VARIABLE ACCOUNT I OF AIG LIFE INS CO
497, 1998-07-02
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                                   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 and group  flexible
premium deferred Variable Annuity Contracts (together "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.  An Owner may be issued a certificate as evidence of
individual  participation  under a group  arrangement.  The  description  of the
Contract in this prospectus is fully  applicable to any certificate  that may be
issued under the group contract.

     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 "Alliance Fund") and Mitchell Hutchins Series Trust, (the
"Mitchell  Hutchins  Fund").  The following  Portfolios  are available  from the
Alliance  Fund:  Growth;   Growth  and  Income;  Money  Market;  North  American
Government  Income;  Premier  Growth;  U.S.  Government/High  Grade  Securities;
Quasar;  Real Estate  Investment;  and  Worldwide  Privatization.  The following
Portfolios are available from the Mitchell  Hutchins Fund:  Balanced  Portfolio;
Global Income  Portfolio;  Growth Portfolio;  Growth and Income Portfolio;  High
Income Portfolio; Small Cap Portfolio;  Strategic Income Portfolio; and Tactical
Allocation Portfolio.

     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 calling the service office at 1-800-255-8402. The Statement of
Additional  Information  dated May 1, 1998, as amended on June 25, 1998 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.

     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 NOR OBLIGATIONS OF, AND ARE
NOT GUARANTEED NOR ENDORSED BY 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.

     REPLACEMENT  OF AN EXISTING LIFE INSURANCE  POLICY OR ANNUITY  CONTRACT MAY
NOT BE TO YOUR ADVANTAGE.

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


                         Date of Prospectus: July 4, 1998


<PAGE>


                                 TABLE CONTENTS


                                                                          Page
                                                                           ---
Definitions .........................................................
Highlights ..........................................................
Fee Table............................................................
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 ...............................................................
Legal Proceedings....................................................
Legal Matters........................................................
Table of Contents of the Statement of Additional Information.........
Appendix -- General Account Option ..................................




<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  -- The  sales  charge  that may be  applied  against  amounts
withdrawn prior to the Annuity Date if withdrawal is within 7 years of a premium
payment. 

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.




<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
accumulate on a variable  basis and will be invested in shares of one or more of
the  following  underlying  portfolios:  Growth  Portfolio;  Growth  and  Income
Portfolio;  Money Market Portfolio;  North American Government Income Portfolio;
Premier Growth  Portfolio;  U.S.  Government/High  Grade  Securities  Portfolio;
Quasar Portfolio;  Real Estate Investment Portfolio; and Worldwide Privatization
Portfolio  of the  ALLIANCE  VARIABLE  PRODUCTS  SERIES  FUND,  INC.  ("Alliance
Funds");  the Balanced  Portfolio;  Global Income  Portfolio;  Growth Portfolio;
Growth  and  Income  Portfolio;  High  Income  Portfolio;  Small Cap  Portfolio;
Strategic  Income  Portfolio;  and  Tactical  Allocation  Portfolio  of MITCHELL
HUTCHINS SERIES TRUST ("Mitchell Hutchins Fund"). 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 Variable 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  Premium paid or the
portion of the withdrawal that does not exceed 10% of premium  otherwise subject
to the Surrender Charge. (See "Withdrawals" on page ____.)

     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
Premiums  paid,  less any  prior  withdrawals  at the time of  withdrawal.  (See
"Charges and Deductions - Deductions for Surrender Charge" 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 is no Mortality  and Expense Risk Charge  deducted for
amounts in the Guaranteed Account. (See "Charges and Deductions  --Deduction for
Mortality and Expense Risk Charge" on page _____.) 
<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 Prospectuses 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.


                                    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
     (waived for contracts with account value
      of $50,000 or greater)

     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%






<PAGE>



                               SUMMARY OF EXPENSES

Annual Fund Expenses After Expense Reimbursements

<TABLE>

                                                                                                     Total
                                                                      Management       Other       Portfolio
                                                                          Fee         Expenses*     Expenses**
                                                                      ----------      ---------    ---------
<S>                                                                   <C>           <C>           <C>
Alliance Fund
Growth .............................................................     0.75%         0.09%         0.84%
Growth and Income ..................................................     0.63          0.09          0.72
Money Market........................................................     0.50          0.14          0.64   
North American Government Income....................................     0.56          0.39          0.95
Premier Growth .....................................................     1.00          0.10          1.10
Quasar  ............................................................     0.58          0.37          0.95
U.S. Government/High Grade Securities ..............................     0.60          0.24          0.84
Real Estate Investment (1) .........................................     0.00          0.95          0.95
Worldwide Privatization ............................................     0.40          0.55          0.95


