the Contract for the  Surrender
Value by  withdrawing  the  entire  Contract  Value.  You must  submit a written
request for Surrender and return the Contract to Us. The Surrender Value will be
based on the Contract Value at the end of the Valuation  Period during which the
Surrender  request is received  as  described  below.  The  Contract  may not be
surrendered  after the Annuity Date. A Surrender may be taxable and subject to a
tax penalty. (See "Taxes" discussed on page .)
    

Surrender Value

   
   The  Surrender  Value  of the  Contract  varies  each  day  depending  on the
investment results of the Subaccounts selected by the Owner. The Surrender Value
will be the Contract  Value as of the date the Company  receives Your  surrender
request,  reduced by the  following:  (1) any  applicable  taxes not  previously
deducted;  (2) the Contract Maintenance Charge; and (3) any applicable Surrender
Charge.
    

Payment of Withdrawals and Surrender Values

   Payments of  Withdrawals  and  Surrender  Values will  ordinarily be sent to 
the Owner within seven (7) days of receipt of the written request,  but see the
 Deferment of Payment discussion below.  (Also see Statement of Additional 
Information - "Delay of Payments.")


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

   
   If, at the time You make a request for a Withdrawal or a Surrender,  You have
not  provided  Us with a  written  election  not to have  Federal  income  taxes
withheld,  We must by law withhold  such taxes from the taxable  portion of Your
payment and remit that amount to the IRS.  Mandatory  withholding rules apply to
certain  distributions  from  403(b)  Plans  Contracts.  Additionally,  the Code
provides that a 10% penalty tax may be imposed on certain early  Withdrawals and
Surrenders. (See "Withholding" on page , and "Tax-Favored Plans" on page .)
    

Deferral of Payment

   Payment of any  Withdrawal,  Surrender,  or lump sum death  proceeds from the
Variable  Account will usually  occur within seven days.  We may be permitted to
defer such payment if: (1) the New York Stock  Exchange is closed for other than
usual weekends or holidays,  or trading on the Exchange is otherwise restricted;
(2) an emergency  exists as defined by the SEC or the SEC requires  that trading
be restricted;  (3) the SEC permits a delay for protection of Owners; or (4) the
check used to pay any Premium has not cleared  through the banking  system (this
may take up to 15 days).

   We may defer  payment of any  Withdrawal  or  Surrender  from the  Guaranteed
Account for up to six months from the date we receive Your written request.

                                           TAXES

Introduction

   
   The Contracts are designed to accumulate Contract Values for retirement plans
which,  except  for IRAs and  403(b)  Plans,  are  generally  not  tax-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
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 Funds, please see the accompanying relevant Fund Prospectus.

                                       34
<PAGE>

Company Tax Status

   The Company is taxed as a life insurance  company under 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,  an 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
"Contracts Owned by Non-Natural Persons," and "Diversification Standards".)

   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 on the date of  withdrawal  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  on full  surrender  of the
         Contract,  the  recipient  is taxed on the portion of the payment  that
         exceeds the investment in the contract. The taxable portion is taxed as
         ordinary income.

              If the recipient  receives annuity payments rather than a lump sum
         payment,  a portion of the payment is  included in taxable  income when
         received.  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 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  recipient  is able to exclude a portion of the  payments  received
         from  taxable  income  until the  investment  in the  Contract is fully
         recovered.  Annuity  payments are fully taxable after the investment in
         the Contract is recovered.  If the recipient dies before the investment
         in the  Contract  is  recovered,  the  recipient's  estate is allowed a
         deduction for the remainder.
    


                                       35
<PAGE>


   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 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 total
     Premium will be taxed to the assignor as ordinary  income.  Please  consult
     your tax adviser prior to making an assignment of the Contract.

                                       36
<PAGE>

   
      Generation Skipping Transfer Tax

            A transfer of the Contract or the  designation of a beneficiary  who
      is either 37 1/2 years younger than the Owner or a grandchild of the Owner
      may have Generation Skipping Transfer Tax consequences.
    


   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.   The  designated
     Beneficiary  is the  person to whom  ownership  of the  contract  passes by
     reason of death,  and must be a natural  person.  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 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  generally  provides  that no gain  or  loss  shall  be
     recognized  on the  exchange of an annuity  contract  for  another  annuity
     contract unless money is distributed as part of the exchange. 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.
    

                                       37
<PAGE>

   Multiple Contracts

     Annuity contracts that are issued by the 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.

   
      Withholding

            The  Company  is  required  to  withhold  Federal  income  taxes  on
      withdrawals,  lump sum  distributions,  and annuity  payments that include
      taxable  income unless the payee elects to not have any  withholding or in
      certain other  circumstances.  Special withholding rules apply to payments
      made to non-resident aliens.
         
       Lump-sum Distribution or Withdrawal
         The Company is required to withhold  10% of the taxable  portion of any
         withdrawal   or  lump  sum   distribution   unless  You  elect  out  of
         withholding.

         Annuity Payments
         The Company will  withhold on the taxable  portion of annuity  payments
         based on a withholding certificate You file with the Company. If you do
         not  file  a  certificate,   You  will  be  treated,  for  purposes  of
         determining  your  withholding  rates,  as a married  person with three
         exemptions.

               You are liable for payment of Federal income taxes on the taxable
         portion of any withdrawal, distribution, or annuity payment. You may be
         subject to penalties under the estimated tax rules if your  withholding
         and estimated tax payments are not sufficient.
    



Diversification Standards

   To comply with the diversification regulations promulgated under Code Section
817(h)  (the  "Diversification  Regulations"),  after a  start-up  period,  each
Subaccount  is  required  to  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 Subaccount 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 a Fund is not  treated  as one  investment  but is  treated as an
investment  in a pro-rata  portion of each  underlying  asset of such 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.

                                       38
<PAGE>

   In connection with the issuance 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.

   
Tax-Favored 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 401 retirement
plan.  Distributions  from a 401  qualified  plan or  403(b)  Plan  (other  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,  403(b) Plan or an
IRA. 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 tax
if the  recipient is under age 59 1/2 (unless  another  exception  applies under
Code Section 72(t)). A prospective Owner considering use of the Contract in this
manner should consult a competent tax advisor with regard to the  suitability of
the Contract of this purpose and for  information  concerning  the provisions of
the Code applicable to qualified plans, 403(b) Plans, and IRAs. .
    

                                       39
<PAGE>

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. In addition,  distributions  from an IRA may be rolled over to
another IRA, provided certain conditions are met. 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.  Contracts  offered  in  connection  with an IRA by this
Prospectus are not available in all states.
    

403(b) Plans

   
   Code Section 403(b)(11) imposes certain restrictions on an Owner's ability to
make partial withdrawals from Code Section 403(b) Contracts,  if attributable to
Premium  paid under a salary  reduction  agreement.  Specifically,  Code Section
403(b)(11)  allows an 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,  403(b)  Plans are  subject  to  additional  requirements,  including:
eligibility,    limits   on   contributions,    minimum    distributions,    and
nondiscrimination  requirements  applicable  to the  employer.  Owners and their
employers are responsible for compliance with these rules.  Contracts offered in
connection  with a 403 (b)  Plan by this  Prospectus  are not  available  in all
states.
    



                                       40
<PAGE>
   


<TABLE>
<CAPTION>


               TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

                                                                        Page
<S>                                                                   <C>    

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.................................................

</TABLE>



                                      A-1
<PAGE>


                                         APPENDIX

GUARANTEED ACCOUNT OPTION

   Under  this  Guaranteed  Account  option,  Contract  Values  are  held in the
Company's  General  Account.  The General  Account  includes  all of Our assets,
except those assets  segregated in Our separate  accounts.  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 Guaranteed
Account portion of the Contract.  Disclosures  regarding the Guaranteed  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.

   During  the  Accumulation  Period  the  Owner  may  allocate  amounts  to the
Guaranteed  Account.  The initial  Premium  will be  invested in the  Guaranteed
Account if selected by the Owner at the time of application.  Additional Premium
will be allocated in accordance  with the selection  made in the  application or
the most recent instruction  received at the Company Office. If the Owner elects
to withdraw  amounts from the Guaranteed  Account,  such  withdrawal,  except as
otherwise  provided in this Appendix,  will be subject to the same conditions as
imposed on withdrawals from the Variable Account. The Company reserves the right
to delay any payment from the  Guaranteed  Account for up to six (6) months from
the date it receives such request at its Office.

GUARANTEE PERIODS

   The  period(s)  for which a guaranteed  interest rate is credited is called a
Guarantee Period. Guarantee Periods may be offered or withdrawn at the Company's
discretion.  The initial guarantee period(s) and the guaranteed interest rate(s)
applicable to the initial Premium are as shown in the Contract. At least 15 days
but no more than 75 days prior to the  expiration  of a  Guarantee  Period,  the
Owner will be mailed a notice of the  guaranteed  interest rate  applicable to a
renewal of the Guarantee  Period.  At the  expiration  of any  Guarantee  Period
applicable  to any portion of the Contract  Value,  that portion of the Contract
Value will be  automatically  renewed for another  Guarantee Period for the same
duration  as the  expired  Guarantee  Period  and will  receive  the  guaranteed
interest rate then in effect for that Guarantee  Period,  unless other Guarantee
Periods or one or more  Subaccounts  are requested in writing by the Owner.  All
requests to change a Guarantee Period at the end of an existing Guarantee Period
must be received in writing at the Company's  Office within 30 days prior to the
end of that Guarantee Period.

ALLOCATIONS TO THE GUARANTEED ACCOUNT

   The minimum amount that may be allocated to a Guarantee  Period,  either from
the  initial  or a  subsequent  Premium,  is  $3,000.  Amounts  invested  in the
Guaranteed  Account  are  credited  with  interest  on a daily basis at the then
applicable  effective  guarantee rate. The effective guarantee rate is that rate
in effect  when the Owner  allocates  or  transfers  amounts  to the  Guaranteed
Account. If the Owner has allocated or transferred amounts at different times to
the Guaranteed Account,  each allocation or transfer may have a unique effective
guarantee rate and Guarantee Period  associated with that amount.  The effective
guarantee  rate will not be changed more than once per year and the minimum rate
will not be less than 3%.

                                      A-2
<PAGE>

GUARANTEED ACCOUNT TRANSFERS

   During the accumulation period the Owner may transfer,  by written request or
telephone authorization, Contract Values to or from a subaccount of the Variable
Account to or from a  Guarantee  Period of the  Guaranteed  Account at any time,
subject to the conditions set out under Transfer of Contract Values Section.

   Prior  to  the  end  of  a  Guarantee   Period  the  Owner  may  specify  the
Subaccount(s) of the Variable Account or the applicable  Guarantee Period of the
Guaranteed  Account to which the Owner  wants the  amounts  from the  Guaranteed
Account  transferred at the end of the Guarantee  Period.  If the Owner does not
notify us prior to the end of the Guarantee  Period, we will reapply that amount
to a new Guarantee Period of the same duration,  provided it is available.  If a
new Guarantee Period of the same duration is not available, that portion of Your
Contract  Value shall be  transferred  to the Guarantee  Period next shortest in
duration.  The amount so applied is then subject to the same  conditions  as the
original  Guarantee  Period,  including the condition that the amount may not be
transferred  until  the  end  of  that  Guarantee  Period.  In  the  event  of a
non-specified renewal, there is a grace period of 30 days within which the Owner
can have transferred amounts reapplied.  The effective guarantee rate applicable
to the new Guarantee Period may be different from the effective  guaranteed rate
applicable to the original Guarantee Period.  These transfers will be handled at
no charge to the Owner.

MINIMUM SURRENDER VALUE

   The minimum Surrender Value for amounts  allocated to the Guaranteed  Account
equals the amounts so  allocated  less  withdrawals,  with  interest  compounded
annually at the rate of 3%, reduced by any applicable Surrender Charge.

<PAGE>



                                          PART B


<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  May 1, 1997CALL OR WRITE:  AIG Life  Insurance  Company;  
Attention:  Variable  Products,  One  Alico  Plaza, Wilmington, Delaware 19801, 
1-800-340-2765.
    



   
DATE OF STATEMENT OF ADDITIONAL INFORMATION:  May 1, 1997
    






MULTIMANAGER NEW




                                      B-2
<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..............................................




                                     

                                      B-3
<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 Variable Account I (the "Variable Account").

Independent Accountants

   The audited financial  statements of the Company have been audited by Coopers
and Lybrand, L.L.P., independent certified public accountants, whose offices are
located in Philadelphia, Pennsylvania.

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..

Distributor

  AIG Equity Sales Corp.  ("AESC"),  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 $83,483 were retained by the Distributor.

