VARIABLE ACCOUNT I OF AIG LIFE INS CO
N-4, 1999-12-28
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             AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
                                December 28, 1999

                                                      FILE NO. 333-________
                                                               811-5301

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

         Pre-Effective Amendment No.                          [   ]

         Post-Effective Amendment No.                         [   ]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

         Amendment No.                                        [   ]

                        (Check appropriate box or boxes.)

                               VARIABLE ACCOUNT I
                           (Exact Name of Registrant)

                           AIG Life Insurance Company
                               (Name of Depositor)

                      600 King Street, Wilmington, DE 19801
         (Address of Depositor's Principal Executive Offices) (Zip Code)

                                 (302) 594-2978
               (Depositor's Telephone Number, including Area Code)

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





   Copies to:

Michael Berenson, Esq.             and      Ernest T. Patrikis, Esq.
Jorden Burt Boros Cicchetti                 American International Group, Inc.
Berenson & Johnson LLP                      70 Pine Street
1025 Thomas Jefferson Street, N.W.          New York, NY  10270
Washington, DC  200007-0805

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

It is proposed that this filing will become effective (check appropriate box)

___ immediately  upon  filing  pursuant to  paragraph  (b) of Rule 485

___ on _________  pursuant to paragraph (b) of Rule 485

___ 60 days after filing pursuant to paragraph (a)(i) of Rule 485

___on ______  pursuant to paragraph  (a)(i) of Rule 485

___ on _____ pursuant to paragraph (a)(ii) of Rule 485

If appropriate, check the following box:

___  This  post-effective  amendment  designates  a  new  effective  date  for a
previously filed post-effective amendment.

Title  of  Securities  Being  Registered:   Flexible  premium  deferred  annuity
contracts.



<PAGE>


                              CROSS REFERENCE SHEET
                             (required by Rule 495)

                                     PART A

         Item No.                                Location

Item 1.  Cover Page                              Cover Page
Item 2.  Definitions                             Definitions
Item 3.  Synopsis                                General Description
Item 4.  Condensed Financial Information         Condensed Financial
                                                  Information
Item 5.  General Description of Registrant,      Investment Options
         Depositor, and Portfolio Companies      Other Information
Item 6.  Deductions and Charges                  Charges and Deductions
Item 7.  General Description of Variable         The Contract
         Annuity Contracts
Item 8.  Annuity Period                          Annuity Payments
Item 9.  Death Benefit                           Death Benefit
Item 10.  Purchases and Contract Value           Investment Options
Item 11.  Redemptions                            Access to Your Money
Item 12.  Taxes                                  Taxes
Item 13.  Legal Proceedings                      Legal Proceedings
Item 14.  Table of Contents of the Statement of  Table of Contents of
             Additional Information              the Statement of Additional
                                                  Information

                                     PART B

Item 15.  Cover Page                             Cover Page
Item 16.  Table of Contents                      Table of Contents
Item 17.  General Information and History        General Information
Item 18.  Services                               General Information/
                                                 Independent Accountants/
                                                 Legal Counsel
Item 19.  Purchase of Securities Being Offered   The Contract;
                                                 Charges and Deductions
                                                 (Part A)
Item 20.  Underwriters                           General Information/
                                                 Distributor
Item 21.  Calculation of Performance Data        Calculation of Performance Data
Item 22.  Annuity Payments                       Annuity Provisions
Item 23.  Financial Statements                   Financial Statements

                                     PART C

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



<PAGE>


                                     PART A
<PAGE>



                      OVATION PLUS VARIABLE ANNUITY PROFILE

This profile is a summary of some of the more  important  points that you should
know and consider before purchasing a variable annuity.  The variable annuity is
more fully  described  in the  accompanying  prospectus.  The  sections  in this
summary  correspond  to sections in the  prospectus  which discuss the topics in
more detail. All capitalized terms are used as defined in the prospectus. Please
read the prospectus carefully.

                               _____________, 2000

================================================================
1.       OVATION PLUS VARIABLE ANNUITY
================================================================

A variable annuity contract is between you and AIG Life Insurance Company. It is
designed to help you invest on a tax-deferred basis and meet long-term financial
goals, such as providing you with retirement income. Tax deferral means all your
money,  including the amount you would  otherwise  pay in current  income taxes,
remains in your contract to generate more earnings.

This prospectus offers a choice of investment options. You may divide your money
among any or all of the 16  variable  investment  options  provided  by Alliance
Capital Management, L.P. and the fixed investment option. Your investment is not
guaranteed.  The value of your  contract  can  fluctuate up or down based on the
performance of the underlying  investments you select,  and you may experience a
loss.