Mitchell Hutchins Fund
Balanced Portfolio..................................................     0.75          0.44          1.19
Global Income Portfolio.............................................     0.75          0.77          1.52
Growth Portfolio....................................................     0.75          0.30          1.05
Growth and Income Portfolio.........................................     0.70          0.34          1.04
High Income Portfolio...............................................     0.50          0.38          0.88
Small Cap Portfolio.................................................     1.00          0.43          1.43
Strategic Income Portfolio..........................................     0.75          0.49          1.24
Tactical Allocation Portfolio.......................................     0.50          0.25          0.75

</TABLE>
- -----------
     The  purpose  of the  table  set  forth  above is to  assist  the  Owner 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 the
respective  Fund  Prospectuses  for  further  information.)  The table  does not
reflect the charges  applicable to certain death benefit  options  offered under
the Contracts.  (See "Charges and  Deductions -- Deduction for Equity  Assurance
Plan" on page ____;  "Charges and Deductions -- Deductions  for Enhanced  Equity
Assurance  Plan" on page ____;  "Charges and  Deductions --  Deductions  for the
Annual Rachet Plan" on page ____;  "Charges and Deductions -- Deductions for the
Accidental Death Benefit" on page _____.)

     No  deduction  will be made for any  Premium or other  taxes  levied by any
State unless imposed by the State or Territory  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 State Premium Taxes"
on page -----.)

(1)  The expense  percentages for the Real Estate Investment  Portfolio has been
     annualized  because as of December 31, 1997, the portfolios had not been in
     existence for a full year.


*    "Other  Expenses"  are based upon the expenses  outlined  under the section
     entitled "Management of the Fund" in the Fund's Prospectus.

**   "Total   Portfolio   Expenses"   for  the   following   Portfolios   before
     reimbursement by the Alliance Fund's investment advisor, for the year ended
     December 31, 1997, were as follows:

     1.55% for Worldwide Privatization;  2.31% for Real Estate Investment; 1.04%
     for North American  Government  Income;  1.37% for Quasar; of average daily
     net assets.  For the year ended  December 31, 1997 expenses of the Alliance
     Premier Growth  Portfolio  were capped at .95%.  Effective May 1, 1998, the
     investment adviser discontinued  expense  reimbursement with respect to the
     Premier  Growth  Portfolio.  The expenses  presented in the table above for
     Premier Growth Portfolio are expenses for the year ended December 31, 1997,
     before  reimbursement.  "Management  Fees,"  "Other  Expenses"  and  "Total
     Operating  Expenses" for Premier Growth Portfolio for 1998 are estimated to
     be 1.00%, 0.08% and 1.08% respectively.

<PAGE>

Expenses on a  Hypothetical $1,000 Policy, Assuming 5% Growth:



<TABLE>
<CAPTION>
                                                                           If you surrender
                                                         ---------------------------------------------------
                                                         1 Year         3 Years        5 Years      10 Years
                                                         ------         -------        -------      --------
<S>                                                    <C>            <C>           <C>            <C>
Alliance Funds
Growth ............................................        $77            $117          $159           $264
Growth and Income .................................         76             113           153            251
Money Market.......................................         75             117           159            264  
North American Government Income...................         78             120           165            275 
Premier Growth ....................................         80             124           171            288
Quasar ............................................         78             120           165            275
Real Estate Investment ............................         78             120           165            275
U.S. Government/High Grade Securities .............         77             117           159            264
Worldwide Privatization ...........................         78             120           165            275

Mitchell Hutchins Fund
Balanced Portfolio.................................         81             127           177            298
Global Income Portfolio............................         84             137           193            330
Growth Portfolio...................................         79             123           170            285
Growth and Income Portfolio........................         79             123           169            284
High Income Portfolio..............................         78             118           161            268
Small Cap Portfolio................................         83             134           188            321
Strategic Income Portfolio.........................         81             129           179            303
Tactical Allocation Portfolio......................         76             114           154            254
</TABLE>