Calculation Of Performance Related Information

   A.    Yield and Effective Yield Quotations for the Money Market Subaccount

   The yield  quotation  for the Money Market  Subaccount to be set forth in the
Prospectus  will be for the  seven  days  ended on the  date of the most  recent
balance sheet of the Variable Account  included in the  registration  statement,
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  Subaccount  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 Subaccount to be set forth
in the  Prospectus  will be for the  seven  days  ended  on the date of the most
recent  balance  sheet of the  Variable  Account  included  in the  registration
statement, and will be 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  Subaccount  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
Subaccount's  mean account size. The yield and effective yield quotations do not
reflect the  Surrender  Charge that may be assessed at the time of withdrawal in
an amount ranging up to 6% of the requested withdrawal amount, 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  Surrender  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  Subaccount and the Fund are excluded from the
calculation of yield.

                                      B-4
<PAGE>

   B.    Total Return Quotations

   The total return quotations for all of the Subaccounts 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 Subaccount  has been in existence for a period of
less than one, five or ten years,  for such lesser  period) ended on the date of
the most recent  balance  sheet of the Variable  Account and for the period from
the date monies were first placed into the Subaccounts 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:

                        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  Subaccounts,
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 Subaccount's mean account size. The calculations
also  assume  a  total  withdrawal  as of  the  end of  the  particular  period.
Subaccount  performance  information  has not been  provided,  because,  for the
fiscal year ending December 31, 1996, no contracts were issued.
    

                                      B-5
<PAGE>


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

 Alliance  Growth and Income         January 14, 1991     
      Alliance  Growth  Investors         October 28, 1994     
      Alliance Growth                     September 15, 1994   
      Alliance  Conservative                                   
      Investors                           October   28,  1994  
      Alliance  Quasar                    August  15,1996      
      Alliance      Technology            January  22,1996     
      Fidelity  High  Income              September  19,  1985 
      Fidelity  Growth                    October  9, 1986     
      Fidelity  Money  Market             April 1, 1982        
      Fidelity  Overseas                  January 28, 1987     
      Fidelity  Asset Manager             September 9, 1989    
      Fidelity  Investment                                     
      Grade  Bond                         December 5, 1988     
      Dreyfus Zero Coupon 2000            September  29,  1989 
      Dreyfus  Stock  Index               August 31, 1990      
      Van Eck Gold and Natural Res.       September 1, 1989    
      Van Eck Worldwide Balance           December  23, 1994   
      Tomorrow Short-Term  Retirement     April 1, 1996        
      Tomorrow Medium-Term  Retirement    April 1, 1996        
      Tomorrow Long-Term Retirement       April 1, 1996       
    
 *Effective May 1, 1997 the Gold and Natural Resources portfolios will no
longer be offered.  The Portfolio is being replaced with the Van Eck Worldwide
Hard Assets Fund.    


                                      B-6
<PAGE>



  C. Yield Quotations for each Subaccount other than the Money Market Subaccount

  The  yield  quotations  for  each  Subaccount  other  than  the  Money  Market
Subaccount  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  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  portfolios  of  the  Funds  attributable  to
                 shares owned by the Subaccount.

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

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

             d = the maximum  offering  price per  Accumulation  Unit on the
                 last day of the period.

         For the  purposes  of the yield  quotations  for the  Subaccounts,  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  Subaccount's  mean account size. The  calculations  do not
take into account the Deferred Sales Charge or any transfer charges.

              A Surrender Charge may be assessed at the time of withdrawal in an
amount ranging up to 6% of the requested  withdrawal  amount,  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  Surrender  Charge"  on  page  ___ 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

              1.   Total Return Quotations

              The total return  quotations for all of the  Subaccounts 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 Subaccount has been in existence
for a period of less than one, five or ten years,  for such lesser period) ended
on the date of the most recent balance sheet of the Variable Account and for the
period  from the date monies were first  placed into the  Subaccounts  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:

                                   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
Subaccount's mean account size. The calculations do not, however, assume a total
withdrawal as of the end of the particular period and,  therefore,  no Surrender
Charge is reflected.  Subaccount performance  information has not been provided,
because, for the fiscal year ending December 31, 1996, no contracts were issued.
    


                                      B-7
<PAGE>



   2.    Tax Deferred Accumulation

   In  reports  or  other  communications  to You  or in  advertising  or  sales
materials, the Company may also describe the effects of tax-deferred compounding
on the separate account's  investment returns or upon returns in general.  These
effects may be  illustrated  in charts or graphs and may include  comparisons at
various  points  in time of  returns  under  the  Contract  or in  general  on a
tax-deferred basis with the returns on a taxable basdis. Different tax rates may
be assumed.

   In general,  individuals who own annuity  contracts are not taxed on inreases
in the value under the annuity  contract until some form of distribution is made
from the  contract.  Thus,  the annuity  contract will benefit from tax deferral
during  the  accumulation  period,  which  generally  will  have the  effect  of
permitting  an  investment  in an annuity  contract to grow more  rapidly than a
comparable  investment  under  which  increases  in value are taxed on a current
basis.  The chart  shows  accumulations  on an initial  investment  or  Purchase
Payment of $25,000,  assuming hypothetical gross annual return of 0%, 4% and 8%,
compounded  annually,  and a tax rate of 31%.  The values  shown for the taxable
investment do not include any deduction for  management  fees or other  expenses
but assume that taxes are deducted annually from investment returns.  The values
shown for the variable  annuity  reflect the deduction of  contractual  expenses
such as the mortality and expense risk charge,  the  Administrative  Fee and the
Annual Fee, but not the expenses of an underlying  investment  vehicle,  such as
the Fund. In addition, these values assume that the Owner does not surrender the
Contract or make any  withdrawals  until the end of the period shown.  The chart
assumes a full withdrawal, at the end of the period shown, of all contract value
and the payment of taxes at the 31% rate on the amount in excess of the Purchase
Payment.

   The rates of return  illustrated are  hypothetical and are not an estimate or
guaranty of performance.  Actual tax rates may vary for different taxpayers from
that  illustrated  and withdrawals by Owners who have not reached age 59 1/2 may
be subject to a tax penalty of 10%.



                                      [INSERT CHART]



                                      B-8
<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,  or  trading  on the
          Exchange is otherwise restricted;

 (b)      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;

 (c)   an order of the Securities and Exchange  Commission permits delay for
          the protection of security holders; or

 (d)      the  check  used to pay  any  Premium  has  not  cleared
          through  the  banking  system  (this  may  take up to 15
          days).

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


                                      B-9
<PAGE>

                           METHOD OF DETERMINING CONTRACT VALUES

         The Contract  Value will  fluctuate in accordance  with the  investment
results of the underlying  Portfolio of the Fund held within the Subaccount.  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  of the Funds were
purchased for the Subaccounts,  the Accumulation  Units for the Subaccounts were
valued  at $10.  The  value  of an  Accumulation  Unit for a  Subaccount  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 Subaccount, 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 Subaccount; 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
                        Subaccount; minus or plus

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

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

         The resulting value of each Subaccount  Accumulation Unit is multiplied
by the respective number of Subaccount  Accumulation  Units for a Contract.  The
Contract Value of the Variable  Account is the sum of all Subaccount  values for
the Contract.

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

                                      B-10
<PAGE>


                                    ANNUITY PROVISIONS

Annuity Benefits

         A  description  of the Annuity  Benefits  and Annuity  
Options is provided in the prospectus.

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  Subaccount(s) of the Variable Account.  At
the Annuity Date the Contract  Value in each  Subaccount  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  Subaccount  is  determined  by
multiplying the amount of the Contract Value allocated to that Subaccount by the
factor shown in the table for the option selected, divided by 1000.

         The dollar amount of  Subaccount  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 Subaccount  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 Subaccount  variable annuity payments less the pro-rata amount of the annual
Administrative Charge.

Annuity Unit

         The value of an Annuity Unit for each  Subaccount was  arbitrarily  set
initially at $10. This was done when the first Fund shares were  purchased.  The
Subaccount  Annuity Unit value at the end of any subsequent  Valuation Period is
determined by multiplying the Subaccount  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  Subaccount 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%.

                                      B-11
<PAGE>

Net Investment Factor

         The net investment  factor is used to determine how investment  results
of a Fund affect the Subaccount  Annuity Unit value from one Valuation Period to
the next. The net investment factor for each Subaccount 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  relevant  
                       Fund held in the Subaccount determined at the end of 
                       that Valuation Period; plus

               (ii)       the per share  amount of any  dividend or capital gain
                          distribution  made by such Fund held in the Subaccount
                          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 Subaccount.

         (b)   is equal to:

               (i)     the net  asset  value per  share of the  relevant  
                       Fund held in the Subaccount  determined  as of the  
                       end of  the  prior  Valuation Period; plus or minus

               (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 Subaccount  Annuity Unit value may increase or decrease
from Valuation Period to Valuation Period.

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,  including
interest at the annual rate of 5%. Any overpayments,  including  interest at the
annual rate of 5%,  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.

         You may assign  this  Contract  prior to the  Annuity  Date.  A written
request,  dated and signed by you must be sent to our  Administrative  Office. A
duly  executed  copy of any  assignment  must be filed  with our  Administrative
Office. We are not responsible for the validity of any assignment.


                                   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.

                                      


                                      F-1
<PAGE>
                                     





                           AIG LIFE INSURANCE COMPANY
                          (a wholly-owned subsidiary of
                       American International Group, Inc.)












                    REPORT ON AUDITS OF FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994





                                      

                                      F-2
<PAGE>



                      REPORT OF INDEPENDENT ACCOUNTANTS






To the Stockholders and Board of Directors
AIG Life Insurance Company:


We have audited the accompanying balance sheets of AIG Life Insurance Company (a
wholly-owned  subsidiary of American  International  Group, Inc.) as of December
31, 1996 and 1995, and the related  statements of income,  stockholders'  equity
and cash flows for each of the three  years in the  period  ended  December  31,
1996.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of AIG Life Insurance Company as
of December 31, 1996 and 1995,  and the results of its  operations  and its cash
flows for each of the three years in the period  ended  December  31,  1996,  in
conformity with generally accepted accounting principles.





COOPERS & LYBRAND L.L.P.



2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 22, 1997






                                      F-3
<PAGE>
                                     
<TABLE>
<CAPTION>




                             AIG LIFE INSURANCE COMPANY
                                   BALANCE SHEETS

                                   (in thousands)

                                                            December 31,

                                                       1996             1995

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

Assets

Investments and cash:
     Fixed maturities:
        Bonds available for sale, at market value  $ 2,271,326  $ 1,963,265
        (cost: 1996 - $2,190,580: 1995 - $1,823,860)
     Equity securities:
        Common stock
        (cost: 1996-$3,548: 1995 - $1,916)             5,578          2,437
        Non-redeemable preferred stocks
        (cost: 1996-$0: 1995 - $2,562)                     -          2,553
Mortgage loans on real estate, net                   297,363        239,127
Real estate, net of accumulated
 depreciation of $4,099 in 1996; and $1,755 in 1995   16,169         16,892
Policy loans                                       1,873,961      2,961,726
Other invested assets                                 64,109         68,252
Short -term investments                              100,036        202,652
Cash                                                   5,780          1,132
                                              -------------- --------------

   Total investments and cash                      4,634,322      5,458,036


Amounts due from related parties                       3,193          4,111
Investment income due and accrued                    107,268        242,748
Premium and insurance balances receivable-net         36,357         28,189
Reinsurance assets                                   218,453        207,827
Deferred policy acquisition cost                      84,287         60,625
Separate and variable accounts                       644,980        190,441
Other assets                                           5,092          7,509
                                              -------------- --------------

                        Total assets             $ 5,733,952    $ 6,199,486
                                                  ==========     ==========
</TABLE>


                  See accompanying notes to financial statements.




                                      F-4
<PAGE>



<TABLE>
<CAPTION>







                             AIG LIFE INSURANCE COMPANY
                                   BALANCE SHEETS

                        (in thousands, except share amounts)

                                                              December 31,

                                                         1996           1995
                                                   -------------- ----------
<S>                                             <C>            <C>    

Liabilities

  Policyholders' funds on deposit                $ 3,810,095     $ 4,574,995
  Future policy benefits                             630,520         566,487
  Reserve for unearned premiums                       29,911          47,590
  Policy and contract claims                         191,338         177,540
  Reserve for commissions, expenses and taxes          2,860          24,134
  Insurance balances payable                          42,137          22,186
  Deferred income taxes                                5,713          24,585
  Amounts due to related parties                       5,921           2,380
  Federal income tax payable                           2,959           4,606
  Separate and variable accounts                     644,980         190,441
  Minority interest                                    6,077           6,664
  Other liabilities                                   30,932         234,850
                                                ------------    ------------


                        Total liabilities          5,403,443       5,876,458
                                                 -----------     -----------


  Commitments and contingencies (See Note 6)

Stockholders' Equity


  Common stock, $5 par value; 1,000,000 shares
       authorized; 976,703 shares issued and
       outstanding                                     4,884           4,884
  Additional paid-in capital                         123,283         123,283
  Unrealized appreciation of investments,
   net of future policy benefits and taxes
   of $33,823 in 1996 and $47,209 in 1995             62,814          87,673
Retained earnings                                    139,528         107,188
                                                ------------    ------------

                        Total stockholders' equity     330,509       323,028


Total liabilities and stockholders' equity       $ 5,733,952     $ 6,199,486
</TABLE>
                                                  ==========      ==========


                  See accompanying notes to financial statements.





