VARIABLE ACCOUNT I OF AIG LIFE INS CO
497, 1998-06-11
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                                     PART A

                           AIG LIFE INSURANCE COMPANY
                                 One Alico Plaza
                           Wilmington, Delaware 19899

                              INDIVIDUAL AND GROUP
                       SINGLE PREMIUM AND FLEXIBLE PREMIUM
                           VARIABLE ANNUITY CONTRACTS

                                   issued by

                               VARIABLE ACCOUNT I

                                       and

                           AIG LIFE INSURANCE COMPANY

      The  Individual  Deferred  Variable  Annuity  Contracts  (the  "Individual
Contracts") and Group Deferred Variable Annuity  Contracts  ("Group  Contracts")
(collectively,  the  "Contracts")  described  in  this  Prospectus  provide  for
accumulation  of Contract Values and payment of monthly  annuity  payments.  The
Contracts may be used in  retirement  plans which do not qualify for federal tax
advantages  ("Non-Qualified  Contracts") or in connection with retirement  plans
which may qualify as Individual  Retirement  Annuities ("IRA") under Section 408
of the Internal  Revenue Code of 1986, as amended (the "Code") or Section 403(b)
of the Code ("403(b)  Plan").  The Contracts will not be available in connection
with  retirement  plans designed by AIG Life Insurance  Company (the  "Company")
which qualify for the federal tax  advantages  available  under Sections 401 and
457 of the Code. Purchasers intending to use the Contracts in connection with an
IRA or 403(b) Plan should seek competent tax advice.

   
     Purchase  payments  for the  Contracts  will be  allocated  to a segregated
investment  account of the Company  which account has been  designated  Variable
Account I (the "Variable  Account").  The Variable  Account invests in shares of
Alliance  Variable  Products Series Fund,  Inc. (the "Fund").  The Fund has made
available the following  Portfolios:  Money Market Portfolio;  Growth Portfolio;
Growth and Income Portfolio; High-Yield Portfolio; International Portfolio; U.S.
Government/High  Grade Securities  Portfolio;  North American  Government Income
Portfolio; Global Dollar Government Portfolio;  Utility Income Portfolio; Global
Bond Portfolio;  Premier Growth  Portfolio;  Total Return  Portfolio;  Worldwide
Privatization  Portfolio;  Quasar Portfolio;  Real Estate Investment  Portfolio;
Conservative Investors Portfolio;  Growth Investors Portfolio;  Short-Term Multi
Market  Portfolio and Technology  Portfolio.  (See "Alliance  Variable  Products
Series Fund,  Inc." on Page __.) The Fund consists of other portfolios which are
not currently available as investment options under the Contracts.
    

     This Prospectus concisely sets forth the information a prospective investor
ought to know before  investing.  Additional  information about the Contracts is
contained in the "Statement of Additional  Information" which is available at no
charge.  The  Statement  of  Additional  Information  has  been  filed  with the
Securities and Exchange Commission and is hereby incorporated by reference.  The
Table of Contents of the  Statement of  Additional  Information  can be found on
page ____of this Prospectus.  For the Statement of Additional  Information dated
May 1,  1998,  call or write AIG Life  Insurance  Company;  Attention:  Variable
Products, One Alico Plaza, Wilmington, Delaware 19801, 1-800-340-2765.

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

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

     INVESTMENTS IN THESE  CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, AND ARE
NOT GUARANTEED OR ENDORSED BY 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: May 1, 1998

                         as amended as of June 11, 1998


                                       2
<PAGE>


                                      TABLE CONTENTS


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

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

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

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

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

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

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

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




                                       3
<PAGE>





                                   DEFINITIONS


Accumulation Period - The period prior to the Annuity Date.

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


Age - Age means age on last birthday.


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

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

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

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

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

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

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

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

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

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

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

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

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


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


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


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


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




                                       4
<PAGE>





                                        HIGHLIGHTS



Purchase payments for the Contracts will be allocated to a segregated investment
account of the Company which account has been designated Variable Account I (the
"Variable  Account").  The Variable  Account invests in shares of the Fund. (See
"Alliance Variable Product Series Fund, Inc." on page .)