<PAGE>



<TABLE>
<CAPTION>
                                                              If you Annuitize or if you do not surrender
                                                         ---------------------------------------------------
                                                         1 Year         3 Years        5 Years      10 Years
                                                         ------         -------        -------      --------
<S>                                                   <C>            <C>           <C>            <C>
Alliance Funds
Growth ............................................        $23            $72           $123           $264
Growth and Income .................................         22             68            117            251
Money Market.......................................         21             66            113            243  
North American Government Income...................         24             75            129            275  
Premier Growth ....................................         26             79            135            288
Quasar ............................................         24             75            129            275
Real Estate Investment ............................         24             75            129            275
U.S. Government/High Grade Securities .............         24             75            129            275
Worldwide Privatization ...........................         24             75            129            275

Mitchell Hutchins Fund
Balanced Portfolio.................................         27             82            141            298
Global Income Portfolio............................         30             92            157            330
Growth Portfolio...................................         25             78            134            285
Growth and Income Portfolio........................         25             78            133            284
High Income Portfolio..............................         24             73            125            268
Small Cap Portfolio................................         29             89            152            321
Strategic Income Portfolio.........................         27             84            143            303
Tactical Allocation Portfolio......................         22             69            118            254
</TABLE>


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



<PAGE>


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

                                             1997            1996             1995          1994       1993      1992

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

ALLIANCE GROWTH
    Accumulation Unit Value
      Beginning of Period                     17.70           13.97            10.48         10.00       N/A       N/A
      End of Period                           22.70           17.70            13.97         10.48       N/A       N/A
    Accum Units o/s @ end of period    8,054,584.57    5,856,812.02     2,215,092.12    467,688.06       N/A       N/A

ALLIANCE GROWTH & INCOME
    Accumulation Unit Value
      Beginning of Period                     19.11           15.62            11.67         11.88      10.78     10.00
      End of Period                           24.27           19.11            15.62         11.67      11.88     10.78
    Accum Units o/s @ end of period    7,258,107.19    4,509,118.40     1,554,549.81    438,680.32  28,041.82    800.00

ALLIANCE MONEY MARKET
    Accumulation Unit Value
      Beginning of Period                     10.97           10.63            10.26         10.08      10.00      N/A
      End of Period                           11.37           10.97            10.63         10.26      10.08      N/A
    Accum Units o/s @ end of period    4,291,499.61    4,320,223.01     1,856,020.37    431,319.86   8,487.20      N/A

                                      
ALLIANCE NORTH AMERICAN GOVERNMENT INCOME
    Accumulation Unit Value
      Beginning of Period                     12.33           10.53             8.70         10.00       N/A       N/A
      End of Period                           13.32           12.33            10.53          8.70       N/A       N/A
    Accum Units o/s @ end of period    1,790,540.24    1,047,240.17       531,374.67    340,817.36       N/A       N/A

                                      
ALLIANCE PREMIER GROWTH
    Accumulation Unit Value
      Beginning of Period                     17.59           14.54            10.15         11.13      10.00     10.00
      End of Period                           23.22           17.59            14.54         10.15      11.13     10.00
    Accum Units o/s @ end of period    6,662.866.85    3,971,452.13     1,252,211.18    223,550.22  35,271.53   2081.43

ALLIANCE QUASAR
    Accumulation Unit Value
      Beginning of Period                     10.58           10.00            N/A           N/A         N/A       N/A
      End of Period                           12.37           10.58            N/A           N/A         N/A       N/A
    Accum Units o/s @ end of period    3,991,205.09      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       N/A
    End of Period                             12.16            N/A             N/A           N/A         N/A       N/A
  Accum Units o/s @ end of period        936,389.36            N/A             N/A           N/A         N/A       N/A

ALLIANCE U.S. GOVERNMENT/HIGH GRADE SECURITIES
    Accumulation Unit Value
      Beginning of Period                     11.20           11.07             9.42          9.95      10.00      N/A
      End of Period                           12.00           11.20            11.07          9.42       9.95      N/A
    Accum Units o/s @ end of period    2,190,735.81    1,838,415.41       914,988.76    320,574.64  41,210.45      N/A

ALLIANCE WORLDWIDE PRIVATIZATION
    Accumulation Unit Value
      Beginning of Period                     12.84           10.99            10.05         10.00       N/A       N/A
      End of Period                           14.02           12.84            10.99         10.05       N/A       N/A
    Accum Units o/s @ end of period    2,391,217.59    1,135,168.22       394,704.27    105,674.08       N/A       N/A

</TABLE>
<PAGE>

     No Beginning of Period  information  has been  reported for the Real Estate
Investment  Portfolio  of the  Alliance  Fund  because  the  Portfolio  was  not
available for a full year in 1997.