                                      F-5
<PAGE>

<TABLE>
<CAPTION>



                             AIG LIFE INSURANCE COMPANY
                                STATEMENTS OF INCOME

                                   (in thousands)


                                           Years  ended   December 31,
                                           -----------------------------------
                                          1996            1995             1994
                                      ------------    ------------     --------
<S>                                <C>                <C>             <C>   

Revenues:
  Premiums                            $ 394,480         $ 364,502      $ 265,990
  Net investment income                 504,661           435,683        239,212
  Realized capital (losses) gains           (51)             (417)         1,953
                                   -------------     -------------   -----------


               Total revenues           899,090           799,768        507,155
                                    ---------            ---------     ---------


Benefits and expenses:
  Benefits to policyholders            189,933            202,105       196,175
  Increase in future policy benefits
   and policyholders' funds on deposit495,529             392,592       158,935
  Acquisition and insurance expenses  161,841             170,343       127,941
                                    ---------            --------      ---------

              Total benefits and expenses  847,303      765,040         483,051
                                         ---------     --------      ---------


Income before income taxes                 51,787        34,728          24,104
                                        ---------     ----------      ----------

Income taxes (benefits):
   Current                             25,087            18,709          28,115
   Deferred                            (5,486)           (6,339)        (19,447)
                                   -----------       -----------    -----------

    Total income taxes                 19,601            12,370          8,668
                                    ---------         ---------    -----------

Net income before minority interest    32,186            22,358         15,436
Minority interest income (loss)           154                11           (156)
                                  -----------      ------------   -------------

Net income                         $   32,340        $   22,369    $    15,280

                                    =========         =========     ==========

</TABLE>

                   See accompanying notes to financial statements



                                      F-6
<PAGE>

<TABLE>
<CAPTION>







                             AIG LIFE INSURANCE COMPANY
                         STATEMENTS OF STOCKHOLDERS' EQUITY

                                   (in thousands)


                                               Years ended December 31,


                                          1996            1995             1994
                                      ------------    ------------    ---------
<S>                                <C>            <C>            <C>    

Common Stock

Balance at beginning of year      $      4,884    $      4,884    $      4,884
                                   -----------     -----------     -----------

Balance at end of year                   4,884           4,884           4,884
                                  ------------     -----------    ------------



Additional paid-in capital

Balance at beginning of year:          123,283         123,283         123,283
                                    ----------      ----------      ----------

Balance at end of year                 123,283         123,283         123,283
                                    ----------      ----------      ----------



Unrealized appreciation (depreciation)
 of investments, net
 Balance at beginning of year           87,673         (15,029)         40,159
 Change during year                    (50,245)        170,003         (84,904)
 Changes due to deferred income tax
    (expense) benefit and future        
     policy benefits                    25,386        (67,301)          29,716     
                                       ----------      ------           ------ 
 Balance at end of year                 62,814          87,673         (15,029)
                                  ------------     -----------     ------------


Retained earnings
  Balance at beginning of year         107,188          84,819          69,539
  Net income                            32,340          22,369          15,280
                                   -----------      ----------     -----------

  Balance at end of year               139,528         107,188          84,819
                                    ----------      ----------     -----------

          Total stockholders' equity$  330,509      $  323,028     $   197,957
                                     =========       =========      ==========
</TABLE>


                   See accompanying notes to financial statements


                                      F-7
<PAGE>

<TABLE>
<CAPTION>



                             AIG LIFE INSURANCE COMPANY
                              STATEMENTS OF CASH FLOWS


                                   (in thousands)


                                                        Years ended December 31,
                                                    ---------------------------------
                                                      1996          1995     1994
                                                    ----------------------------------

<S>                                               <C>           <C>        <C>    
                                                     
Cash flows from operating activities:
 Net income                                       $   32,340     $ 22,369   $15,280
                                                    ---------   ----------- ------------

Adjustments to reconcile net income
 to net cash provided by operating
 activities:
 Non-cash revenues, expenses, gains 
 and losses included in income:
Change in insurance reserves                       72,151       133,207      88,718
 Change in premiums and insurance balances
  receivable and payable -net                      11,782        (4,695)     11,668
 Change in reinsurance assets                     (10,627)         (201)      5,553
 Change in deferred policy acquisition costs      (23,662)       (6,151)    (14,906)
 Change in investment income due and accrued      135,480      (126,299)    (82,023)
 Realized capital gains                                51           417      (1,953)
 Change in current and deferred income taxes -net  (7,133)      (15,112)    (16,708)
 Change in reserves for commissions, expenses and taxes(21,274)  (9,857)     23,055
 Change in other assets and liabilities - net       11,852         (7,466)    6,815
                                             -----------------------------------------
         Total adjustments                        168,620       (36,157)     20,219
 Net cash (used in) provided                      200,960       (13,788)     35,499
by operating activities
Cash flows from investing activities:
 Cost of fixed maturities, at market sold          40,098        36,678      19,392
 Cost of fixed maturities, at market matured or redeemed124,621  76,989      85,628
 Cost of equity securities sold                     2,607           405           -
 Realized capital gains                               (51)          582       3,176
 Purchase of fixed maturities                    (524,245)     (590,864)   (252,964)
 Purchase of equity securities                     (1,678)       (1,213)          -
 Mortgage loans granted                           (74,590)      (75,100)    (53,977)
 Repayments of mortgage loans                      16,416        12,406      16,464
 Change in policy loans                         1,087,765    (1,589,502) (1,184,455)
 Change in short-term investments                 102,616      (115,532)     18,361
 Change in other invested assets                   11,002        (4,296)     (6,652)
 Other - net                                          (38)       (6,042)    (10,583)

  Net cash used in investing activities           784,523    (2,255,489) (1,365,610)
                                            -------------  -------------------------

Cash flows from financing activities:
 Change in policyholders' funds on deposit       (980,835)    2,265,900   1,330,841
                                            ---------------------------  ----------

   Net cash provided by financing activities     (980,835)    2,265,900   1,330,841
                                            -------------- ------------  ----------

Change in cash                                      4,648        (3,377)        730
Cash at beginning of year                           1,132          4,509      3,779
                                          --------------------------------------------
Cash at end of year                      $          5,780$          1,132$    4,509
                                          =============== =============== ==============
</TABLE>


                   See accompanying notes to financial statements





                                      F-8
<PAGE>



                             AIG LIFE INSURANCE COMPANY
                           NOTES TO FINANCIAL STATEMENTS

1.  Summary of Significant Accounting Policies

   (a)Basis of  Presentation:  AIG Life  Insurance  Company  (the  Company) is a
      wholly-owned   subsidiary  of  American  International  Group,  Inc.  (the
      Parent). The financial statements of the Company have been prepared on the
      basis of generally accepted accounting  principles (GAAP). The preparation
      of financial  statements  in conformity  with GAAP requires  management to
      make estimates and assumptions  that affect the reported amounts of assets
      and liabilities and disclosure of contingent assets and liabilities at the
      date of the financial  statements and the reported amounts of revenues and
      expenses  during the reporting  periods.  Actual results could differ from
      those  estimates.  The Company is licensed to sell life and  accident  and
      health  insurance in the  District of Columbia  and all states  except for
      Maine and New York.

      The Company also files  financial  statements  prepared in accordance with
      statutory practices prescribed or permitted by the Insurance Department of
      the State of Delaware.  Financial  statements  prepared in accordance with
      generally accepted  accounting  principles differ in certain respects from
      the  practices  prescribed  or permitted by  regulatory  authorities.  The
      significant  differences  are: (1) statutory  financial  statements do not
      reflect fixed  maturities  available for sale at market value;  (2) policy
      acquisition  costs,  charged against operations as incurred for regulatory
      purposes,  have been deferred and are being amortized over the anticipated
      life of the  contracts;  (3) individual  life and annuity policy  reserves
      based on statutory  requirements  have been adjusted based upon mortality,
      lapse and interest  assumptions  applicable to these coverages,  including
      provisions for reasonable adverse  deviations;  these assumptions  reflect
      the Company's experience and industry standards; (4) deferred income taxes
      not recognized  for  regulatory  purposes have been provided for temporary
      differences  between  the bases of assets and  liabilities  for  financial
      reporting purposes and tax purposes;  (5) for regulatory purposes,  future
      policy  benefits,  policyholders'  funds on deposit,  policy and  contract
      claims and  reserve  for  unearned  premiums  are  presented  net of ceded
      reinsurance;  and (6) an asset valuation reserve and interest  maintenance
      reserve  using  National  Association  of Insurance  Commissioners  (NAIC)
      formulas are set up for regulatory purposes.

   (b)Investments:  Fixed  maturities  available for sale, where the company may
      not have the ability or  positive  intent to hold these  securities  until
      maturity,  are  carried  at market  value.  Included  in fixed  maturities
      available  for  sale  are  collateralized   mortgage  obligations  (CMOs).
      Premiums and  discounts  arising from the purchase of CMO's are treated as
      yield  adjustments  over the  estimated  life.  Common and  non-redeemable
      preferred stocks are carried at market value.  Short-term  investments are
      carried at cost, which approximates market.

      Unrealized  gains and losses from  investments  in equity  securities  and
      fixed maturities available for sale are reflected in stockholders' equity,
      net of amounts recorded as future policy benefits and any related deferred
      income taxes.

      Realized  capital gains and losses are determined  principally by specific
      identification.  Where  declines  in values of  securities  below  cost or
      amortized  cost are  considered  to be other than  temporary,  a charge is
      reflected in income for the difference  between cost or amortized cost and
      estimated net realizable value.

      Mortgage loans on real estate are carried at unpaid principal balance less
      unamortized  loan  origination  fees  and  costs  less  an  allowance  for
      uncollectible loans.


                                      F-9
<PAGE>




1.  Summary of Significant Accounting Policies - (continued)

   (b) Investments: (continued)

      Real  estate  is  carried  at  depreciated  cost and is  depreciated  on a
      straight-line  basis over 31.5 years.  Expenditures  for  maintenance  and
      repairs are charged to income as incurred;  expenditures  for  betterments
      are capitalized and depreciated over their estimated lives.

      Policy loans are carried at the aggregate unpaid principal balance.

      Other invested assets consist primarily of limited  partnership  interests
      which are carried at market  value.  Unrealized  gains and losses from the
      revaluation of these  investments are reflected in  stockholders'  equity,
      net of any related  taxes.  Also  included in this category is an interest
      rate cap  agreement,  which is carried at its amortized  cost. The cost of
      the cap is being amortized  against  investment  income on a straight line
      basis over the life of the cap.

    (c) Income Taxes:  The Company joins in a  consolidated  federal  income tax
      return with the Parent and its domestic subsidiaries.  The Company and the
      Parent have a written tax allocation  agreement  whereby the Parent agrees
      not to charge  the  Company  a greater  portion  of the  consolidated  tax
      liability  than  would  have  been paid by the  Company  if it had filed a
      separate return. Additionally,  the Parent agrees to reimburse the Company
      for any tax  benefits  arising  out of its net losses  within  ninety days
      after the  filing of that  consolidated  tax  return for the year in which
      these losses are utilized.  Deferred federal income taxes are provided for
      temporary  differences  related to the expected future tax consequences of
      events that have been recognized in the Company's financial  statements or
      tax returns.

   (d)Premium  Recognition  and  Related  Benefits  and  Expenses:  Premiums  on
      traditional  life  insurance  and life  contingent  annuity  contracts are
      recognized  when due.  Revenues  for  universal  life and  investment-type
      products   consist  of  policy   charges   for  the  cost  of   insurance,
      administration, and surrenders during the period. Premiums on accident and
      health  insurance  are  reported as earned  over the  contract  term.  The
      portion of accident and health  premiums which is not earned at the end of
      a reporting period is recorded as unearned premiums. Estimates of premiums
      due but not yet  collected are accrued.  Policy  benefits and expenses are
      associated with earned premiums on long-duration  contracts resulting in a
      level recognition of profits over the anticipated life of the contracts.

      Policy  acquisition  costs for  traditional  life  insurance  products are
      generally  deferred and  amortized  over the premium  paying period of the
      policy.  Deferred policy  acquisition  costs and policy  initiation  costs
      related to universal  life and  investment-type  products are amortized in
      relation to expected gross profits over the life of the policies (see Note
      3).

      The  liability  for future  policy  benefits and  policyholders'  contract
      deposits is established using assumptions described in Note 4.