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

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


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

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

The Company deducts for each Valuation Period an Administrative  Charge which is
equal on an annual  basis to 0.15% of the  average  daily net asset value of the
Variable  Account.  In addition,  the Company  deducts an annual  Administrative
Charge which is currently $30 per year, from the Contract  Value.  (See "Charges
and Deductions - Deduction for Administrative Charge" on page .)

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


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





The Owner may  return  the  Contract  within  twenty  (20) days (the  "Free Look
Period")  after it is  received  by  delivering  or mailing it to the  Company's
Office.  Single  Premium free look period is 10 days. The return of the Contract
by mail will be effective  when the postmark is affixed to a properly  addressed
and postage prepaid envelope. The Company will refund the Contract Value. In the
case of Contracts  issued in connection  with an IRA the Company will refund the
greater of the purchase  payment,  less any withdrawals,  or the Contract Value.
However, if the laws of a state require that the Company refund, during the Free
Look Period,  an amount equal to the purchase payment paid less any withdrawals,
the Company will refund such an amount.


                                       5
<PAGE>

                               SUMMARY OF EXPENSES


Owner Transaction Expenses

                                                               All Sub-Accounts


Sales Load Imposed on Purchases                                         None

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

      Single Premium Contracts            Flexible Premium Contracts

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

Exchange Fee Currently:
      First 12 Per Contract Year                                        None

      Thereafter                                                        $ 10
      Annual Contract Fee                                               $ 30

Separate Account Expenses
(as a percentage of average account value)
      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>
<CAPTION>
                                                                                              Total
                                                               Management        Other       Portfolio
Portfolio                                                         Fee          Expenses*     Expenses**
- - ---------                                                    ---------       ---------     ---------
<S>                                                             <C>           <C>            <C>
Money Market                                                     0.50%         0.14%          0.64%
Growth                                                           0.75          0.09           0.84
Growth and Income                                                0.63          0.09           0.72
International                                                    0.53          0.42           0.95
U.S. Government/High Grade Securities                            0.60          0.24           0.84
North American Government Investors                              0.56          0.39           0.95
Global Dollar Government                                         0.41          0.54           0.95
Utility Income                                                   0.62          0.33           0.95
Global Bond                                                      0.56          0.38           0.94
Premier Growth                                                   1.00          0.08           1.08
Total Return                                                     0.63          0.25           0.88
Worldwide Privatization                                          0.40          0.55           0.95
Technology                                                       0.76          0.19           0.95
Quasar                                                           0.58          0.37           0.95
Real Estate Investment(1)                                        0.00          0.95           0.95
High Yield(1)                                                    0.00          0.95           0.95
Conservative Investors                                           0.75          0.20           0.95
Growth Investors                                                 0.75          0.20           0.95
Short-Term Multi Market                                          0.55          0.39           0.94
</TABLE>
    

     The purpose of the table set forth above is to assist the Contract Owner in
understanding  the various  costs and expenses  that a Contract  Owner will bear
directly or indirectly.  The table reflects  expenses of the Variable Account as
well as the Funds. The Annual  Administrative Charge for purposes of the Expense
Table,  above, was based upon the assessment of a $30 charge on a Contract Value
of $5,000.  (See "Charges and  Deductions"  on page ____ of this  Prospectus and
each Fund's Prospectus for further  information.) 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 the 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 where you reside.  Premium  taxes  currently
imposed by certain  states on the  Contracts  range from 0% to 3.5% of  premiums
paid. (See "Charges and Deductions -- Deduction for State Premium Taxes" on page
____.)