The variable  investment  portfolios  offer  professionally  managed  investment
choices with goals ranging from capital  preservation to aggressive growth. Your
choices for the various investment options are found on the next page.

Like most  deferred  annuities,  the contract has an  accumulation  phase and an
income phase.  During the accumulation phase, you invest money in your contract.
Your earnings are based on the investment performance of the variable investment
portfolios  to which your money is allocated  and/or the interest rate earned on
the fixed  investment  option.  You may withdraw money from your contract during
the accumulation  phase.  However, as with other tax-deferred  investments,  you
will pay taxes on earnings and untaxed  contributions  when you withdraw them. A
tax  penalty  may apply if you make  withdrawals  before age 59 1/2.  The income
phase begins with the Annuity Date that you select. During the income phase, you
will receive  payments from your  annuity.  Your payments may be fixed in dollar
amount, vary with investment  performance or a combination of both, depending on
where you allocate your money. Among other factors,  the amount of money you are
able to accumulate in your contract during the accumulation phase will determine
the amount of your payments during the income phase.


<PAGE>


================================================================
2.       ANNUITY OPTIONS
================================================================
You can select one of the annuity options listed below:

     (1)  payments for the Annuitant's lifetime;

     (2)  payments for the Annuitant's lifetime, but for not less than 10 years;
          and

     (3)  payments for the lifetime of the survivor of two Annuitants.

We may offer other annuity options, subject to our discretion.

You will need to decide if you want your payments to fluctuate  with  investment
performance,  remain  constant or to reflect a combination  of the two. You will
also select the date on which your payments will begin. Once you begin receiving
payments,  you cannot change your annuity option.  If your contract is part of a
non-qualified  retirement plan (one that is established with after tax dollars),
payments during the income phase are considered partly a return of your original
investment.  The  "original  investment"  part of each payment is not taxable as
income. For contracts which are part of a qualified retirement plan using before
tax dollars, the entire payment is taxable as income.

================================================================
3.       PURCHASING A VARIABLE ANNUITY CONTRACT
================================================================

You can buy a contract through your financial representative,  who can also help
you complete the proper  forms.  The minimum  initial  investment  of $2,000 and
subsequent  amounts of $1,000 or more may be added to your  contract at any time
during the accumulation phase.

We will add a credit to your  Contract  Value  equal to a maximum  of 4% of your
initial premium payment. We call this a Premium Enhancement and fund it from our
general  account.  At our  discretion  we may  offer a  Premium  Enhancement  on
additional premium payments.  A Premium  Enhancement is not a premium payment or
considered part of your premium payment under the contract.

================================================================
4.       INVESTMENT OPTIONS
================================================================

You may  allocate  money to the  following  variable  investment  portfolios  of
Alliance Variable Products Series Fund, Inc.

         Alliance Variable Products Series Fund, Inc.
         (managed by Alliance Capital Management L.P.)

          Global Bond Portfolio
          Global Dollar Government Portfolio
          Growth Portfolio
          Growth and Income Portfolio
          High Yield Portfolio
          International Portfolio
          Money Market Portfolio
          North American Government Income Portfolio
          Premier Growth Portfolio
          Quasar Portfolio
          Real Estate Investment Portfolio
          Technology Portfolio
          Total Return Portfolio
          U.S. Government/High Grade Securities Portfolio
          Utility Income Portfolio
          Worldwide Privatization Portfolio

The fixed  investment  option is our guaranteed  account.  The interest rate may
differ  from  time to time  but we  will  never  credit  less  than a 3%  annual
effective rate. Once  established,  the rate will not change during the selected
period. You may also elect to participate in the dollar cost averaging program.

================================================================
5.       EXPENSES
================================================================

Each year we deduct a $30 contract  maintenance  fee from your  Contract  Value.
This fee is waived if the value of your  contract is at least  $50,000.  We also
deduct  insurance  charges which equal 1.60% annually of the average daily value
of your contract  allocated to the variable  portfolios.  The insurance  charges
include a mortality and expense risk charge of 1.25%, an  administrative  charge
of 0.15%, and a distribution charge of 0.20%.

As with other  professionally  managed  investments,  there are also  investment
charges  imposed on contracts with money  allocated to the variable  portfolios.
These charges,  include  management  fees and other  operating  expenses and are
estimated to range from 0.73% to 1.06%.