   (e)Policy and Contract  Claims:  Policy and contract  claims include  amounts
      representing: (1) the actual in-force amounts for reported life claims and
      an estimate of incurred but unreported claims; and (2) an estimate,  based
      upon prior  experience,  for accident and health reported and incurred but
      unreported  losses.  The methods of making such estimates and establishing
      the  resulting  reserves  are  continually  reviewed  and  updated and any
      adjustments resulting therefrom are reflected in income currently.




                                      F-10
<PAGE>



1. Summary of Significant Accounting Policies - (continued)

   (f)Separate and Variable  Accounts:  These accounts represent funds for which
      investment  income and investment  gains and losses accrue directly to the
      policyholders.  Each account has specific investment  objectives,  and the
      assets are carried at market value. The assets of each account are legally
      segregated  and are not  subject  to claims  which  arise out of any other
      business of the Company.

   (g)Reinsurance Assets:  Reinsurance assets include the balances due from both
      reinsurance  and  insurance  companies  under the  terms of the  Company's
      reinsurance  arrangements  for  ceded  unearned  premiums,  future  policy
      benefits   for  life  and  accident   and  health   insurance   contracts,
      policyholders'  funds on deposit and policy and contract  claims.  It also
      includes funds held under reinsurance treaties.

   (h) Accounting Standards:

      In March 1995,  the  Financial  Accounting  Standards  Board (FASB) issued
      Statement of Financial  Accounting  Standards No. 121  "Accounting for the
      Impairment of Long-lived  Assets and for Long-lived  Assets to Be Disposed
      Of" (FASB 121). This statement requires that long-lived assets and certain
      identifiable  intangibles  be reviewed for impairment  whenever  events or
      changes in circumstances indicate that the carrying amount of an asset may
      not be recoverable and an impairment loss must be recognized.

      FASB 121 was effective  for the Company  commencing  January 1, 1996.  The
      adoption of this statement  during 1996 had no  significant  effect on the
      Company's result of operations, financial condition or liquidity.

      In  December  1995,   FASB  issued  "Special   Report,   a  Guide  to  the
      Implementation of Statement No. 115 on Accounting for Certain  Investments
      in Debt and Equity  Securities".  Among other things,  this guide provided
      for  a  transition  provision  permitting  a  one-time  transfer  of  debt
      securities from the held to maturity  classification  to the available for
      sale classification.  The Company did not transfer any securities from the
      held to maturity classification to the available for sale classification.

   (i)During  1996,  the  Company  changed  it's  method  of  accounting  for  a
      subsidiary to reflect the minority interest.  The financial statements for
      1994 and 1995 have been reclassified to conform to this presentation.

2.  Investment Information

  a) Statutory  Deposits:  Securities  with a carrying  value of  $2,460,000 
     and $2,639,000  were  deposited by the Company  under  requirements  of 
     regulatory authorities as of December 31, 1996 and 1995, respectively.


                                      F-11
<PAGE>

2.  Investment Information - (continued)

   (b) Net Investment  Income:  An analysis of net  investment  income is as 
       follows  (in thousands):

<TABLE>
<CAPTION>


                                                           Years ended  December  31,
                                                        1996          1995       1994
                                                       -------    --------   --------
      
     <S>                                             <C>        <C>          <C>                                           
      Fixed maturities                                $164,548     138,341    $109,826
      Equity securities                                    219         225         241
      Mortgage loans                                    22,797      19,399      14,655
      Real estate                                        2,125         997       1,584
      Policy loans                                     314,020     268,454     108,453
      Cash and short-term investments                    2,924       4,348       1,684
          Other invested assets                          2,549       6,129       4,070
                                                    ----------  ----------  ----------
            Total investment income                    509,182     437,893     240,513

      Investment expenses                                4,521       2,210       1,301
                                                    ---------- -----------  -----------

            Net investment income                     $504,661    $435,683    $239,212
                                                      ========    ========     ========
</TABLE>


(c)  Investment  Gains and Losses:  The net realized  capital gains (losses) and
  change in unrealized  appreciation  (depreciation)  of  investments  for 1996,
  1995 and 1994 are summarized below (in thousands):

<TABLE>
<CAPTION>

                                                         Years  ended  December 31,
                                                         -------------------------
                                                         1996       1995      1994  
                                                         --------------------------
<S>                                                  <C>       <C>        <C>                                                       
                                                                                                
   Net realized (losses) gains on investments:
      Fixed maturities                                $    (79)$      (166)  $   (10)
      Equity securities                                     28         712       442
      Mortgage loans                                         -      (1,000)   (1,223)
      Other invested assets                                  -          37     2,744
                                                 ------------- -----------  --------
      Net realized gains                              $    (51)   $   (417)  $ 1,953
                                                     ==========  ==========  =========


   Change in unrealized appreciation 
       (depreciation) of investments: 
        Fixed maturities                             $ (58,659)    $168,561  $(90,779)
      Equity securities                                  1,517           69       293
          Other invested assets                          6,897        1,373     5,582
                                                     -----------   --------------------
      Net change in unrealized appreciation
       (depreciation) of investments                 $ (50,245)   $170,003  $(84,904)
                                                     ==========   ========  =========
</TABLE>


      Proceeds from the sale of  investments  in fixed  maturities  during 1996,
      1995  and   1994   were   $40,098,000,   $36,678,000,   and   $17,431,000,
      respectively.

      During  1996,  1995 and  1994,  gross  gains of  $176,000,  $109,000,  and
      $394,000,  respectively,  and gross  losses  of  $255,000,  $275,000,  and
      $404,000,  respectively,  were realized on  dispositions of fixed maturity
      investments.



                                      F-12
<PAGE>
                                    


2. Investment Information - (continued)

      During  1996,  1995 and  1994,  gross  gains  of  $28,000,  $712,000,  and
      $442,000, respectively, were realized on disposition of equity securities.

   (d)Market  Value  of  Fixed   Maturities  and  Unrealized   Appreciation   of
      Investments:  At December 31, 1996 and 1995,  unrealized  appreciation  of
      investments in equity securities  (before applicable taxes) included gross
      gains of  $2,265,000  and  $833,000  and  gross  losses  of  $235,000  and
      $320,000, respectively.

      The amortized  cost and estimated  market values of  investments  in fixed
      maturities at December 31, 1996 and 1995 are as follows (in thousands):
<TABLE>
<CAPTION>

                                                     Gross     Gross
      1996                            Amortized   Unrealized  Unrealized  Market
                                      Cost        Gains       Losses      Value
      -----                           ---------   ----------  ---------   ------
     <S>                           <C>          <C>        <C>       <C>    
      
     Fixed maturities:
       U.S. Government and government
         agencies and authorities    $  47,848     $ 7,814        $151   $55,511
       States, municipalities and
         political subdivisions        327,944      15,525       1,934   341,535
       Foreign governments              33,340       2,855         113    36,082
       All other corporate           1,781,448      71,994      15,244 1,838,198
                                     ---------  ----------  ---------- ---------

      Total fixed maturities        $2,190,580     $ 98,188  $ 17,442 $2,271,326
                                     =========  ========== ==========  =========
</TABLE>
<TABLE>
<CAPTION>




                                                     Gross        Gross
      1995                            Amortized   Unrealized  Unrealized  Market
                                      Cost        Gains       Losses      Value
     ------                           ---------   ----------  ----------  ------
<S>                                <C>          <C>        <C>         <C>    
      

     Fixed maturities:
       U.S. Government and government
         agencies and authorities    $  45,872   $  12,144  $       -   $  58,016
       States, municipalities and
         political subdivisions        345,049      22,975         24     368,000
       Foreign governments              30,515       4,158         30      34,643
       All other corporate           1,402,424     106,513       6,331  1,502,606
                                    ----------   ---------  ----------  ---------

      Total fixed maturities        $1,823,860  $  145,790  $   6,385  $1,963,265
                                     =========   ========= ==========  =========
</TABLE>





                                      F-13
<PAGE>
                                    



2. Investment Information - (continued)

      The  amortized  cost and  estimated  market  value  of  fixed  maturities,
      available  for sale at December 31, 1996,  by  contractual  maturity,  are
      shown  below  (in  thousands).   Actual   maturities   could  differ  from
      contractual  maturities  because  certain  borrowers may have the right to
      call or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>

                                                                    Estimated
                                                  Amortized         Market
                                                  Cost              Value
<S>                                            <C>              <C>   

      Due in one year or less                  $   74,325        $   76,640
      Due after one year through five years       598,151           615,822
      Due after five years through ten years      818,547           849,841
      Due after ten years                         699,557           729,023
                                                ---------         ---------

                                               $2,190,580        $2,271,326
</TABLE>

   (e)CMO's:  CMO's are U.S.  Government and Government agency backed and triple
      A-rated  securities.  In the preceding table,  CMO's are included in other
      corporate  fixed  maturities.  At December  31, 1996 and 1995,  the market
      value  of  the  CMO   portfolio   was   $435,313,000   and   $457,111,000,
      respectively;  the estimated amortized cost was approximately $419,276,000
      in 1996 and  $433,481,000  in 1995. The Company's CMO portfolio is readily
      marketable.  There were no derivative (high risk) CMO securities contained
      in the portfolio at December 31, 1996.

   (f)Fixed Maturities  Below  Investment  Grade: At December 31, 1996 and 1995,
      the fixed  maturities held by the Company that were below investment grade
      had  an  aggregate   amortized  cost  of  $136,502,000   and  $74,622,000,
      respectively,   and  an  aggregate   market  value  of  $135,218,000   and
      $73,894,000, respectively.

   (g) Non-income Producing Assets: Non-income producing assets were 
       insignificant.

   (h)Investments  Greater than 10% Equity:  The market value of  investments in
      the  following  companies and  institutions  exceeded 10% of the Company's
      total stockholders' equity at December 31, 1996 (in thousands):

      Fixed Maturities:
      Ford Motor Credit Corporation         $   38,202
      GMAC                                  $   49,541

      Other Invested Assets:
      Equity Linked Investors II, L.P.      $   43,808




                                      F-14
<PAGE>
                                    



3.  Deferred Policy Acquisition Costs

      The following reflects the policy acquisition costs deferred (commissions,
      direct  solicitation  and other  costs)  which will be  amortized  against
      future  income and the  related  current  amortization  charged to income,
      excluding  certain  amounts  deferred and amortized in the same period (in
      thousands).  The  1996  and  1995  amortization  includes  $6,096,000  and
      $9,455,000,  respectively,  to recognize excess loss experienced on credit
      insurance.

<TABLE>
<CAPTION>


                                                   Years  ended  December 31,
                                                   ---------------------------
                                                    1996      1995        1994
                                                    ---------------------------

     <S>                                        <C>         <C>          <C>  
     
      Balance at beginning of year               $60,625     $54,474     $39,568
      Acquisition costs deferred                  43,534      35,008      29,442
      Amortization charged to income             (19,872)    (28,857)    (14,536)
                                                 -------    --------    --------
      Balance at end of year                     $84,287     $60,625     $54,474
                                                 =======     =======     =======
</TABLE>


4.  Future Policy Benefits and Policyholders' Funds on Deposit

(a)The  analysis  of the future  policy  benefits  and  policyholders'  funds on
   deposit at December 31, 1996 and 1995 follows (in thousands):
<TABLE>
<CAPTION>


                                                          1996              1995
                                                    ----------          --------
     <S>                                          <C>               <C>          
      Future Policy Benefits:
      Long duration contracts                       $  624,659       $   556,669
      Short duration contracts                           5,861             9,818
                                                   -----------      ------------
                                                    $  630,520       $   566,487
                                                    ==========       ===========

      Policyholders' funds on deposit:
      Annuities                                   $  1,082,217       $   944,629
      Universal life                                   130,413           171,564
      Guaranteed investment contracts (GICs)           278,680           249,844
      Corporate owned life markets                   2,314,149         3,204,912
           Other investment contracts                    4,636             4,046
                                                 -------------       -----------

                                                    $3,810,095        $4,574,995
                                                    =========          =========
</TABLE>


   (b)Long duration contract liabilities included in future policy benefits,  as
      presented in the table above, result from traditional life products. Short
      duration contract  liabilities are primarily accident and health products.
      The liability for future policy benefits has been  established  based upon
      the following assumptions:

       (i)  Interest  rates for  traditional  life  insurance  products  are 9.5
        percent  graded to 7.0 percent over 30 years.  The  liability for future
        policy benefits for universal life insurance has been established  using
        FASB 97 and  assumes a 1.0 percent  investment  margin.  Interest  rates
        (exclusive of immediate/terminal funding annuities),  which vary by year
        of  issuance  and  products,  range from 3.0  percent  to 10.0  percent.
        Interest rates on immediate/terminal  funding annuities are at a maximum
        of 12.2 percent and grade to not greater than 7.5 percent.

      (ii)  Mortality  and  withdrawal  rates are based upon  actual  experience
        modified to allow for  variations in policy form.  The weighted  average
        lapse rate, including  surrenders,  for individual life approximated 1.9
        percent.