- - ----------

   
(1)  The expense  percentages  for the  High-Yield  and Real  Estate  Investment
     Portfolios  have 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  Fund's  investment  advisor,  for the  period  ended
     December 31, 1997, were as follows:

     1.10% for  Premier  Growth;  1.03% for  Global  Bond;  1.55% for  Worldwide
     Privatization;  2.31% for Real  Estate  Investment;  8.26% for High  Yield;
     1.42% for International;  1.04% for North American Government Income; 1.29%
     for Global Dollar Government;  1.08% for Utility Income;  1.37% for Quasar;
     1.33% for  Conservative  Investors;  1.70 for  Growth  Investors;  1.42 for
     Short-Term  Multi  Market and 1.19% for  Technology,  of average  daily net
     assets. For the year ended December 31, 1997 expenses of the Premier Growth
     Portfolio were capped at .95%. Effective May 1, 1998 Alliance  discontinued
     expense reimbursement with respect to the Premier Growth Portfolio.
    

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

                                       6
<PAGE>



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

                                             If you surrender
<TABLE>
<CAPTION>

   

Portfolio                              1 Year    3 Years     5 Years   10 Years

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

Money Market                              77          105        134       243
Growth                                    79          111        144       264
Growth and Income                         78          107        138       251
High Yield                                80          114        149       275
International                             80          114        149       275
U.S. Gov't/High Grade Securities          79          111        144       264
North American Gov't Income               80          114        149       275
Global Dollar Government                  80          114        149       275
Utility Income                            80          114        149       275
Global Bond                               80          114        149       274
Premier Growth                            81          115        155       288
Total Return                              79          112        146       268
Worldwide Privatization                   80          114        149       275
Technology                                80          114        149       275
Quasar                                    80          114        149       275
Real Estate Investment                    80          114        149       275
Conservative Investors                    80          114        149       275
Growth Investors                          80          114        149       275
Short-Term Multi Market                   80          114        149       274
</TABLE>

    



                                       7
<PAGE>

   


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


                                        If you surrender

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

Money Market                          75        102       131           243
Growth                                77        108       141           264
Growth and Income                     76        104       135           251
International                         78        111       147           275
U.S. Gov't/High Grade Securities      77        108       141           264
North American Gov't Income           78        111       147           275
Global Dollar Government              78        111       147           275
Utility Income                        78        111       147           275
Global Bond                           78        111       146           274
High Yield                            78        111       147           275
Premier Growth                        80        115       153           288
Total Return                          78        109       143           268
Worldwide Privatization               78        111       147           275
Technology                            78        111       147           275
Quasar                                78        111       147           275
Real Estate Investment                78        111       147           275
Conservative Investors                78        111       147           275
Growth Investors                      78        111       147           275
Short-Term Multi Market               78        111       146           274
</TABLE>

    

   

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




                                                            If you annuitize or
                                                            if you do not surrender


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

Money Market                             21         66        113     243
Growth                                   23         72        123     264
Growth and Income                        22         68        117     251
High Yield                               24         75        129     275
International                            24         75        129     275
U.S. Gov't/High Grade Securities         23         72        123     264
North American Gov't Income              24         75        129     275
Global Dollar Government                 24         75        129     275
Utility Income                           24         75        129     275
Global Bond                              24         75        128     274
Premier Growth                           26         79        135     288
Total Return                             24         73        125     268
Worldwide Privatization                  24         75        129     275
Technology                               24         75        129     275
Quasar                                   24         75        129     275
Real Estate Investment                   24         75        129     275
Conservative Investors                   24         75        129     275
Growth Investors                         24         75        129     275
Short-Term Multi Market                  24         75        128     274
</TABLE>

    

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


<PAGE>

   


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



                                             1997          1996             1995          1994       1993      1992

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

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


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

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

INTERNATIONAL
    Accumulation Unit Value
      Beginning of Period                     12.26           11.60            10.71         10.17      10.00    N/A
      End of Period                           12.50           12.26            11.60         10.71      10.17    N/A
    Accum Units o/s @ end of period    3,700,183.10    2,718,751.84       981,260.91    447,407.41  21,717.14    N/A

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

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

GLOBAL DOLLAR GOVERNMENT
    Accumulation Unit Value
      Beginning of Period                     14.56           11.82             9.74         10.00     N/A       N/A
      End of Period                           16.25           14.56            11.82          9.74     N/A       N/A
    Accum Units o/s @ end of period      714,986.09      469,801.08       238,452.60     69,320.82     N/A       N/A