If you take money out in excess of the free withdrawal  amount permitted by your
contract,  you may be assessed a surrender charge as a percentage of the premium
you withdraw. The percentage declines over a seven year period as follows:

Premium Year        1   2    3    4    5     6   7     Thereafter

Surrender Charge    6%  6%   5%   5%   4%    3%  2%    None

Each year you are allowed to make 12 transfers without charge.  After your first
12 free transfers, a $10 transfer fee will apply to each subsequent transfer.

You may also be  assessed a premium tax of up to 3.5%  depending  upon the state
where you reside.

The following  chart is designed to help you  understand  the charges under your
contract.  The column "Total Annual  Insurance  Charges"  shows the total of the
1.60% insurance  charges and the $30 contract  maintenance fee. We converted the
contract  maintenance  fee to a  percentage  using an assumed  contract  size of
$40,000.  The actual impact of this charge on your contract may differ from this
percentage.  The column "Total Annual Portfolio Charges" shows portfolio charges
for each  variable  portfolio.  The  third  column  is the  total of all  annual
charges.

The fourth and fifth  columns  show two  examples  of the  charges you would pay
under the contract.  The examples  assume that you invested $1,000 in a contract
that earns 5% annually and that you withdraw your money (1) at the end of year 1
and (2) at the end of year  10.  The  premium  tax is  assumed  to be 0% in both
examples.
<TABLE>

                                                             Total       Total
                                                            Annual      Annual      Total      Total Expenses    Total Expenses
                                                         Insurance     Portfolio    Annual     at the end of      at the end of
                                                            Charges    Charges*    Charges         1 Year           10 Years
Alliance Variable Products Series Fund
<S>                                                             <C>         <C>        <C>           <C>               <C>
Global Bond Portfolio                                           1.60%       0.93%      2.53%         $78               $273
Global Dollar Government Portfolio                              1.60%       0.95%      2.55%          78                275
Growth Portfolio                                                1.60%       0.87%      2.47%          78                267
Growth and Income Portfolio                                     1.60%       0.73%      2.33%          76                252
High Yield Portfolio                                            1.60%       0.95%      2.55%          78                275
International Portfolio                                         1.60%       0.95%      2.55%          78                275
Money Market Portfolio                                          1.60%       0.68%      2.28%          76                247
North American Government Income Portfolio                      1.60%       0.86%      2.46%          78                266
Premier Growth Portfolio                                        1.60%       1.06%      2.66%          80                286
Quasar Portfolio                                                1.60%       0.95%      2.55%          78                275
Real Estate Investment Portfolio                                1.60%       0.95%      2.55%          78                275
Technology Portfolio                                            1.60%       0.95%      2.55%          78                275
Total Return Portfolio                                          1.60%       0.88%      2.48%          78                268
U.S. Government/High Grade Securities Portfolio                 1.60%       0.78%      2.38%          77                257
Utility Income Portfolio                                        1.60%       0.95%      2.55%          78                275
Worldwide Privatization Portfolio                               1.60%       0.95%      2.55%          78                275
</TABLE>

*    Alliance Capital  Management L.P.  voluntarily waived or reimbursed certain
     portfolio charges for the year ended December 31, 1999.

For more detailed information, see "Fee Tables" in the prospectus.

================================================================
6.       TAXES
================================================================

Unlike taxable investments where earnings are taxed in the year they are earned,
taxes on amounts  earned in a  non-qualified  contract (one that is  established
with after tax dollars) are deferred  until they are  withdrawn.  In a qualified
contract  (one that is  established  with before tax dollars  like an IRA),  all
amounts are taxable when they are withdrawn.

When you begin taking distributions or withdrawals from your contract,  earnings
are  considered to be taken out first and will be taxed at your ordinary  income
rate. You may be subject to a 10% tax penalty for  distributions  or withdrawals
before age 59 1/2.

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

7.   ACCESS TO YOUR MONEY

================================================================     You     may
withdraw  free of a  surrender  charge  an  amount  that is  equal  to the  free
withdrawal amount in your contract as of the date you make the withdrawal.  Your
free  withdrawal  amount is equal to the greater of (1) the Contract  Value less
premium paid or (2) 10% of premium paid less the amount of any prior surrender.

Withdrawals in excess of the free withdrawal amount will be assessed a surrender
charge.  Withdrawals  may be made from your  contract  in the  amount of $500 or
more. If you make a withdrawal  during the  twenty-four  month period  following
receipt of a Premium  Enhancement,  except as part of our systematic  withdrawal
program,  we will  reduce the Premium  Enhancement  in the same  proportion  and
deduct it from your Contract Value.