                                      F-15
<PAGE>



4.  Future Policy Benefits and Policyholders' Funds on Deposit - (continued)

   (c)The liability  for  policyholders'  funds on deposit has been  established
      based on the following assumptions:

       (i)  Interest  rates  credited  on  deferred  annuities  vary  by year of
        issuance  and range from 3.0 percent to 8.0 percent.  Credited  interest
        rate  guarantees  are  generally  for a period of one  year.  Withdrawal
        charges generally range from 6.0 percent to 10.0 percent grading to zero
        over a period of 6 to 10 years.

      (ii) GICs have market value withdrawal  provisions for any funds withdrawn
      other than benefit responsive payments.  Interest rates credited generally
      range from 4.7  percent to 8.1 percent  and  maturities  range from 2 to 7
      years.

     (iii)  Interest  rates  on  corporate-owned  life  insurance  business  are
      guaranteed  at 4.0 percent and the weighted  average rate credited in 1996
      was 9.4 percent.

     (iv) The universal life funds,  exclusive of corporate owned life insurance
      business,  have credited  interest rates of 5.9 percent to 7.5 percent and
      guarantees  ranging from 3.5 percent to 5.5 percent  depending on the year
      of issue.  Additionally,  universal  life funds are  subject to  surrender
      charges  that amount to 10.0 percent of the fund balance and grade to zero
      over a period not longer than 20 years.

5.  Income Taxes

   (a)The  Federal  income tax rate  applicable  to  ordinary  income is 35% for
      1996, 1995 and 1994. Actual tax expense on income from operations  differs
      from the  "expected"  amount  computed by applying the Federal  income tax
      rate because of the following (in thousands except percentages):
<TABLE>
<CAPTION>


                                       Years   ended   December 31,
                                  1996               1995             1994
                                Percent             Percent           Percent
                                  of                  of                of
                                pre-tax             pre-tax           pre-tax
                               operating           operating         operating
                            Amount    Income    Amount    Income  Amount  Income
                            ----------------    ----------------  --------------

<S>                        <C>     <C>      <C>         <C>     <C>      <C>
 
"Expected" income tax
    expense                $ 18,125  35.0%   $ 12,155     35.0% $ 8,436   35.0%
 Prior year federal                                              
    income tax benefit          (51) (0.1)       (798)     (2.3)      -      -
     State income tax           850   1.6         894       2.6      197    0.8
 Other                          677   1.3         119       0.3       35    0.2
                           --------- ----      --------- ------  -------   -----
 Actual income tax expense   $19,601  37.8%   $ 12,370     35.6% $ 8,668   36.0%
                             =============     ========    ====   =======   ====
</TABLE>


                                      F-16
<PAGE>

5.  Income Taxes - (continued)

   (b) The  components  of the net  deferred  tax  liability  were  as  follows
       (in thousands):
<TABLE>
<CAPTION>

                                                     Years ended December 31,
                                                           1996         1995
<S>                                                     <C>       <C>    
                                                            
   Deferred tax assets:
  Adjustment to life reserves                           $41,522      $24,940
  Adjustments to mortgage loans and investment income     2,531        2,546
  Adjustment to policy and contract claims               10,687       11,725
  Other                                                   2,585        1,232
                                                         57,325       40,443
                                                       ---------     --------

   Deferred tax liabilities:
      Deferred policy acquisition costs          $       23,047      $ 13,040
      Unrealized appreciation on investments             33,823        47,209
      Bond discount                                       4,085         3,458
      Other                                               2,083         1,321
                                                     ----------      ---------
                                                         63,038        65,028
                                                      ---------       --------

      Net deferred tax liability                    $     5,713      $ 24,585
                                                     ==========       ========

</TABLE>

   (c)At  December  31,  1996,  accumulated  earnings of the Company for Federal
      income tax purposes include  approximately  $2,204,000 of  "Policyholders'
      Surplus"  as  defined  under  the  Code.  Under  provisions  of the  Code,
      "Policyholders'  Surplus" has not been currently  taxed but would be taxed
      at  current  rates if  distributed  to the  Parent.  There  is no  present
      intention to make cash  distributions  from  "Policyholders'  Surplus" and
      accordingly, no provision has been made for taxes on this amount.

   (d)Income  taxes  paid in 1996,  1995,  and  1994  amounted  to  $25,412,000,
      $26,030,000, and $25,052,000, respectively.


6.  Commitments and Contingencies

      The Company,  in common with the insurance industry in general, is subject
      to litigation, including claims for punitive damages, in the normal course
      of their business.  The Company does not believe that such litigation will
      have a material effect on its operating results and financial condition.

7.  Fair Value of Financial Instruments

   (a)Statement of Financial  Accounting  Standards No. 107  "Disclosures  about
      Fair Value of Financial  Instruments"  (FASB 107)  requires  disclosure of
      fair  value  information  about  financial  instruments  for  which  it is
      practicable to estimate such fair value.  These financial  instruments may
      or may not be recognized in the balance sheet.  In the  measurement of the
      fair value of certain of the financial  instruments,  quoted market prices
      were not available and other  valuation  techniques  were utilized.  These
      derived fair value estimates are significantly affected by the assumptions
      used. FASB 107 excludes  certain  financial  instruments,  including those
      related to insurance contracts.


                                      F-17
<PAGE>



7.  Fair Value of Financial Instruments - (continued)

      The  following  methods  and  assumptions  were  used  by the  Company  in
      estimating the fair value of the financial instruments presented:

      Cash and short term  investments:  The  carrying  amounts  reported in the
      balance sheet for these instruments approximate fair values.

      Fixed  maturities:  Fair values for fixed maturity  securities  carried at
      market value are generally  based upon quoted market  prices.  For certain
      fixed maturities for which market prices were not readily available,  fair
      values were  estimated  using values  obtained  from  independent  pricing
      services.

      Equity  securities:  Fair  values  for equity  securities  were based upon
      quoted market prices.

      Mortgage and policy loans:  Where  practical,  the fair values of loans on
      real estate were estimated using discounted cash flow  calculations  based
      upon the  Company's  current  incremental  lending  rates for similar type
      loans.  The fair value of the  policy  loans  were not  calculated  as the
      Company  believes it would have to expend excessive costs for the benefits
      derived.  Therefore,  the fair  value of  policy  loans was  estimated  at
      carrying value.

      Interest rate cap:  Fair values for the interest  rate cap were  estimated
      using values obtained from an independent pricing service.

      Policyholders'  funds on  deposit:  Fair  value of  policyholder  contract
      deposits were estimated using discounted cash flow calculations based upon
      interest rates  currently being offered for similar  contracts  consistent
      with those remaining for the contracts being valued.

   (b) The fair value and carrying  amounts of financial  instruments 
       is as follows (in thousands):

<TABLE>
<CAPTION>



      1996                                             Fair        Carrying
                                                       Value       Amount
     <S>                                       <C>           <C>    

      Cash and short-term investments           $    105,816  $    105,816
      Fixed maturities                             2,271,326     2,271,326
      Equity securities                                5,578         5,578
      Mortgage and policy loans                    2,183,873     2,171,324
         Interest rate cap                                75            94

      Policyholders' funds on deposit            $ 3,832,601   $ 3,810,095

      1995                                            Fair        Carrying
                                                       Value       Amount
      Cash and short-term investments           $    203,784  $    203,784
      Fixed maturities                             1,963,265     1,963,265
      Equity securities                                4,990         4,990
      Mortgage and policy loans                    3,216,321     3,200,853
         Interest rate cap                               144           170

      Policyholders' funds on deposit            $ 4,592,841   $ 4,574,995


</TABLE>
                                      F-18
<PAGE>




8.  Stockholders' Equity

   (a)The  maximum  stockholder   dividend  which  can  be  paid  without  prior
      regulatory  approval  is subject to  restrictions  relating  to  statutory
      surplus and statutory net gain from operations. These restrictions limited
      payment of dividends to  $39,027,000  during 1996,  however,  no dividends
      were paid during the year.

   (b)The  Company's  stockholders'  equity as  determined  in  accordance  with
      statutory  accounting  practices was $221,567,000 at December 31, 1996 and
      $176,952,000  at  December  31,  1995.  Statutory  net income  amounted to
      $47,074,000,  $39,712,000,  and  $47,002,000  for  1996,  1995  and  1994,
      respectively.

9.  Employee Benefits

   (a)The   Company   participates   with  its   affiliates   in  a   qualified,
      non-contributory,  defined  benefit  pension plan which is administered by
      the Parent. All qualified employees who have attained age 21 and completed
      twelve months of continuous  service are eligible to  participate  in this
      plan.  An employee  with 5 or more years of service is entitled to pension
      benefits  beginning at normal retirement age 65. Benefits are based upon a
      percentage of average final  compensation  multiplied by years of credited
      service limited to 44 years of credited service. Prior to January 1, 1996,
      the average final compensation is subject to certain  limitations.  Annual
      funding  requirements  are determined based on the "projected unit credit"
      cost method which  attributes  a pro rata  portion of the total  projected
      benefit  payable at normal  retirement  to each year of credited  service.
      Pension  expense for current  service costs,  retirement  and  termination
      benefits  for the  years  ended  December  31,  1996,  1995 and 1994  were
      approximately $400,000, $304,000, and $179,000, respectively. The Parent's
      plans do not separately  identify  projected benefit  obligations and plan
      assets  attributable  to  employees  of  participating   affiliates.   The
      projected  benefit  obligations  exceeded  the plan assets at December 31,
      1996 by $42,149,000.

   (b)The Parent also sponsors a voluntary  savings plan for domestic  employees
      (a 401(k)  plan),  which,  during the two years ended  December  31, 1994,
      provided for salary  reduction  contributions  by  employees  and matching
      contributions  by  the  Parent  of  up  to 2  percent  of  annual  salary.
      Commencing  January  1,  1995,  the  401(k)  plan  provided  for  matching
      contributions  by the Parent of up to 6 percent of annual salary depending
      on the employee's years of service.

   (c)In addition to the Parent's  defined  benefit pension plan, the Parent and
      its  subsidiaries  provide a  post-retirement  benefit program for medical
      care and life  insurance.  Eligibility  in the various  plans is generally
      based upon  completion  of a  specified  period of  eligible  service  and
      reaching a specified age.

   (d)The  Parent  applies  APB  Opinion  25  "Accounting  for  Stock  issued to
      Employees"  and  related  interpretations  in  accounting  for its  plans.
      Employees  of the Company  participate  in certain  stock option and stock
      purchase  plans of the Parent.  In general,  under the stock  option plan,
      officers  and other key  employees  are granted  options to  purchase  AIG
      common  stock at a price not less than  fair  market  value at the date of
      grant. In general,  the stock purchase plan provide for eligible employees
      to receive privileges to purchase AIG common stock at a price equal to 85%
      of the fair market value on the date of grant of the  purchase  privilege.
      The Parent has not  recognized  compensation  costs for either  plan.  The
      effect of the compensation costs, as determined consistent with
      FASB  123,  was not  computed  on a  subsidiary  basis,  but  rather  on a
      consolidated  basis for all  subsidiaries  of the Parent and therefore are
      not presented herein.


                                      F-19
<PAGE>





10.  Leases

   (a)The  Company  occupies  leased  space  in  many  locations  under  various
      long-term  leases  and  has  entered  into  various  leases  covering  the
      long-term  use of data  processing  equipment.  At December 31, 1996,  the
      future minimum lease payments under  operating  leases were as follows (in
      thousands):

            Year                          Payment

      1997                               $  3,833 
      1998                                  2,785    
      1999                                  1,846    
      2000                                  1,596    
      2001                                  1,471    
      Remaining years after 2001            4,414
                                           -------

                                     Total $15,945
                                           -------
                                           -------
      Rent expense approximated $4,263,000,  $3,764,000,  and $3,542,000 for the
      years ended December 31, 1996, 1995 and 1994, respectively.

   (b) Sublease Income -The Company does not participate in sublease agreements.


11.  Reinsurance

   (a)The  Company  reinsures  portions  of its life  and  accident  and  health
      insurance  risks with  unaffiliated  companies.  Life insurance  risks are
      reinsured  primarily under coinsurance and yearly renewable term treaties.
      Accident  and  health  insurance  risks  are  reinsured   primarily  under
      coinsurance,  excess of loss and quota share treaties. Amounts recoverable
      from reinsurers are estimated in a manner  consistent with the assumptions
      used for the underlying  policy  benefits and are presented as a component
      of  reinsurance  assets.  A  contingent  liability  exists with respect to
      reinsurance  ceded to the extent that any  reinsurer is unable to meet the
      obligations assumed under the reinsurance agreements.