UTILITY INCOME
    Accumulation Unit Value
      Beginning of Period                     12.57           11.82             9.87         10.00     N/A       N/A
      End of Period                           15.58           12.57            11.82          9.87     N/A       N/A
    Accum Units o/s @ end of period      910,470.43      812,579.02       358,005.39    111,604.02     N/A       N/A

GLOBAL BOND
    Accumulation Unit Value
      Beginning of Period                     13.24           12.64            10.28         11.00       9.96     10.00
      End of Period                           13.14           13.24            12.64         10.28      11.00      9.96
    Accum Units o/s @ end of period      708,242.42      579,082.99       213,886.71     85,875.16  18,846.45  5,444.00

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

TOTAL RETURN
    Accumulation Unit Value
      Beginning of Period                     13.37           11.78             9.65         10.00     N/A        N/A
      End of Period                           15.97           13.37            11.78          9.65     N/A        N/A
    Accum Units o/s @ end of period    1,780,440.77    1,155,818.92       328,256.04     34,684.53     N/A        N/A


</TABLE>
                                                        12
<PAGE>
<TABLE>
<CAPTION>

                                               1997          1996             1995          1994       1993      1992

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


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

TECHNOLOGY
    Accumulation Unit Value
      Beginning of Period                     10.89           10.00          N/A          N/A           N/A      N/A
      End of Period                           11.43           10.89          N/A          N/A           N/A      N/A
    Accum Units o/s @ end of period    4,818,385.19    2,127,691.68          N/A          N/A           N/A      N/A

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


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

HIGH YIELD
    Accumulation Unit Value
      Beginning of Period                   N/A           N/A                N/A          N/A           N/A      N/A
      End of Period                         N/A           N/A                N/A          N/A           N/A      N/A
    Accum Units o/s @ end of period         N/A           N/A                N/A          N/A           N/A      N/A

CONSERVATIVE INVESTORS
    Accumulation Unit Value         
      Beginning of Period                     11.84          11.57             10.02        10.00       N/A      N/A
      End of Period                           12.99          11.84             11.57        10.02       N/A      N/A
    Accum Units o/s @ end of period    1,584,750.70   1,109,173.48        405,192.27    62,828.02       N/A      N/A

GROWTH INVESTORS
    Accumulation Unit Value         
      Beginning of Period                     12.43          11.65              9.81        10.00       N/A      N/A
      End of Period                           14.26          12.43             11.65         9.81       N/A      N/A             
    Accum Units o/s @ end of period      824,606.48     609,405.23        292,173.06    29,492.78       N/A      N/A

SHORT-TERM MULTI MARKET 
    Accumulation Unit Value         
      Beginning of Period                    10.79           9.99               9.49        10.29        9.79    N/A    
      End of Period                          11.13          10.79               9.99         9.49       10.29    N/A             
    Accum Units o/s @ end of period     418,440.83     461,069.70         115,207.71    95,717.71   14,511.57    N/A


</TABLE>


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

    Money Market Portfolio                                          May 13, 1993
    Growth Portfolio                                             August 12, 1994
    Growth & Income Portfolio                                     April 16, 1992
    International Portfolio                                         June 1, 1993
    U.S. Government/High Grade Securities Portfolio                June 14, 1993
    North American Government Income Portfolio                     April 8, 1994
    Global Dollar Government Portfolio                              May 26, 1994
    Utility Income Portfolio                                       June 15, 1994
    Global Bond Portfolio                                           May 10, 1993
    Premier Growth Portfolio                                    December 7, 1992
    Total Return Portfolio                                     September 12,1994
    Worldwide Privatization Portfolio                           October 17, 1994
    Technology Portfolio                                        January 22, 1996
    Quasar Portfolio                                             August 15, 1996
    Real Estate Investment Portfolio                             January 7, 1997
    High Yield Portfolio                                       September 9, 1997
    Conservative Investors Portfolio                           September 9, 1994
    Growth Investors Portfolio                                   August 16, 1994
    Short-Term Multi Market Portfolio                              June 25, 1992
    

<PAGE>



Calculation of Performance Data

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

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

     When  the  Company  advertises  the  yield  of a  Sub-account  it  will  be
calculated  based  upon a 30-day  period  ended  on the date of the most  recent
balance sheet of the Company included in its registration  statement.  The yield
is determined by dividing the net investment income per Accumulation Unit earned
during the period by the maximum  offering price per unit on the last day of the
period.