Under the systematic  withdrawal  program,  you may withdraw a maximum of 10% of
your Contract  Value each Contract  Year.  Surrender  charges are not imposed on
withdrawals under this program.  The minimum withdrawal amount is $200. You must
have at least  $24,000  in  Contract  Value  to  participate  in the  systematic
withdrawal program.

After your money has been in the  contract  for seven  full  years,  there is no
surrender  charge on that  portion  of the money that you have  invested  for at
least seven full years. Of course,  you may have to pay income tax on any amount
withdrawn  and a 10%  tax  penalty  may  apply  if you  are  under  age 59  1/2.
Additionally, a surrender charge is not assessed when a death benefit is paid.


<PAGE>



================================================================
8.        PERFORMANCE
================================================================

The  value  of  your  annuity  will  fluctuate  depending  upon  the  investment
performance of the portfolios you choose.

The following  chart shows total returns for each portfolio for the time periods
shown.  These numbers reflect the insurance  charges,  the contract  maintenance
fee, and the investment charges.  The chart also reflects receipt of the Premium
Enhancement.  Surrender  charges are not reflected in the chart.  If a surrender
charge was reflected,  the performance  would be lower.  Past  performance is no
guarantee of future results.

                             SUMMARY OF PERFORMANCE
<TABLE>


                                                 1999   1998  1997 1996 1995 1995 1994 1993 1992

Alliance Variable Products Series Fund, Inc.
<S>                                               <C>   <C>   <C>  <C>  <C>  <C>  <C>  <C>  <C>
Global Bond Portfolio
Global Dollar Government Portfolio
Growth Portfolio
Growth and Income Portfolio
High Yield Portfolio
International Portfolio
Money Market Portfolio
N. A. Government Income Portfolio
Premier Growth Portfolio
Quasar Portfolio
Real Estate Investment Portfolio
Technology Portfolio
Total Return Portfolio
U.S. Government/High Grade Securities Portfolio
Utility Income Portfolio
Worldwide Privatization Portfolio
</TABLE>

================================================================
9.       DEATH BENEFIT
================================================================

If you should die during the accumulation phase, your beneficiary will receive a
death benefit. Unless you choose one or more of the optional death benefits, the
traditional  death  benefit will be paid.  You may select from the death benefit
options  described  below at the time you purchase your contract.  Once we issue
your  contract,  you cannot add death benefit  options.  You should discuss with
your  financial   representative  which  option  is  best  for  you.  Additional
information is available in the prospectus.

Traditional Death Benefit

The traditional death benefit is equal to the greatest of:

     (1)  the Contract Value, less any Premium Enhancement paid during the prior
          twenty-four months;

     (2)  the  total  of  all  premium  paid,  reduced   proportionally  by  any
          surrenders in the same  proportion that the Contract Value was reduced
          on the date of a surrender; or

     (3)  the greatest Contract Value at any seventh Contract Anniversary,  less
          any  Premium  Enhancement  paid during the prior  twenty-four  months,
          reduced  proportionally by any surrenders  subsequent to that Contract
          Anniversary in the same proportion that the Contract Value was reduced
          on the date of a surrender  plus any premiums paid  subsequent to that
          Contract Anniversary.

The  traditional  death  benefit  will be  paid if no  other  death  benefit  is
selected.

Optional Death Benefits

There is a charge for each optional  death  benefit.  Prior to  determining  the
amount of any of the following optional death benefits,  the Contract Value will
be reduced by the accrued  charge for the optional  death  benefit if, as of the
date of death, the accrued charge had not yet been deducted.

Annual Ratchet Plan.  We will pay a death benefit equal to the greatest of:

     (1)  the Contract Value, less any Premium Enhancement paid during the prior
          twenty-four months;

     (2)  the total of all premium paid reduced proportionally by any surrenders
          in the same proportion that the Contract Value was reduced on the date
          of a surrender; or

     (3)  the  greatest  Contract  Value at any Contract  Anniversary,  less any
          Premium Enhancement paid during the prior twenty-four months,  reduced
          proportionally   by  any   surrenders   subsequent  to  that  Contract
          Anniversary in the same proportion that the Contract Value was reduced
          on the date of a surrender.