      The Company  also  reinsures  portions of its life and accident and health
      insurance risks with affiliated companies (see Note 12). The effect of all
      reinsurance  contracts,  including  reinsurance assumed, is as follows (in
      thousands, except percentages):
<TABLE>
<CAPTION>

                                                                                 Percentage
                                                                                 of Amount
December 31, 1996                                                                 Assumed
                            Gross       Ceded          Assumed           Net       to Net
                            -----       -----          -------           ---      --------
<S>                    <C>          <C>            <C>           <C>              <C>   

Life Insurance in Force $53,854,456 $17,392,184      $ 605,831    $37,068,103     1.6%
                        ===========    ============  ===========  =============
 
   Premiums:
    Life                  187,886       49,150             327        139,063      -
    Accident and Health    97,971       28,359         107,447        177,059     60.7%
    Annuity                78,358            -               -         78,358      -
        ---------------   ---------   ----------     ----------     ----------                

   Total Premiums        $ 364,215      $77,509      $ 107,774       $394,480     27.3%
                       ============  ============   =============  =============
</TABLE>




                                      F-20
<PAGE>


11.  Reinsurance - (continued)

<TABLE>
<CAPTION>
                                                                                 Percentage
                                                                                  of Amount
   December 31, 1995                                                              Assumed
                                  Gross       Ceded     Assumed        Net        to Net
   <S>                      <C>             <C>         <C>         <C>          <C>   

    Life Insurance in Force $48,644,007     $16,635,298  $58,966    $32,067,675
                           ===========     ===========  ==========    ===========   0.2%

      Premiums:
       Life                  184,981          33,768      1,670     152,883         1.1%
       Accident and Health    72,473          16,800     93,060     148,733        62.6%
       Annuity                62,886                -       -         62,886
                      --------------     ---------------------------------------
             -

      Total Premiums   $     320,340         $50,568    $ 94,730   $ 364,502        26.0%
                       ========================== ==========    =============
</TABLE>

<TABLE>
<CAPTION>

                                                                                 Percentage
                                                                                 of Amount
   December 31, 1994                                                              Assumed
                              Gross        Ceded             Assumed       Net    to Net
     <S>                    <C>         <C>            <C>             <C>       <C>    

    Life Insurance in Force$38,375,181     $16,500,870  $   19,298    $21,893,609   0.1%
                           ===========     ===========  ==========    ===========
       

      Premiums:
       Life                  130,716        7,233             (10)     123,473        -
       Accident and Health    66,026       13,949           79,810     131,887      60.5%
       Annuity                10,630            -               -      10,630         -
                      --------------     ----------------------------------------
           

      Total Premiums   $     207,372$      21,182     $    79,800   $    265,990    30.0%
                       ==========================      ==========   ============
</TABLE>

   (b) The maximum amount retained on any one life by the Company is $1,000,000.

   (c)Reinsurance   recoveries,   which  reduced   death  and  other   benefits,
      approximated $54,456,000, $51,264,000, and $34,252,000,  respectively, for
      each of the years ended December 31, 1996, 1995 and 1994.

      The Company's reinsurance arrangements do not relieve the Company from its
      direct obligation to its insureds.
                                  

12.  Transactions with Related Parties

   (a)The  Company  is  party  to  several   reinsurance   agreements  with  its
      affiliates  covering certain life and accident and health insurance risks.
      Premium  income and  commission  ceded for 1996 amounted to $1,345,000 and
      $0, respectively. Premium income and commission ceded for 1995 amounted to
      $1,269,000 and $1,000,  respectively.  Premium income and commission ceded
      to  affiliates  amounted  to  $1,267,000  and  $2,000  for the year  ended
      December 31, 1994.  Premium income and ceding  commission  expense assumed
      from affiliates aggregated $103,885,000 and $27,609,000, respectively, for
      1996, compared to $90,688,000 and $23,422,000, respectively, for 1995, and
      $75,005,000 and $20,374,000, respectively for 1994.


                                      F-21
<PAGE>







12.  Transactions with Related Parties - (continued)

   (b)The  Company  is  party  to  several  cost  sharing  agreements  with  its
      affiliates.  Generally,  these  agreements  provide for the  allocation of
      costs upon either the specific identification basis or a proportional cost
      allocation basis which management believes to be reasonable. For the years
      ended  December  31,  1996,   1995  and  1994,  the  Company  was  charged
      $28,277,000,  $23,193,000,  and  $21,392,000,  respectively,  for expenses
      attributed  to the Company but  incurred  by  affiliates.  During the same
      period, the Company received  reimbursements  from affiliates  aggregating
      $17,598,000,   $14,496,000,  and  $13,383,000,   respectively,  for  costs
      incurred by the Company but attributable to affiliates.

   (c) During 1996, the Company purchased  1,500,000 shares of AIG Life Ireland,
LTD., a subsidiary.


<PAGE>

                                    PART C


<PAGE>



                                      II-1
<PAGE>


                                    PART C
                               OTHER INFORMATION

Item 24.      Financial Statements and Exhibits.

     a.      Financial Statements (filed herewith electronically)

     b.      Exhibits

              1.       Resolution   of  Board  of  Directors  of  the  Company
                       authorizing the establishment of the Variable Account*

              2.       Not Applicable

              3.(i)    Principal Underwriter's Agreement**
                 (ii)  Broker-Dealer Agreement**
                (iii)  General Agency Agreement***
                 (iv)  Distribution Agreement***
                (v)    Buy-Sell Agreement #

              4.       Form of Annuity Contract
                 (i)   Old Contract #
                (ii)   New Contract ####

              5.       Application for Annuity Contract#

              6.(i)    Copy of Articles of Incorporation of the Company*
                (ii)   Copy of the Bylaws of the Company*

              7.       Not Applicable

              8.       Administrative Agreement* (filed confidentially)
              9.       Opinion of Counsel (filed herewith electronically)

             10.(i)    Consent of Counsel (filed herewith electronically)
                  (ii) Consent  of  Independent  Accountants  (filed  herewith
                       electronically)

             11.       Not Applicable

             12.       Agreement Governing Contribution*

             13.       Performance Data##

             14.       Financial Data Schedule (not applicable)

   
             15.       Powers of Attorney(filed herewith electronically)
    

   *    Incorporated  by  reference to initial  filing on Form N-4,  (File No.
        33-16708) filed on October 7, 1986.

   **   Incorporated  by reference to  Post-Effective  Amendment No. 3 to Form
        N-4 (File No. 33-16708), filed on May 1, 1989.

   ***  Incorporated  by reference to  Post-Effective  Amendment No. 4 to Form
        N-4 (File No. 33-16708), filed on May 1, 1990.

   #    Incorporated  by reference to  Registrant's  Post-Effective  Amendment
        No. 2 to Form N-4 (File No. 33-39171) filed on April 30, 1992.

   ##   Incorporated  by reference to  Registrant's  Post-Effective  Amendment
        No. 3 to Form N-4 (File No. 33-39171) filed on May 1, 1993.

   ###  Incorporated  by  reference  to  Post-Effective  Amendment  No.  7 for
        Variable  Account II on Form S-6 (File No. 33-18301) filed on December
        8, 1994.
   
   ####  Incorporated  by  reference  to  Post-Effective  Amendment  No. 9 for
         Variable Account I on Form  N-4    (FileNo. 33-19171) filed 
         on May 1, 1996



                                      II-2
<PAGE>




Item 25.      Directors and Officers of the Depositor.
    

        The following are the Officers and Directors of the Company:

Officers:
Name and Principal                         Position and Offices
Business Address                           with  the Company

   
Ernest E. Stempel(1)                       Director &Chairman of the Board
Robert J. O'Connell(2)                     Director,  Chief Executive  Officer
                                           &President
Michele L. Abruzzo(2)                      Senior Vice President
James A. Bambrick(2)                       Senior Vice President
Howard Gunton(3)                           Vice  President & Comptroller
Jeffrey M. Kestenbaum(2)                   Senior  Vice President
Robert Liguori(3)                          Vice President and Counsel
Edward E. Matthews(1)                      Director,  Senior Vice  President -
                                           Finance
Jerome T. Muldowney(4)                     Director,   Vice President -
                                           Domestic Investments
Michael Mullin(3)                          VicePresident
Nicholas A. O'Kulich(1)                    Director, Vice  President & Treasurer
John R. Skar(3)                            Director,Vice President Chief Actuary
Gerald W. Wyndorf(2)                       Director& Executive   VicePresident
Elizabeth M. Tuck(1)                       Secretary - Corporate
Maurice R.Greenerg(1)                      Director
Edwin A.G Manton (1)                       Director
Win J. Neuger (1)                          Director
Howard I. Smith (1)                        Director
    

   (1)  Business address is:  70 Pine Street, New York, New York 10270
   (2)  Business address is:  80 Pine Street, New York, New York 10005
   (3)  Business address is:  One Alico Plaza, Wilmington, Delaware 19801
   (4)  Business address is:  One Chase Plaza, New York, New York 10005




                                      II-3
<PAGE>







Directors:
Name                                       Address
M.R. Greenberg                             American International Group, Inc.
                                           70 Pine Street
                                           New York, New York 10270

Edwin A.G. Manton                          American International Group, Inc.
                                           70 Pine Street
                                           New York, New York 10270

Edward E. Matthews                         American International Group, Inc.
                                           70 Pine Street
                                           New York, New York 10270

Jerome T. Muldowney                        American International Group, Inc.
                                           One Chase Plaza
                                           New York, New York 10005

Win J. Neuger                              American International Group, Inc.
                                           70 Pine Street
                                           New York, New York 10270

Robert J. O'Connell                        American International Group, Inc.
                                           80 Pine Street
                                           New York, New York 10005

Nicholas A. O'Kulich                       American International Group, Inc.
                                           70 Pine Street
                                           New York, New York 10270

John R. Skar                               AIG Life Insurance Company
                                           One Alico Plaza
                                           Wilmington, DE   19801

Howard I. Smith                            AmericanInternational Group, Inc.    
                                           70 Pine Street
                                           New York, New York 10270

Ernest E. Stempel                           American International Companies
                                           70 Pine Street
                                           New York, New York 10270

Gerald W. Wyndorf                          American International Companies
                                           80 Pine Street
                                           New York, New York 10005




                                      II-4
<PAGE>






Item 26.      Persons   Controlled  by  or  Under  Common   Control  with  the
Depositor or Registrant

                       See Chart of Ownership, Exhibit C26



Item 27.      Number of Contract Owners.

   
   There were approximately 9,910 contractholders as of March 31, 1997
    



Item 28.      Indemnification

   Incorporated  by reference to initial Form N-4 (File No.  33-9144) filed on
October 7,  1986,  by American  International  Life  Assurance  Company of New
York, an affiliate of Registrant.


Item 29.      Principal Underwriter

   a.        AIG Equity  Sales Corp.  also acts as the  principal  underwriter
             for other  separate  accounts  of the  Depositor,  as well as the
             separate  accounts  of  American   International  Life  Assurance
             Company of New York,  and for the AIG All Ages Funds,  Inc. These
             are affiliated companies.

   b.        The  following  information  is provided  for each  director  and
             officer of the Principal Underwriter:

             Name and Principal            Positions and Offices
             Business Address              with Underwriter

   
             Michele L. Abruzzo(1)         Director and President
             Kevin Clowe (2)               Director and Vice President

             Edward E. Matthews(1)         Director and Chairman of the Board

             Jerome T. Muldowney(3)        Director
             Robert J. O'Connell(1)        Director
             Ernest E. Stempel(2)          Director
             Kenneth F. Judkowitz(1)       Treasurer,Comptroller, VicePresident
             Philomena Scamardella(1)      Vice President and Senior
                                           Compliance Officer

             Florence Davis(2)             Director and General Counsel
             Elizabeth M. Tuck(2)          Secretary
             Daniel Keith Kingsbury(2)     Vice President

             (1) Business address is:  80 Pine Street, New York, N Y 10270.
             (2) Business address is: 70 Pine Street, New York, NY 10270
             (3) Business  address is: One Chase  Manhattan  Plaza,  57th Flr,
New York, NY 10005
    






                                      II-5
<PAGE>

>


   c.                    
  Name of         Underwriting           
  Principal       Discounts           Compensation on  Brokerage   
  Underwriter     and Commissions     Redemptions      Commissions Compensation
 

 AIG Equity Sales   $83,483               $0            $0           $0
Corp.
  




Item 30.      Location of Accounts and Records.

   Kenneth F. Judkowitz,  Assistant Vice President of the Company, whose address
is 80 Pine Street, New York, New York 10005,  maintains  physical  possession of
the  accounts,  books  or  documents  of the  Variable  Account  required  to be
maintained by Section 31(a) of Investment Act of 1940 and the rules  promulgated
thereunder.



Item 31.      Management Services.

        Not Applicable


                                      II-3
<PAGE>

Item 32.      Undertakings.

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

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

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

   d.   Registrant  represents  that in  connection  with  403(b)  Plans,  it is
        relying on the November 28, 1988  no-action  letter issued by the SEC to
        the American Council of Life Insurance.

   e.   Registrant  represents that Variable Account I meets the definition of a
        separate account under the federal securities laws.


   
  f.  Registrant  represents  that the  fees  and  charges  deducted  under  the
contracts  covered  by  this  registration   statement,  in  the  aggregate  are
reasonable  in relation to the services  rendered,  the expenses  expected to be
incurred, and the risks assumed by the company.
    