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

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

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

Financial Data

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



<PAGE>


                                   THE COMPANY


     The Company is a stock life insurance  company which is organized under the
laws of the State of Delaware in 1962. The Company provides a full range of life
insurance  and  annuity   plans.   The  Company  is  a  subsidiary  of  American
International  Group,  Inc., which serves as the holding company for a number of
companies  engaged  in the  international  insurance  business,  both  life  and
general, in over 130 countries and jurisdictions around the world.



                                   THE VARIABLE ACCOUNT

     The Board of Directors of the Company adopted a resolution to establish the
Variable Account pursuant to Delaware  insurance law. The Company has caused the
Variable Account to be registered with the Securities and Exchange Commission as
a unit investment trust pursuant to the provisions of the Investment Company Act
of 1940.

     The  assets  of the  Variable  Account  are the  property  of the  Company.
However,  the assets of the  Variable  Account,  equal to the reserves and other
contract  liabilities with respect to the Variable  Account,  are not chargeable
with  liabilities  arising out of any other  business  the Company may  conduct.
Income, gains and losses,  whether or not realized,  are, in accordance with the
Contracts, credited to or charged against the Variable Account without regard to
other income, gains or losses of the Company. The Company's  obligations arising
under the  Contracts  are general  corporate  obligations  of the  Company.  The
Variable Account may be subject to liabilities  arising from Sub-accounts  whose
assets are  attributable  to other  variable  annuity  contracts  offered by the
Variable Account which are not described in this Prospectus.

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


                                         THE FUND




   
     Alliance  Variable  Products  Series  Fund,  Inc.  will act as the  funding
vehicle  for the  Contracts  offered  hereby.  The Fund is managed  by  Alliance
Capital Management, L.P., (the "Advisor"). The Fund is an open-end,  diversified
management  investment company,  which is intended to meet differing  investment
objectives. The Fund has made available the following portfolios:  Money Market;
Growth; Growth and Income; International; U.S. Government/High Grade Securities;
North American  Government  Income;  Global Dollar  Government;  Utility Income;
Global Bond; Premier Growth; Total Return; Worldwide Privatization;  Technology;
Quasar;  Real  Estate  Investment;  Conservative  Investors;  Growth  Investors;
Short-Term  Multi  Market  and  High  Yield.  The  Advisor  has  entered  into a
sub-advisory  agreement with AIGAM International Limited (the "Sub-Advisor"),  a
wholly-owned  subsidiary  of AIG and an  affiliate  of the  Company,  to provide
investment advice for the Global Bond Portfolio.
    


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

     The investment objectives of the Portfolios are as follows:

Money Market Portfolio

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


Growth Portfolio

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

Growth and Income Portfolio

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

High Yield Portfolio

     This portfolio seeks the highest level of current income available  without
assuming  undue risk by  investing  principally  in  high-yielding  fixed income
securities.  As a secondary objective, this Portfolio seeks capital appreciation
where  consistent  with  its  primary  objective.   Many  of  the  high-yielding
securities  in which the  High-Yield  Portfolio  invests  are rated in the lower
rating categories (i.e. below investment grade) by nationally  recognized rating
services.  These  securities,  which are often referred to as "junk bonds",  are
subject to  greater  risk loss of  principal  and  interest  than  higher  rated
securities and are considered to be  predominantly  speculative  with respect to
the issuer's capacity to pay interest and repay principal.