Equity Assurance Plan.  We will pay a death benefit equal to the greatest of:

     (1)  the Contract Value, less any Premium Enhancement paid during the prior
          twenty-four months;

     (2)  the greatest Contract Value at any seventh Contract Anniversary,  less
          any Premium Enhancement paid during the prior twenty-four months, plus
          any  premium   subsequent   to  the   Contract   Anniversary   reduced
          proportionally   by  any   surrenders   subsequent  to  that  Contract
          Anniversary in the same proportion that the Contract Value was reduced
          on the date of a surrender; or

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

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

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

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

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

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

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

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

         (b) is equal to all premium paid after the first  Contract  Anniversary
following your 85th birthday, adjusted for surrenders.

Accidental Death Benefit

If you select the  accidental  death  benefit it will be paid in addition to the
traditional or optional  death benefit in effect at the time of your death.  The
accidental  death benefit is not available if the contract is used as an IRA. If
selected,  the accidental  death benefit payable under this option will be equal
to the lesser of:

(1)      the Contract Value, less any Premium  Enhancement paid during the prior
         twenty-four months, as of the date the death benefit is determined; or

(2).     $250,000.

================================================================
10.      OTHER INFORMATION
================================================================

Right to Examine and Cancel:  You may cancel your  contract  within ten days (or
longer  if  your  state   requires  a  longer  period)  by  mailing  it  to  our
Administrative  Office.  Your  contract  will be  treated as void on the date we
receive  it and we will pay you an amount  equal to the  value of your  contract
less any Premium Enhancement (unless otherwise required by state law). Its value
may be more or less than the money you initially invested.

Dollar Cost  Averaging:  If selected,  this program  allows you to invest in the
portfolios  gradually over time at a fixed dollar amount or a certain percentage
each month.  This type of  investing  will cover  various  market  cycles.  Your
Contract Value must be at least $12,000 to elect this option.

Asset  Rebalancing:  If selected,  this program seeks to keep your investment in
line with your goals.  We will maintain your specified  allocation mix among the
subaccounts  that you selected.  The Contract Value allocated to each subaccount
will grow or decline in value at  different  rates  during  the  quarter.  Asset
rebalancing  automatically  reallocates according to the allocation  percentages
you selected.

Systematic  Withdrawal Program: If selected,  this program allows you to receive
either  monthly or  quarterly  withdrawals  during the  accumulation  phase.  Of
course,  withdrawals  may be taxable  and a 10% tax penalty may apply if you are
under age 59 1/2.  Your  Contract  Value must be at least  $24,000 to elect this
option.  We will not reduce any Premium  Enhancement as a result of a withdrawal
under this program.

Confirmations and Quarterly Statements:  You will receive a confirmation of each
financial  transaction  within your  contract.  On a quarterly  basis,  you will
receive a complete  statement of your  transactions  over the past quarter and a
summary of your Contract Value.

================================================================
11.      INQUIRIES
================================================================

If you have  questions  about your contract or need to make  changes,  call your
financial representative or contact us at:

         AIG Life Insurance Company
         c/o Delaware Valley Financial Services
         300 Berwyn Park
         P.O. Box 3031
         Berwyn, PA  19312-0031
         Telephone Number 1-800-255-8402


<PAGE>

                                   PROSPECTUS

                     OVATION PLUS VARIABLE ANNUITY CONTRACT
                                    issued by
                           AIG LIFE INSURANCE COMPANY
                                   through its
                               VARIABLE ACCOUNT I

This  prospectus   describes  a  variable  annuity  contract  being  offered  to
individuals and groups. It is a flexible premium, deferred annuity contract with
a  fixed  investment  option.  Please  read  this  prospectus  carefully  before
investing and keep it for future reference.

The contract has  seventeen  investment  options to which you can allocate  your
money  -  sixteen  variable  investment  options  listed  below  and  one  fixed
investment  option.  The fixed investment option is our guaranteed account which
earns a minimum of 3% interest.  The variable  investment options are portfolios
of the Alliance Variable Products Series Fund, Inc.

Alliance Variable Products Series Fund, Inc.
(managed by Alliance Capital Management L.P.)