                                      II-4
<PAGE>


                                                               

Subsidiaries of American International Group, Inc.

<TABLE>
<CAPTION>

                                                                                   % of Voting   
                                                                                   Securities    
                                                                                   Owned by its  
                                                                 Jurisdiction of   Immediate      
Name of Corporation                                               Incorporation    Parent(1)      
<S>                                                             <C>              <C>    
                                                                                   
Starr                                                            Delaware          (2)      
SICO                                                             Panama            (2)      
   AIG (Registrant)(3)                                           Delaware          (4)                   
      AICCO                                                      New Hampshire    100%            
      AIG Asset Management Group, Inc.                           Delaware         100%            
      AIG Aviation, Inc.                                         Georgia          100%            
      AIG Capital Corp.                                          Delaware         100%            
      AIG Capital Management Corp.                               Delaware         100%            
      AIG Capital Partners, Inc.                                 Delaware         100%            
      AIG Claim Services, Inc.                                   Delaware         100%            
      AIG Consumer Finance, Inc.                                 Delaware         100%            
               AIG Financial Products Corp.                      Delaware         100%            
               AIG Funding, Inc.                                 Delaware         100%            
               AIG Global Investment Group, Inc.                 Delaware         100%            
      AIG Global Trade & Political Risk Insurance Company        New Jersey       100%            
      AIG Life Insurance Company                                 Delaware         78.9%(5)        
      AIG Life Insurance Company of Puerto Rico                  Puerto Rico      100%            
      AIG Marketing, Inc.                                        Delaware         100%            
      AIG Realty, Inc.                                           New Hampshire    (6)             
         American International Realty Corp.                     Delaware         100%            
      AIG Risk Management, Inc.                                  New York         100%            
      AIG Trading Group Inc.                                     Delaware          80%            
      AIU Insurance Company                                      New York         52%(7)          
      AIU North America, Inc.                                    New York         100%            
    American Home                                                New York         100%            
      AIG Hawaii Insurance Company, Inc.                         Hawaii           100%            
      American International Insurance Company                   New York         100%            
          American International Insurance Company of Californ   California       100%        
          American International Insurance Company of New Jersey NewJersey        100%             
                   Minnesota Insurance Company                   Minnesota        100%             
      Transatlantic Holdings, Inc.                               Delaware        34.02%(8)        
   American International Group Data Center, Inc.                New Hampshire     100%           
   American International Life Assurance Company of New York     New York          77.52%(9)      
   American International Reinsurance Company Limited            Bermuda           100%            
         AIA                                                     Hong Ko           100%            
            Australian American Assurance Company Limited        Australia         100%          
         American International Assurance Company (Bermuda) LimitBermuda           100%            
         Nan Shan Life Insurance Company, Ltd.                   Taiwan           94.12%          
      American International Underwriters Corporation            New York           100%            
</TABLE>





                                      II-5
<PAGE>




                                       
<TABLE>
<CAPTION>
                                                                                         
               Subsidiaries of Registrant-- (continued)                                                                   
                                                                                                  
                                                                                         % of Voting
                                                                                         Securities
                                                                                         Owned by its
                                                                         Jurisdiction of Immediate
Name of Corporation                                                     Incorporation    Parent (1)
<S>                                                                     <C>              <C>   

   AIUO                                                                   Bermuda        100%
         AIG Europe (Ireland) Ltd.                                        Ireland        100%
         Universal Insurance Co., Ltd.                                    Thailand       100%
         Interamericana Compania de Seguros Gerais (Brazil)               Brazil         100%
      La Seguridad de Centroamerica, Compania de Seguros, Sociedad AnonimaGuatemala      100%
         American International Insurance Company of Puerto Rico          Puerto Rico    100%
      La Interamerica Compania de Seguros Generales S.A.                  Colombia       100%
         American International Underwriters G.m.b.H.                     Germany        100%
      Underwriters Adjustment Company, Inc.                               Panama         100%
      American Life Insurance Company                                    Delaware        100%
            Kenya American Insurance Company Limited                      Kenya          100%
            ALICO                                                         France          89%
      Birmingham Fire Insurance Company of Pennsylvania                  Pennsylvania    100%
      China America Insurance Company, Ltd.                              Delaware         50%
            Commerce and Industry Insurance Company                      New York         100%
            Commerce and Industry Insurance Company of Canada             Ontario         100%
            Delaware American Life Insurance Company                      Delaware        100%
            Hawaii Insurance Consultants, Ltd.                            Hawaii          100%
            The Insurance Company of the State of Pennsylvania           Pennsylvania     100%
            Landmark Insurance Company                                   California       100%
            Le Metropolitana de Seguros, C. por A.                       DominicanRepublic100%
            Mt. Mansfield Company, Inc.                                   Vermont         100%
            National Union                                               Pennsylvania     100%
               American International Specialty Lines Insurance Company  Alaska           70%(10)
                     International Lease Finance Corporation             California       100%
         Lexington                                                        Delaware        70%(10)
            Jl Accident & Fire Insurance Co. Ltd.                         Japan           50%
            National Union Fire Insurance Company of Louisiana            Louisiana       100%
            NHIG Holding Corp.                                            Delaware        100%
               Audubon Insurance Company                                 Louisiana        100%
                           Audubon Indemnity Company                     Mississippi      100%
                           Agency Management Corporation                 Louisiana        100%
                  The Gulf Agency, Inc.                                  Alabama          100%
            New Hampshire                                               Pennsylvani       100%
            AlG Europe, S.A.                                            France            (11)
            A.I. Network Corporation                                    New Hampshire     100%
               Marketpac International, Inc.                            Delaware          100%
            American International Pacific Insurance Company            Colorado          100%
            American International South Insurance Company              Pennsylvania      100%
            Granite State Insurance Company                             Pennsylvania      100%
            New Hampshire Indemnity Company, Inc.                       Pennsylvania      100%
</TABLE>



                                      II-6
<PAGE>



Subsidiaries of Registrant-- (continued)
<TABLE>
<CAPTION>
                                                                                             % of Voting
                                                                                             Securities
                                                                                             Owned by its
                                                                         Jurisdiction of     Immediate
Name of Corporation                                                      Incorporation       Parent (1) 

<S>                                                                     <C>                <C> 
               Illinois National Insurance Co.                            Illinois          100%
            New Hampshire Insurance Services, Inc.                        New Hampshire     100%
             PHILAM                                                       Philippines       99%
               Pacific Union Assurance Company                            California        100%
               The Philippine American General Insurance Company, Inc.    Philippines       100%
                  Philam Insurance Company, Inc.                          Philippines       100%
                  The Philippine American Assurance Company, Inc.         Philippines       25%
Risk Specialist Companies, Inc.                                           Delaware          100%
Ticino Societa d' Assicurazioni Sulla Vita                                Switzerland       99.8%
20th Century Insurance Company of Arizona                                 Arizona           51%
UeberseeBank, AG                                                          Switzerland       100%
UGC                                                                       North Carolina    36.31%(12)
   United Guaranty Insurance Company                                      North Carolina    100%
   United Guaranty Mortgage Insurance Company                             North Carolina    100%
   United Guaranty Mortgage Insurance Company of North Carolina           North Carolina    100%
   United Guaranty Residential Insurance Company of North Carolina        North Carolina    100%
   United Guaranty Residential Insurance Company                          North Carolina    75%(13)
      United Guaranty Commercial Insurance Company of North Carolina      North Carolina    100%
      United Guaranty Commercial Insurance Company                        North Carolina    100%
      United Guaranty Credit Insurance Company                            North Carolina    100%
      United Guaranty Services, Inc.                                      North Carolina    100%
<FN>

(1)   Percentages include directors' qualifying shares.
(2)   The Directors and officers of AIG own 94.51 percent
      of the voting common stock of Starr and 81.82% of
      the voting stock of SICO. Six directors of AIG also serve
      as directors of Starr and 81.82 percent of the voting stock of SICO.
      6 directors also serve as directors of Starr and SICO.
(3)   All subsidiaries listed except for minority owned
      Transatlantic Holdings, Inc. which is included under
      the equity method, are consolidated in the accompanying 
     financial statemens. Certain subsidiaries have been omitted from
     the tabulation.  The omitted subsidiaries, when considered in
     the aggregate as a single subsidiary, do not constitute a 
     significant subsidiary.
(4)  The common stock is owned  16.1 percent by SICO, 2.4 percent by 
     Starr and 3.4 percent by the Starr foundation.
(5) Also owned 21.1% by Commerce & Industry Insurance Company. 
(6) Owned by 13 AIG subsidiaries.  
(7) Also owned 8% by The Insurance Company of the State of Pennsylvania,
    32 % by National Union, and 8% by Birmingham.
(8) Also owned 15.05% by American International Group.
(9) Also owned 22.48% by American Home.
(10)Also owned 20% by the Insurance Company of the State of Pennsylvania
    and  10% by Birmingham.
(11)100% to be held with other AIG companies.
(12)Also owned 45.88% by National Union, 16.95% by New Hampshire  and 
     0.86%by the Insurance Company of the State of Pennsylvania.
(13)Also owned 25% by United Guaranty Residential Insurance Company of
    North Carolina.   
</FN>
</TABLE>
      








                                      II-7
<PAGE>
                                     




                                  SIGNATURES


   
   As required by the Securities  Act of 1933 and the Investment  Company Act of
1940, the Registrant certifies that it meets the requirements of the Securities 
Exchange Act Rule 485(b)for effectiveness of this registrationStatement
and  has caused this Registration  Statement to be signed on its
behalf,  in the City of  Wilmington,  and State of  Delaware on this 26th day of
April, 1997.
    

                                           Variable Account I
                                                Registrant


   
                              By:  Kenneth D. Walma
                              ----------------------
                             Kenneth D. Walma, Assistant Secretary and Counsel


                                     By:  AIG Life Insurance Company
                                                  Depositor



                                 

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

     Signature                               Title                    Date


    
   

     Howard E. Gunton, Jr.*          Chief Accounting      April 15, 1997
     ---------------------           Officer 
     Howard E. Gunton, Jr.  


     Nicholas A. O'Kulich* 
     -------------------------       Director              April 24,1997
     Nicholas A.O'Kulich

     Maurice R. Greenberg*           Director              April 14, 1997
     ------------------------
     Maurice R. Greenberg

     Edwin A.G.Manton*               Director             April 16, 1997
     ----------------
     Edwin A.G.Manton

     Edward E. Matthews*             Director             April 15, 1997
     -------------------     
     Edward E. Matthews

     Jerome T. Muldowney*            Director             April 15, 1997
     -------------------
     Jerome T. Muldowney

     Win J. Neuger*                  Director             April 15, 1997
     -------------
     Win J. Neuger

     John R. Skar*                   Director             April 14, 1997 
     -------------
     John R. Skar

     Howard I. Smith*                Director             April 15, 1997 
     ----------------     
     Howard I. Smith

     Ernest E.Stempel*               Director             April 15, 1997
     ---------------------     
     Ernest E. Stempel

     Gerald W. Wyndorf*              Director             April 15, 1997
     ---------------------     
     Gerald W. Wyndorf

     Robert J. O'Connell*            Director             April 16, 1997
     ---------------------
     Robert J. O'Connell


               *By:/s/ Kenneth D. Walma
                -----------------------
                Kenneth D. Walma
                Attorney in Fact

    
<PAGE>




                                  EXHIBITS TO

                           AMENDMENT NUMBER      TO
                                   FORM N-4

                                 FOR VARIABLE

                                   ACCOUNT I


<PAGE>


                               INDEX TO EXHIBITS

Exhibit                                                     Page
   
9       Opinion of Counsel
10 (i)  Consent of Counsel
10 (ii) Consent of Independent Accountants
14      Powers of Attorneys
    


<PAGE>


                                   EXHIBIT 9

                              Opinion of Counsel


<PAGE>

   OPINION OF COUNSEL

I have made such  examination  of the law and have  examined  such  records  and
documents as in my judgment are necessary or  appropriate to enable me to render
the opinions expressed below.

I am of the following opinions:

   1.   AIG Life Insurance  Company is a valid and existing stock life insurance
        company domiciled in the State of Delaware.

   2.   Variable  Account  I  is a  separate  investment  account  of  AIG  Life
        Insurance  Company validly existing  pursuant to the Delaware  Insurance
        Laws and the Regulations thereunder.

   3.   All of the  prescribed  corporate  procedures  for the  issuance  of the
        Individual  and Group  Single and  Flexible  Premium  Deferred  Variable
        Annuity Contracts (the  "Contracts") have been followed,  and, when such
        Contracts are issued in accordance  with the  Prospectuses  contained in
        the  Registration  Statement,  all state  requirements  relating to such
        Contracts will have been complied with.