International Portfolio

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


North American Government Income Portfolio

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

Global Dollar Government Portfolio

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

Utility Income Portfolio

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

U.S. Government/High Grade Securities Portfolio

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

Global Bond Portfolio

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

Premier Growth Portfolio

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

Total Return Portfolio

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


Worldwide Privatization Portfolio

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

Technology Portfolio

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


Quasar Portfolio

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


Real Estate Investment Portfolio

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

   
Conservative Investors Portfolio

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

Growth Investors Portfolio

     This  Portfolio  seeks the highest  total return  consistent  with what the
Fund's Adviser considers to be reasonable risk by investing in a diversified mix
of publicly traded equity and fixed-income securities.

Short-Term Multi Market Portfolio

     This Portfolio seeks the highest level of current  income,  consistent with
what the  Fund's  Adviser  considers  to be  prudent  investment  risk,  that is
available from a portfolio of high-quality  debt securities  denominated in U.S.
dollars and selected foreign  currencies and having remaining  maturities of not
more than three years.
    

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

Voting Rights

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

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

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

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

Substitution Of Shares

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

Allocation Of Purchase Payments to Sub-accounts

     Initial purchase payments are allocated to the  Sub-account(s)  selected by
the Owner in the  application  except  that in those  states  which  require the
Company to deduct  premium taxes upon receipt of a purchase  payment the Company
will deduct the premium tax prior to  allocating  the  purchase  payment to such
Sub-account(s).  The selection  must specify a percentage  for each  Sub-account
that is a whole  number,  and must be either 0% or a number  equal to or greater
than 10%.  Subsequent  purchase payments under flexible premium Contracts may be
made at any  time  prior  to the  Annuity  Date  and  will be  allocated  to the
Sub-accounts selected by the Owner. If no selection is made, subsequent purchase
payments will be allocated to the Sub-account(s) selected by the Owner according
to the most recent selection  request received at the Company's  Office.  At the
time of the  allocation  the  purchase  payment  is  divided by the value of the
Accumulation Unit for the particular Sub-account for the Valuation Period during
which such  allocation  occurs to  determine  the number of  Accumulation  Units
attributable to the purchase payment.


     The initial  purchase  payment  under an IRA plan will be  allocated to the
Money Market  Sub-account  until the expiration of twenty (20) days from the day
the  Contract is mailed from the  Company's  office.  Single  Premium  free look
period is 10 days.  Thereafter,  the  Contract  Value  shall be  reallocated  in
accordance  with  instructions  specified  in the  application.  In the  case of
flexible  premium  Contracts,  subsequent  purchase  payments  will be  directly
allocated  to the  Sub-account(s)  selected by the Owner  according  to the most
recent selection request received at the Company's Office.


Transfer Of Contract Values

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

     (a)  the amount  transferred  from any Sub-account  must be at least $1,000
          (or the entire Sub-account value, if less);

     (b)  if  less  than  $1,000  would  remain  in the  Sub-account  after  the
          transfer,   the  Company  will  transfer  the  entire  amount  in  the
          Sub-account;

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

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

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

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

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



<PAGE>



                                  CHARGES AND DEDUCTIONS

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


Deduction for State Premium Taxes

     Any premium or other taxes levied by any  governmental  entity with respect
to the  Contracts  will be charged  against  the  purchase  payments or Contract
Value.  Premium taxes currently imposed by certain states on the Contracts range
from 0% to 3.5% of premiums  paid.  Some states assess premium taxes at the time
purchase  payments  are  made;  others  assess  premium  taxes  at the  time  of
annuitization.  Premium  taxes are subject to being  changed or amended by state
legislatures, administrative interpretations or judicial acts.



Deduction for Mortality and Expense Risk Charge

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

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

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

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

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

Deduction for Deferred Sales Charge

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

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


                                                              Deferred
                                                            Sales Charge
   Single Premium Contracts     Flexible Premium Contracts  Percentage



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


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

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


     Certain  restrictions  on  surrenders  are imposed on  Contracts  issued in
connection  with  retirement  plans which qualify as a 403(b) Plans or IRA. (See
"Taxes - 403(b) Plans" on page .)



Deduction for Administrative Charge

     The Company deducts for each Valuation Period a daily Administrative Charge
which is equal on an annual  basis to .15% of the average  daily net asset value
of the  Variable  Account.  The Company  also  deducts an annual  Administrative
Charge which is currently $30 per year, from the Contract Value.