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

          
          Growth Portfolio                                       August 12, 1994
          Growth and Income Portfolio                             April 16, 1992
          Money Market Portfolio                                    May 13, 1993
          North American Government Income                         April 8, 1994
          Premier Growth Portfolio                              December 7, 1992
          Quasar Portfolio                                       August 15, 1996
          Real Estate Investment Portfolio                       January 7, 1997
          U.S. Government/High Grade Securities Portfolio          June 14, 1993
          Worldwide Privatization Portfolio                     October 17, 1994
          

     No financial  information  has been  provided  for the Balanced  Portfolio,
Global Income  Portfolio,  Growth Portfolio,  Growth and Income Portfolio,  High
Income Portfolio,  Small Cap Portfolio,  Strategic Income Portfolio and Tactical
Allocation  Portfolio of the Mitchell  Hutchins Fund because for the fiscal year
ending  December 31, 1997,  the Contracts  described in the  Prospectus  had not
commenced operations with respect to such Portfolios.


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.



<PAGE>



     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 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  may be  found in the  Statement  of
Additional  Information.  No financial statements for the Variable Accounts have
been provided in the Statement of Additional  Information because as of the date
of the reporting periods no Contracts had been issued. 

                                   THE COMPANY

     The Company is a stock life insurance company which was 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.  ("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.


Ratings


     The  Company  may  from  time to time  publish  in  advertisements,   sales
literature and reports to Owners, the ratings and other information  assigned to
it by one or more independent  rating  organizations such as A. M. Best Company,
Moody's,  and  Standard & Poor's.  The  purpose of the ratings is to reflect the
financial strength and/or claims-paying ability of the Company and should not be
considered  as  bearing  on the  investment  performance  of assets  held in the
separate account.  Each year the A. M. Best Company reviews the financial status
of thousands of insurers, culminating in the assignment of Best's Ratings. These
ratings reflect A. M. Best's current opinion of the relative  financial strength
and operating  performance of an insurance company in comparison to the norms of
the life insurance industry. In addition,  the financial strength of the Company
as measured  by Standard & Poor's  Insurance  Ratings  Services,  and by Moody's
Investors Services, may be referred to in advertisements, sales literature or in
reports to Owners.  These  ratings are their  opinion of an operating  insurance
company's  financial  capacity  to meet the  obligations  of its life  insurance
policies and annuity  contracts  in  accordance  with their terms.  In regard to
their  ratings  of the  Company,  these  ratings  are  explicitly  based  on the
existence of a Support  Agreement,  dated as of December  31, 1991,  between the
Company  and its  parent,  AIG,  pursuant  to which AIG has  agreed to cause the
Company to maintain a positive  net worth and to provide the Company  with funds
on a timely basis  sufficient  to meet the Company's  obligations  to its policy
holders.  The Support Agreement is not, however,  a direct or indirect guarantee
by AIG to  any  person  of the  payment  of any of the  Company's  indebtedness,
liabilities or other obligations  (including obligations to the Company's policy
holders).
<PAGE>
     The  ratings  are  not  recommendations  to  purchase  the  Company's  life
insurance  or  annuity  products,  or to hold or sell  these  products,  and the
ratings do not comment on the  suitability  of such  products  for a  particular
investor.  There can be no  assurance  that any rating will remain in effect for
any given  period of time or that any rating  will not be  lowered or  withdrawn
entirely by a rating  organization if, in such organization's  judgment,  future
circumstances  relating  to the Support  Agreement,  such as a lowering of AIG's
long-term  debt rating,  so warrant.  The ratings do not reflect the  investment
performance  of the Variable  Account or the degree of risk  associated  with an
investment in the Variable Account.

                              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,  as amended  (the "1940  Act").  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 either the Alliance  Fund or
the Mitchell  Hutchins  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 1940 Act, 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 the Variable  Account,  and are
described in other prospectuses.

                                    THE FUNDS


     Alliance Funds and Mitchell Hutchins 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.

     Shares  of the  Fund may be sold 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 policy owners 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, we 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.

     A summary of the  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 relevant Fund prospectus,  which contains a discussion
of the risks  involved in investing in the Fund. The  prospectuses  for the Fund
are included with this Prospectus.  The investment  objectives of the Portfolios
are as follows: 

<PAGE>

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.