   4.   Upon the  acceptance of premiums made by Contract  Owners  pursuant to a
        Contract  issued in accordance  with the  Prospectuses  contained in the
        Registration  Statement and upon  compliance  with  applicable law, such
        Contract  Owner will have a  legally-issued,  fully paid,  nonassessable
        interest in such Contract.

This  opinion,  or a copy hereof,  may be used as an exhibit to or in connection
with  the  filing  with  the   Securities   and  Exchange   Commission   of  the
Post-Effective Amendment No.10 to the Registration Statement on Form N-4 for the
Contracts to be issued by AIG Life Insurance  Company and its separate  account,
Variable Account I.


                                   /s/ Kenneth D. Walma
                                   Kenneth D. Walma
                                   Assistant  Secretary  and AssociateCounsel

   
Dated:  April 26,  1997
    



<PAGE>


                                 EXHIBIT 10(i)
                              Consent of Counsel

<PAGE>


[LETTERHEAD]





AIG Life Insurance Company
One Alico Plaza 
600 King Street
Wilmington, Delaware 19801


Gentlemen:

We hereby consent to the reference to our name under the caption "Legal
Counsel in the Statement of Additional Information Contained in Post Effective 
Amendment No. 10 to the Registration Statement on Form N-4(File No. 33-39171)
filed by AIG Life Insurance Company and Variable Account I with the Securities
and Exchange Commission under the Securities Act of 1933 and the Investment
Company Act of 1940.



Very Truly Yours,

/s/ Jorden Burt Berenson & Johnson LLP
Jorden Burt Berenson & Johnson




<PAGE>


                                EXHIBIT 10(ii)
                      Consent of Independent Accountants

<PAGE>




                                                         Exhibit 10 (ii)


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the following with respect of Post-effective  Amendment No.
10 to the Registration Statement (No. 33-39171) on Form N-4 under the Securities
Act of 1933 of Variable Account I of AIG Life Insurance Company.

      1. The  inclusion  of our report dated  February 20, 1997  relating to our
      audits of the financial  statements of AIG Life  Insurance  Company in the
      Statement of Additional Information.

      2. The  inclusion  of our report dated  February 20, 1997  relating to our
      audits of the financial  statements of Variable Account I in the Statement
      of Additional  Information.  

      3. The  incorporation  by reference  into theProspectus of our report 
      dated February 20, 1997 relating to our audits of
      the  financial  statements  of AIG Life  Insurance  Company  and  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
April 22, 1997




                     LIMITED POWER OF ATTORNEY


           KNOW  ALL MEN BY THESE  PRESENT,  that I,  MAURICE  R.  GREENBERG,  a
Director of AIG Life Insurance  Company,  a corporation duly organized under the
laws of the  State of  Delaware,  do  hereby  appoint Kenneth D. Walma  as my
attorney  and agent,  for me, and in my name as a  Director  of this  Company on
behalf of the company or  otherwise,  with full power to execute,  delivery  and
file with the  Securities  and Exchange  Commission  all documents  required for
registration of a security under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, and to do and perform each and every
act that said attorney may deem necessary or advisable to comply with the intent
of the aforesaid Acts.

           WITNESS my hand and seal this 14th day of April, 1997

WITNESS:

/s/ Carolyn Grossi           /s/ Maurice R. Greenberg
- ------------------           ------------------------
Carolyn Grossi                 Maurice R. Greenberg



<PAGE>
  KNOW  ALL MEN BY THESE  PRESENT,  that I, NICHOLAS A.O'KULICH.,  a
Director of AIG Life Insurance  Company,  a corporation duly organized under the
laws of the  State of  Delaware,  do  hereby  appoint Kenneth D. Walma  as my
attorney  and agent,  for me, and in my name as a  Director  of this  Company on
behalf of the company or  otherwise,  with full power to execute,  delivery  and
file with the  Securities  and Exchange  Commission  all documents  required for
registration of a security under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, and to do and perform each and every
act that said attorney may deem necessary or advisable to comply with the intent
of the aforesaid Acts.

           WITNESS my hand and seal this 24th day of April, 1997

WITNESS:

/s/ Carolyn Grossi           /s/ Nicholas A. O'Kulich
- ------------------           ------------------------
Carolyn Grossi               Nicholas A. O'Kulich
<PAGE>



                            LIMITED POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENT,  that I, EDWIN A.G. MANTON, a Director
of AIG Life Insurance  Company,  a corporation  duly organized under the laws of
the State of Delaware,  do hereby  appoint  Kenneth D. Walma  as my attorney and
agent,  for me,  and in my name as a Director  of this  Company on behalf of the
company or  otherwise,  with full power to execute,  delivery  and file with the
Securities and Exchange  Commission all documents required for registration of a
security  under the  Securities  Act of 1933,  as  amended,  and the  Investment
Company Act of 1940,  as amended,  and to do and perform each and every act that
said  attorney may deem  necessary or advisable to comply with the intent of the
aforesaid Acts.

           WITNESS my hand and seal this 16th day of April, 1997

WITNESS:

/s/ Judith Caruso           /s/ Edwin A.G. Manton
- -----------------           ----------------------
Judith Caruso                  Edwin A. G. Manton




<PAGE>





                            LIMITED POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENT, that I, EDWARD E. MATTHEWS, a Director
of AIG Life Insurance  Company,  a corporation  duly organized under the laws of
the State of Delaware,  do hereby  appoint  Kenneth D. Walma as my attorney and
agent,  for me,  and in my name as a Director  of this  Company on behalf of the
company or  otherwise,  with full power to execute,  delivery  and file with the
Securities and Exchange  Commission all documents required for registration of a
security  under the  Securities  Act of 1933,  as  amended,  and the  Investment
Company Act of 1940,  as amended,  and to do and perform each and every act that
said  attorney may deem  necessary or advisable to comply with the intent of the
aforesaid Acts.

           WITNESS my hand and seal this 15th day of April, 1997

WITNESS:

/s/ Carolyn Grossi         /s/ Edward E. Matthews
- ------------------         ----------------------
Carolyn Grossi                 Edward E. Matthews




<PAGE>



                            LIMITED POWER OF ATTORNEY


           KNOW  ALL MEN BY  THESE  PRESENT,  that I,  JEROME  T.  MULDOWNEY,  a
Director of AIG Life Insurance  Company,  a corporation duly organized under the
laws of the  State of  Delaware,  do  hereby  appoint  Kenneth D. Walma as my
attorney  and agent,  for me, and in my name as a  Director  of this  Company on
behalf of the company or  otherwise,  with full power to execute,  delivery  and
file with the  Securities  and Exchange  Commission  all documents  required for
registration of a security under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, and to do and perform each and every
act that said attorney may deem necessary or advisable to comply with the intent
of the aforesaid Acts.

           WITNESS my hand and seal this 15th day of April, 1997

WITNESS:

/s/ Carolyn Grossi              /s/ Jerome T. Muldowney
- ------------------              -----------------------
Carolyn Grossi                   Jerome T. Muldowney




<PAGE>



                            LIMITED POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENT,  that I, WIN J. NEUGER,  a Director of
AIG Life Insurance  Company,  a corporation duly organized under the laws of the
State of Delaware, do hereby appoint Kenneth D. Walma as my attorney and agent,
for me, and in my name as a Director of this Company on behalf of the company or
otherwise, with full power to execute, delivery and file with the Securities and
Exchange  Commission all documents required for registration of a security under
the Securities Act of 1933, as amended,  and the Investment Company Act of 1940,
as amended, and to do and perform each and every act that said attorney may deem
necessary or advisable to comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 15th day of April, 1997

WITNESS:

/s/ Carolyn Grossi                   /s/ Win J. Neuger
- -------------------                  -----------------
Carolyn Grossi                       Win J. Neuger




<PAGE>



                            LIMITED POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENT, that I, ROBERT J. O'CONNELL,  Director
Chief Executive Officer, and President of AIG Life Insurance  Company, a 
corporation duly organized under the laws of the State of Delaware,  do hereby  
appoint  Kenneth D. Walma as my attorney  and agent,  for me, and in my name as 
a  Director  of this  Company on behalf of the company or  otherwise,  with full
power to execute,  delivery  and file with the  Securities  and Exchange  
Commission  all documents  required for registration of a security under the 
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as 
amended, and to do and perform each and every act that said attorney may deem 
necessary or advisable to comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 16th day of April, 1997
WITNESS:

/s/ Carolyn Grossi                 /s/ Robert J. O'Connell
- ------------------                 -----------------------
Carolyn Grossi                      Robert J. O'Connell


<PAGE>



                            LIMITED POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENT,  that I, JOHN R. SKAR, a Director
of AIG Life Insurance  Company,  a corporation  duly organized  under the laws 
of the State of Delaware,  do hereby  appoint Kenneth D. Walma as my attorney 
and agent,  for me, and in my name as a Director of this Company on behalf of 
the  company  or  otherwise,  with full  power to  execute, delivery and file 
with the  Securities  and Exchange  Commission  all  documents required for  
registration  of a security  under the  Securities Act of 1933, as amended,  
and the  Investment  Company Act of 1940,  as  amended,  and to do and
perform each and every act that said attorney may deem necessary or advisable to
comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 14th day of April, 1997

WITNESS:

/s/ Carol L. Norris           /s/ John R. Skar
- -------------------           ----------------
Carol L. Norris                  John R. Skar




<PAGE>



                            LIMITED POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENT, that I, HOWARD I. SMITH, a Director of
AIG Life Insurance  Company,  a corporation duly organized under the laws of the
State of Delaware, do hereby appoint Kenneth D. Walma as my attorney and agent,
for me, and in my name as a Director of this Company on behalf of the company or
otherwise, with full power to execute, delivery and file with the Securities and
Exchange  Commission all documents required for registration of a security under
the Securities Act of 1933, as amended,  and the Investment Company Act of 1940,
as amended, and to do and perform each and every act that said attorney may deem
necessary or advisable to comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 14th day of April, 1997.

WITNESS:

/s/ Carolyn Grossi          /s/ Howard I. Smith
- ------------------          -------------------
Carolyn Grossi                  Howard I. Smith




<PAGE>



                            LIMITED POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENT,  that I, ERNEST E. STEMPEL, a Director
of AIG Life Insurance  Company,  a corporation  duly organized under the laws of
the State of Delaware,  do hereby  appoint Kenneth D. Walmna as my attorney and
agent,  for me,  and in my name as a Director  of this  Company on behalf of the
company or  otherwise,  with full power to execute,  delivery  and file with the
Securities and Exchange  Commission all documents required for registration of a
security  under the  Securities  Act of 1933,  as  amended,  and the  Investment
Company Act of 1940,  as amended,  and to do and perform each and every act that
said  attorney may deem  necessary or advisable to comply with the intent of the
aforesaid Acts.

           WITNESS my hand and seal this 15th day of April, 1997. 

WITNESS:

/s/ Carolyn Grossi           /s/ Ernest E. Stempel
- ------------------           ---------------------
Carolyn Grossi                   Ernest E. Stempel




<PAGE>



                            LIMITED POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENT,  that I, GERALD W. WYNDORF, a Director
of AIG Life Insurance  Company,  a corporation  duly organized under the laws of
the State of Delaware,  do hereby  appoint  Kenneth D. Walma as my attorney and
agent,  for me,  and in my name as a Director  of this  Company on behalf of the
company or  otherwise,  with full power to execute,  delivery  and file with the
Securities and Exchange  Commission all documents required for registration of a
security  under the  Securities  Act of 1933,  as  amended,  and the  Investment
Company Act of 1940,  as amended,  and to do and perform each and every act that
said  attorney may deem  necessary or advisable to comply with the intent of the
aforesaid Acts.

           WITNESS my hand and seal this 15th day of April, 1997.

WITNESS:

/s/ Carolyn Grossi          /s/ Gerald W. Wyndorf
- ------------------          ---------------------
Carolyn Grossi                 Gerald W. Wyndorf




<PAGE>

                            LIMITED POWER OF ATTORNEY


           KNOW  ALL MEN BY  THESE  PRESENT,  that  I,  HOWARD E. GUNTON, JR.
a Chief Accounting  Officer of AIG Life Insurance  Company, a corporation duly 
organized under the laws of the State of Delaware,  do hereby appoint Kenneth D.
Walma as my attorney  and agent,  for me, and in my name as a Director of this 
Company on behalf of the company or  otherwise,  with full power to execute,  
delivery  and file with the  Securities  and Exchange  Commission  all documents
required for registration of a security under the Securities Act of 1933, as 
amended, and the Investment Company Act of 1940, as amended, and to do and 
perform each and every act that said attorney may deem necessary or advisable to
comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 15th day of April, 1997.

WITNESS:

/s/ Kathleen E. Baker              /s/ Howard E.Gunton, Jr.
- ----------------------              ------------------------ 
Kathleen E. Baker                      Howard E.Gunton, Jr.


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