     The daily Administrative  Charge is deducted during the Accumulation Period
and after the Annuity Date.

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

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

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

Deduction for Income Taxes

     The Company deducts from the Contract Value and/or the Variable Account any
Federal income taxes resulting from the operation of the Variable  Account.  The
Company does not currently anticipate incurring any income taxes. Surrenders and
withdrawals may be taxable and subject to a penalty tax. (See "Taxes"  beginning
on page .)


Other Expenses

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


                         ADMINISTRATION OF THE CONTRACTS

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


                           RIGHTS UNDER THE CONTRACTS

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

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

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

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


                                      ANNUITY PERIOD

Annuity Benefits

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

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

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

Annuity Date

     The Annuity Date for the Annuitant is:

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

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

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

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

     (b) the first day of a calendar month.

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


Annuity Options

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

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

     The annuity payment options are:

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

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

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

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

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

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

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

Annuity Payments

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

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

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

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


                                  DEATH BENEFIT

Death Benefit

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

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

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

Death of the Owner

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

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

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

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

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

                              PURCHASING A CONTRACT

Application

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


Purchase Payments

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

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

Discount Purchase Programs

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

Distributor


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


     Commissions not to exceed 7% of purchase  payments will be paid to entities
which sell the Contracts. Additional payments may be made for other services not
directly  related to the sale of the Contracts,  including the  recruitment  and
training  of  personnel,  production  of  promotional  literature,  and  similar
services.


     Under the Glass-Steagall  Act and other laws, certain banking  institutions
may be prohibited from distributing  variable annuity contracts.  If a bank were
prohibited  from  performing  certain  agency  or  administrative  services  and
receiving  fees from 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. 


                                      CONTRACT VALUE

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


                                   WITHDRAWALS

Partial Withdrawal

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

     (a)  the Company must receive a written request;

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

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

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

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


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



Systematic Withdrawal Program

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

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

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

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

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

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

Total Withdrawal

     The Owner may withdraw the entire Contract Value prior to the Annuity Date.
A total withdrawal will cancel the Contract. The total withdrawal value is equal
to the Contract Value next  calculated  after receipt of the written  withdrawal
request,   less  any  applicable   Deferred   Sales  Charge,   less  the  annual
Administrative  Charge and less any  applicable  premium  taxes,  and,  less any
applicable charges assessed to amounts in the General Account. (See "Charges and
Deductions" on page and "Appendix-General Account Option".)

Payment of Withdrawals

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

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

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

                                      TAXES

Introduction

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


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

Company Tax Status

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

Taxation of Annuities in General - Non-Qualified Plans

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

     Withdrawals prior to the Annuity Date

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

     Withdrawals on or after the Annuity Date

     Upon receipt of a lump sum payment on full  surrender of the Contract,  the
recipient is taxed on the portion of the payment that exceeds the  investment in
the contract. The taxable portion is taxed as ordinary income.

     If the recipient  receives annuity payments rather than a lump sum payment,
a portion of the payment is included in taxable income when received.  For fixed
annuity payments, the taxable portion of each payment is generally determined by
using a formula known as the "exclusion ratio," which establishes the ratio that
the  investment in the Contract  bears to the total  expected  amount of annuity
payments  for the  term of the  Contract.  That  ratio is then  applied  to each
payment to  determine  the  nontaxable  portion of the  payment.  The  remaining
portion of each payment is taxed as ordinary income.

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

     The  recipient is able to exclude a portion of the payments  received  from
taxable income until the investment in the Contract is fully recovered.  Annuity
payments are fully taxable after the investment in the Contract is recovered. If
the  recipient  dies before the  investment  in the Contract is  recovered,  the
recipient's estate is allowed a deduction for the remainder.