     The following portfolios are available under the Alliance Fund:

   Growth Portfolio

     This portfolio seeks long term growth of capital by investing  primarily in
common stock and other equity securities.


   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.


   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.  An  investment  in the money  market  portfolio  is neither
insured nor  guaranteed by the U.S.  Government.  there can be no assurance that
the  Portfolio  will be able to  maintain a stable net asset  value of $1.00 per
share, although it expects to do so.


   North American Government Income

     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 U.S. Dollars.


  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.


   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.


   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.


   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 Advisor
to be beneficiaries of the privatization process.

<PAGE>

     Alliance  Variable  Products  Series  Find,  Inc.,  is managed by  Alliance
Capital  Management L.P.  ("Alliance").  The fund also includes other Portfolios
which  are  not  available  for  use  by the  Variable  Account.  More  detailed
information  regarding  management  of the  portfolios,  investment  objectives,
invest  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.


     The following portfolios are available under the Mitchell Hutchins Fund:

MITCHELL HUTCHINS SERIES TRUST

    Balanced  Portfolio  

     This Portfolio  invests  primarily in a combination  of equity  securities,
investment grade bonds and money market instruments.


    Global Income Portfolio

     This  Portfolio  invests  principally  in high quality bonds of foreign and
U.S. issuers.

 
   Growth Portfolio

     This Portfolio invests primarily in equity securities of companies believed
to have substantial potential for capital growth.


    Growth and Income Portfolio

     This  Portfolio  invests  primarily in  dividend-paying  equity  securities
believed to have the potential for rapid earnings growth.


    High Income Portfolio

     This Portfolio invests primarily in a diversified range of high yield, high
risk U.S. and foreign corporate bonds.


    Small Cap Portfolio

     This   Portfolio   invests   primarily  in  equity   securities   of  small
capitalization ("small cap") companies.


    Strategic Income Portfolio

     This Portfolio  strategically  allocates its  investments  among three bond
market  categories:  U.S.  government and investment grade corporate bonds; U.S.
high yield, high risk corporate bonds; and foreign and emerging market bonds.


    Tactical Allocation Portfolio

     This Portfolio follows a disciplined investment strategy that allocates its
assets between common stocks and U.S. Treasury notes or U.S. Treasury bills.

 
     Mitchell Hutchins is located at 1285 Avenue of the Americas,  New York, New
York 10019.  It is a wholly owned asset  management  subsidiary of Paine Webber,
which is in turn is wholly  owned by Paine  Webber  Group Inc. a publicly  owned
financial  services  holding  company.  At March 31, 1998 Mitchell  Hutchins was
adviser or  sub-adviser to 31 investment  companies with 68 separate  portfolios
and aggregate assets of approximately 39.9 billion.

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

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. 



<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, 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.



<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. ("AIGESC"), 80 Pine Street, New York, New York, acts
as the distributor of the Contracts. AIGESC 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 AIGESC,  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 _____.)


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



<PAGE>


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 A-1.)

     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.



<PAGE>


     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.  (See  "Dollar Cost  Averaging")  For  additional  limitations
regarding  transfers out of the  Guaranteed  Account,  see  "Guaranteed  Account
Transfers" in the Appendix, page A-1.)


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 either the Money
Market  Subaccount  or  the  Guaranteed  Account  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. 

     To elect Dollar Cost Averaging, 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. A Dollar Cost
Averaging Request form is available from the Administrative Office upon request.
An Owner may not have in effect at the same time Dollar Cost Averaging and Asset
Rebalancing.

Asset Rebalancing

     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 Asset  Rebalancing,  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.  If Asset Rebalancing is elected,  all Contract
Value  allocated to the Subaccounts  must be included in the Asset  Rebalancing.



<PAGE>


     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.

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 Equity Assurance Plan

     If the Owner has elected the Equity  Assurance  Plan, the Equity  Assurance
Plan charge for each  Valuation  Period will equal on an annual basis to .07% of
the average  daily net asset value of the Variable  Account for Owners  attained
age 0-59 and .20% of the average  daily net asset value of the Variable  Account
for Owners attained age 60 and above.

Deduction for Enhanced Equity Assurance Plan

     If the Owner has elected the Enhanced  Equity  Assurance Plan, the Enhanced
Equity  Assurance Plan charge for each Valuation  Period will equal on an annual
basis to .17% of the average  daily net asset value of the Variable  Account for
Owners  attained  age 0-59 and .30% of the average  daily net asset value of the
Variable Account for Owners attained age 60 and above. 