     Penalty Tax on Certain Withdrawals

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

     If the  penalty  tax does  not  apply to a  withdrawal  as a result  of the
application  of item (iii) above,  and the series of payments  are  subsequently
modified  (other than by reason of death or  disability),  the tax for the first
year in which the  modification  occurs will be  increased by an amount equal to
the tax that would have been  imposed  but for item  (iii)  above as  determined
under Treasury Regulations, plus interest for the deferral period. The foregoing
rule applies if the modification takes place: (a) before the close of the period
which is five years from the date of the first  payment  and after the  taxpayer
attains age 59 1/2; or (b) before the taxpayer reaches age 59 1/2.

     Assignments

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


     Generation Skipping Transfer Tax

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


     Distribution-at-Death Rules

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


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

     Gifts of Contracts

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

     Contracts Owned by Non-Natural Persons

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

     Section 1035 Exchanges

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


     Multiple Contracts

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


     Withholding

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

     Lump-sum Distribution or Withdrawal

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

     Annuity Payments

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

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


Diversification Standards

     To comply  with the  diversification  regulations  promulgated  under  Code
Section 817(h) (the  "Diversification  Regulations"),  after a start-up  period,
each Sub-account is required to diversify its investments.  The  Diversification
Regulations generally require that on the last day of each quarter of a calendar
year no more than 55% of the value of the assets of a Sub-account is represented
by any one investment,  no more than 70% is represented by any two  investments,
no more than 80% is represented by any three  investments,  and no more than 90%
is represented by any four investments. A "look-through" rule applies so that an
investment  in the Fund is not  treated as one  investment  but is treated as an
investment  in a pro-rata  portion  of each  underlying  asset of the Fund.  All
securities of the same issuer are treated as a single investment. In the case of
government securities, each Government agency or instrumentality is treated as a
separate issuer.

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

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


Tax-Favored Plans


      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 includible 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 a Owner's ability
to make partial withdrawals from Code Section 403(b) Contracts,  if attributable
to purchase payments made under a salary reduction agreement. Specifically, Code
Section 403(b)(11) allows a Owner to make a surrender or partial withdrawal only
(a) when the employee  attains age 59 1/2,  separates  from  service,  dies,  or
becomes  disabled (as defined in the Code),  or (b) in the case of hardship.  In
the case of  hardship,  only an amount  equal to the  purchase  payments  may be
withdrawn.  In addition,  403(b) Plans are subject to  additional  requirements,
including:  eligibility,  limits on contributions,  minimum  distributions,  and
nondiscrimination  requirements  applicable  to the  employer.  Owners and their
employers are responsible for compliance with these rules.  Contracts offered in
connection with a 403(b) Plan offered by this  Prospectus,  are not available in
all states.

                                LEGAL PROCCEDINGS

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

                                  LEGAL MATTERS


     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.






                                       32
<PAGE>

          TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION


                                                           PAGE
General Information.................................
   The Company......................................
   Independent Accountants..........................
   Legal Counsel....................................
   Distributor......................................
   Calculation of Performance Related Information...
Annuity Provisions..................................
   Variable Annuity Payments........................
   Annuity Unit.....................................
   Net Investment Factor............................
   Additional Provisions............................
Financial Statements................................





<PAGE>



                                    APPENDIX

GENERAL ACCOUNT OPTION

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

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

INVESTMENTS IN THE GENERAL ACCOUNT


     An allocation of the initial Purchase Payment to the General Account Option
must equal the greater of (a) or (b) where:  (a) is a percentage that is a whole
number,  equal to or greater than 10% and (b) is a dollar  amount which is equal
to or greater than $3,000.  Subsequent  Purchase Payments under flexible premium
Contracts  allocated to the General  Account  Option must be equal to or greater
than $3,000.  Amounts invested in the General Account are credited with interest
on a daily basis at the then applicable  effective guarantee rate. The effective
guarantee  rate is that rate in effect  when the Owner  allocates  or  transfers
amounts  to the  General  Account.  If the Owner has  allocated  or  transferred
amounts at different times to the General  Account,  each allocation or transfer
may have a  unique  effective  guarantee  rate and the  General  Account  Option
associated with that amount. We guarantee that the effective guarantee rate will
not be changed more than once per year and will not be less than 3%.


GENERAL ACCOUNT TRANSFERS

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

MINIMUM SURRENDER VALUE


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






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