<PAGE>


Deduction for Annual Ratchet Plan

     If the Owner has elected the Annual  Ratchet Plan,  the Annual Ratchet Plan
charge for each  Valuation  Period will equal on an annual  basis to .10% of the
average daily net asset value of the Variable Account. 

Deduction for Accidental Death Benefit

     If the Owner has elected the Accidental Death Benefit, the Accidental Death
Benefit charge for each  Valuation  Period will equal on an annual basis to .05%
of the average daily net asset value of the Variable Account.

Deduction for Surrender Charge

     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 and less any accrued charges for
optional death benefits;  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: 


                                                                  Surrender
                                                             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 .................................            3%
          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 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.   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



<PAGE>


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 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,  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 ____).



<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 "Transfers" 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.

     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.



<PAGE>


                                  DEATH BENEFIT

Prior to the Annuity Date

     In the event of an Owner's  death (or the death of the first joint Owner to
die) 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
from one natural person to another natural person,  the death benefit will equal
the Contract Value unless the change in ownership results from the election made
by a  surviving  spouse as  designated  beneficiary  to continue  the  Contract.
Otherwise,  the death benefit will be calculated in accordance with the terms of
one or more of the options  described  below,  as designated by the Owner at the
time of  application.  All death  benefit  options may not be  available  in all
states.


Traditional Death Benefit

     Under the Traditional Death Benefit, We will pay the death benefit equal to
the greatest of:

     1.   the total of all Premium paid reduced proportionally by any surrenders
          in the same proportion that the Contract Value was reduced on the date
          of a surrender; or

     2.   the Contract Value; or

     3.   the greatest of the Contract Value at any seventh Contract Anniversary
          reduced  proportionally by any surrenders  subsequent to that Contract
          Anniversary in the same proportion that the Contract Value was reduced
          on the date of a Surrender,  plus any Premiums paid subsequent to that
          Contract Anniversary.

     The  Traditional  Death Benefit will be in effect if no other death benefit
is in effect.

Optional Death Benefits


     Prior to  determining  the amount of any of the  following  Optional  Death
Benefits  the  Contract  Value will be reduced by the  accrued  charges  for the
optional death benefit,  if as of the date of death, the accrued charges had not
yet been deducted from the Variable Account. 

Annual Ratchet Plan

     If at the time of application,  the Owner has elected a death benefit under
the terms of the Annual Ratchet Plan, We will pay the death benefit equal to the
greatest of:

     1.   the total of all Premium paid reduced  proportionally  by  withdrawals
          and surrenders;

     2.   the Contract Value; or

     3.   the greatest of the Contract Value at any Contract Anniversary reduced
          proportionally   by  any   surrenders   subsequent  to  that  Contract
          Anniversary in the same proportion that the Contract Value was reduced
          on the date of a Surrender,  plus any Premiums paid subsequent to that
          Contract Anniversary.


     The charge for the Annual  Ratchet Plan is equal on an annual basis to .10%
of the average daily net asset value of the Variable Account.

     The Annual Ratchet Plan will be in effect if:

     1.   the Owner designates this option on the Application; and

     2.   the Annual Ratchet Plan charge is shown on the Contract Schedule.

     The  Annual  Ratchet  Plan will cease to be in effect  upon  receipt by the
Company of Owner's written request to discontinue it.


Equity Assurance Plan

     If at the time of application  the Owner has selected a death benefit under
the terms of the Equity Assurance Plan, We will pay a death benefit equal to the
greatest of:

     1.   the Contract Value;




<PAGE>


     2.   the greatest  Contract Value at any seventh Contract  Anniversary plus
          any  Premiums   subsequent   to  the  Contract   Anniversary   reduced
          proportionally   by  any   surrenders   subsequent  to  that  Contract
          Anniversary in the same proportion that the Contract Value was reduced
          on the date of a Surrender; or

     3. an amount equal to (a) plus (b) where:

          (a)  is equal to the total of all Premiums paid on or before the first
               contract Anniversary following:

               Your 85th Birthday,  adjusted for  surrenders as described  below
               and then  accumulated at the compound  interest rates shown below
               for the  complete  years,  not to  exceed  10,  from  the date of
               receipt of each  Premium  to the  earlier of the date of death or
               the first Contract Anniversary following Your 85th birthday:

                    0% per annum if death  occurs  during the 1st  through  24th
                    month from the date of Premium payment;

                    2% per annum if death  occurs  during the 25th  through 48th
                    month from the date of Premium payment;

                    4% per annum if death  occurs  during the 49th  through 72nd
                    month from the date of Premium payment;

                    6% per annum if death  occurs  during the 73rd  through 96th
                    month from the date of Premium payment;

                    8% per annum if death occurs  during the 97th through  120th
                    month from the date of Premium payment;

                    10% per annum  (for a maximum  of 10 years) if death  occurs
                    more than 120 months from the date of Premium Payments; and

          (b)  is  equal  to  all  Premiums   paid  after  the  first   Contract
               Anniversary following Your 85th birthday, adjusted for surrenders
               as described below.


     The  charge for the Equity  Assurance  Plan is equal on an annual  basis to
 .07% of the  average  daily net asset value of the  Variable  Account for Owners
attained ages 0-59 and .20% of the average daily net asset value of the Variable
Account for Owners attained age 60 and above.

     Adjustment for surrenders.  In the determination of the death benefit,  for
each surrender a proportionate reduction will be made to each Premium paid prior
to the  surrender.  The  proportion  is determined by dividing the amount of the
Contract  Value  surrendered  by the Contract  Value  immediately  prior to each
surrender.

     The Equity Assurance Plan will be in effect if:

     1.   the Owner elected it on the Application;

     2.   the  charge  for the Equity  Assurance  Plan is shown on the  Contract
          Schedule.

     The Equity  Assurance  Plan will cease to be in effect upon  receipt by the
Company of the Owner's  written request to discontinue it or upon the allocation
of Contract Values to either the Money Market  Subaccount or Guaranteed  Account
unless such allocation is made as part of Dollar Cost Averaging.



<PAGE>


Enhanced Equity Assurance Plan

     If at the time of the  application  the Owner has selected a death  benefit
under the  terms of the  Enhanced  Equity  Assurance  Plan,  We will pay a death
benefit equal to the greatest of:

     1.   the Contract Value; or

     2.   the  greatest  Contract  Value on any  Contract  Anniversary  plus any
          Premiums    subsequent   to   that   Contract    Anniversary   reduced
          proportionally   by  any   surrenders   subsequent  to  that  Contract
          Anniversary in the same proportion that the Contract Value was reduced
          on the date of a Surrender; or

     3. an amount equal to (a) plus (b) where:

          (a)  is equal to the total of all Premiums paid on or before the first
               Contract Anniversary  following Your 85th birthday,  adjusted for
               surrenders  as  described  below  and  then  accumulated  at  the
               compound  interest  rates  shown below for the number of complete
               years, not to exceed 10, from the date of receipt of each Premium
               to the  earlier  of the  date  of  death  or the  first  Contract
               Anniversary following Your 85th Birthday:

                    0% per annum if death  occurs  during the 1st  through  24th
                    month from the date of Premium payment;

                    2% per annum if death  occurs  during the 25th  through 48th
                    month from the date of Premium payment;

                    4% per annum if death  occurs  during the 49th  through 72nd
                    month from the date of Premium payment;

                    6% per annum if death  occurs  during the 73rd  through 96th
                    month from the date of Premium payment;

                    8% per annum if death occurs  during the 97th through  120th
                    month from the date of Premium payment;

                    10% per annum  (for a maximum  of 10 years) if death  occurs
                    more than 120 months from the date of Premium Payment; and

          (b)  is  equal  to  all  Premiums   paid  after  the  first   Contract
               Anniversary following Your 85th birthday, adjusted for surrenders
               as described below.


     The charge for the  Enhanced  Equity  Assurance  Plan is equal on an annual
basis to .17% of the average  daily net asset value of the Variable  Account for
Owners  attained  ages 0-59 and .30% of the average daily net asset value of the
Variable Account for Owners attained age 60 and above. 

     Adjustment for surrender.  In the  determination of the death benefit,  for
each  surrender,  a  proportionate  reduction  will be made to each Premium paid
prior to the  surrender.  The proportion is determined by dividing the amount of
the Contract Value  surrendered by the Contract Value  immediately prior to each
surrender.

     The Enhanced Equity Assurance Plan will be in effect if:

     1.   the Owner elected it on the Application;

     2.   the charge for this Rider is shown on the Contract Schedule.



<PAGE>



     The Enhanced Equity  Assurance Plan will cease to be in effect upon receipt
by the  Company of the Owner's  written  request to  discontinue  it or upon the
allocation  of  Contract  Values  to  either  the  Money  Market  Subaccount  or
Guaranteed  Account,  unless  such  allocation  is  made  part  of  Dollar  Cost
Averaging.

Accidental Death Benefit

     The Owner may select the Accidental Death Benefit in addition to any of the
forms of death benefit options. The Accidental Death Benefit is not available if
the  Contract  is used as an IRA.  If at the time of  application  the Owner has
selected the Accidental  Death Benefit,  the  accidental  death benefit  payable
under this option will be equal to the lesser of: 

     1.   the Contract Value as of the date the death benefit is determined; or

     2.   $250,000.

     The  Company  deducts  for each  Valuation  Period a daily  charge  for the
Accidental  Death  Benefit  which  is equal  on an  annual  basis to .05% of the
average daily net asset value of the Variable Account.

     The  Accidental  Death Benefit is payable if the death of the primary Owner
occurs as a result of injury prior to the Contract Anniversary following his/her
75th birthday.  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 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.

     The Accidental Death Benefit will be in effect if:

     1.   the Owner designates this option on the Application; and

     2.   the Accidental Death Benefit charge is shown on the Contract Schedule;

     The Accidental Death Benefit will cease to be in effect upon receipt by the
Company of the Owner's written request to discontinue.



<PAGE>


Payment to Beneficiary

     Upon the death of the Owner prior to the Annuity Date, the  Beneficiary may
elect the death benefit to be paid as follows:

     1.   payment of the entire death benefit  within 5 years of the date of the
          Owner's death; or

     2.   payment  over  the  lifetime  of  the  designated   Beneficiary   with
          distribution beginning within 1 year of the date of death of the Owner
          (see Annuity Options section of this contract); or

     3.   if the designated  Beneficiary is Your spouse, he/she can continue the
          contract in his/her own name.

     If no payment  option is elected  within 60 days of our receipt of proof of
the Owner's death, a single sum settlement  will be made at the end of the sixty
(60) day period  following such receipt.  Upon payment of a death  benefit,  the
Contract will end.


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.  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. If the Owner is not an individual,  the Annuitant shall be treated as the
Owner and any change of such first  named  Annuitant,  will be treated as if the
Owner died.


Death of 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  Value  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 accrued charges
          for  optional  death  benefits  and 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,  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 _____.)



<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  "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 ____.)



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) any applicable accrued charges for optional death benefits (3) the
Contract Maintenance Charge; and (4) any applicable Surrender Charge.



<PAGE>


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.


Company Tax Status

     The Company is taxed as a life insurance  company under 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,



<PAGE>


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  Person,"  on page  ____ 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.


   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 



<PAGE>


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.


   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 any 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 any 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



<PAGE>


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 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-



<PAGE>


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.

     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

     By  attachment of an  endorsement  that reflects the limits of Code section
408(b),  the Contracts  may be used as 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.  Section 408A of the Code
provides special rules for "Roth IRAs." The basic distinction between a Roth IRA
and a regular IRA is that  contributions  to a Roth IRA are not  deductible  and
"qualified distributions" from a Roth IRA are not includable in gross income for
federal  income tax  purposes.  Other  differences  include  the ability to make
contributions to a Roth IRA after age 70 1/2 and to defer  distributions  beyond
age 70 1/2. Taxpayers whose adjusted gross incomes exceed certain levels are not
eligible for Roth IRAs.  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



<PAGE>


(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.

                                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

     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 Boros Cicchetti Berenson & Johnson LLP, Washington, D.C.






<PAGE>


                                TABLE OF CONTENTS

                       STATEMENT OF ADDITIONAL INFORMATION


General Information

     The Company

     Independent Accountants

     Legal Counsel

     Distributor

     Calculation of Performance Related Information

Annuity Provisions

     Variable Annuity Payments

     Annuity Unit

     Net Investment Factor

     Additional Provisions


Financial Statements






<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.  The Guaranteed Account option may not be available in all
states.


     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.  

Allocations To The Guaranteed Account

     The minimum amount that may be allocated to the Guaranteed Account,  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  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 the Guaranteed  Account at any time,  subject to the
conditions set out under Transfer of Contract Values Section.


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.





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