Global Bond Portfolio
Global Dollar Government Portfolio
Growth Portfolio
Growth & Income Portfolio
High-Yield  Portfolio
International  Portfolio
Money Market Portfolio
North American  Government  Income Portfolio
Premier Growth Portfolio
Quasar Portfolio
Real Estate  Investment  Portfolio
Technology  Portfolio
Total Return Portfolio
U.S. Government/High Grade Securities Portfolio
Utility Income Portfolio
Worldwide Privatization  Portfolio

To learn more about the  contract,  you can  obtain a copy of the  Statement  of
Additional  Information  ("SAI") dated __________,  2000. The SAI has been filed
with the  Securities  and Exchange  Commission  ("SEC") and is  incorporated  by
reference into this prospectus.  The table of contents of the SAI appears on the
last  page of this  prospectus.  For a free  copy of the  SAI,  call us at (800)
255-8402  or write  to us at AIG Life  Insurance  Company,  Attention:  Variable
Products, One Alico Plaza, 600 King Street, Wilmington, Delaware 19801.

In addition, the SEC maintains a website at http://www.sec.gov that contains the
prospectus, SAI, materials incorporated by reference and other information which
we have filed electronically with the SEC.

Variable annuities involve risks, including possible loss of principal. They are
not a deposit  of any bank or  insured  or  guaranteed  by the  Federal  Deposit
Insurance Corporation or any other government agency.

The SEC has not  approved  or  disapproved  of the  contract  or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.


                             _________________, 2000



<PAGE>


=====================================================================
                                TABLE OF CONTENTS
=====================================================================

DEFINITIONS

FEE TABLES

CONDENSED FINANCIAL INFORMATION

THE CONTRACT

     INVESTMENT OPTIONS

     CHARGES AND DEDUCTIONS

ACCESS TO YOUR MONEY

     ANNUITY PAYMENTS

     DEATH BENEFIT

     PERFORMANCE

     TAXES

     OTHER INFORMATION

     FINANCIAL STATEMENTS

     APPENDIX -- CONDENSED FINANCIAL INFORMATION

     TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION



<PAGE>


=====================================================================
                                   DEFINITIONS
=====================================================================
We  have  capitalized  certain  terms  used  in this  prospectus.  To  help  you
understand these terms, we have defined them in this glossary.

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

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

Annuitant  - The person you  designate  whose life  determines  the  duration of
annuity payments involving life contingencies.

Annuity Date - The date on which annuity payments begin.

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

Contract Anniversary - An anniversary of the date we issued your contract.

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

Contract Year - Each period of twelve months  commencing with the date we issued
your contract.

Owner - The person  named as the owner in the  contract or as later  changed and
who has all rights under the contract.

Premium Enhancement - The credit added to your Contract Value equal to a maximum
of 4% of your initial premium payment.  At our discretion we may offer a Premium
Enhancement on additional  premium  payments.  The Premium  Enhancement is not a
premium payment or considered part of your premium payment under the contract.

Premium Year - Any period of twelve months commencing with the date we receive a
premium  payment  and ending on the same date in each  succeeding  twelve  month
period thereafter.

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

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


<PAGE>



=====================================================================
                                   FEE TABLES
=====================================================================

                           Owner Transaction Expenses

Sales Load.............................................................  None

Surrender Charge (as a percentage of premiums surrendered)
     Premium Year 1....................................................    6%
     Premium Year 2....................................................    6%
     Premium Year 3....................................................    5%
     Premium Year 4....................................................    5%
     Premium Year 5....................................................    4%
     Premium Year 6....................................................    3%
     Premium Year 7....................................................    2%
     Thereafter........................................................  None

Transfer Fee
     First 12 Per Contract Year........................................  None
     Thereafter........................................................   $10

Contract Maintenance Fee (waived if Contract Value is $50,000 or greater) $30/yr

Variable Account Annual Expenses (as a percentage of average account value)
     Mortality and Expense Risk Charge.................................... 1.25%
     Administrative Charge................................................ 0.15%
     Distribution Charge.................................................. 0.20%
                                                                           =====
     Total Variable Account Annual Expenses............................... 1.60%



<PAGE>



                            Annual Portfolio Expenses
                           After Waivers/Reimbursement
                     (as a percentage of average net assets)
<TABLE>

                                                           Management               Other       Total Annual
                                                           Fees             Expenses(1)        Portfolio Expenses(2)
Alliance Variable Products Series Fund


<S>                                                               <C>            <C>              <C>
Global Bond Portfolio                                             0.64%          0.29%            0.93%
Global Dollar Government Portfolio                                0.39%          0.56%            0.95%
Growth Portfolio                                                  0.75%          0.12%            0.87%
Growth & Income Portfolio                                         0.63%          0.10%            0.73%
High-Yield Portfolio                                              0.44%          0.51%            0.95%
International Portfolio                                           0.58%          0.37%            0.95%
Money Market Portfolio                                            0.50%          0.18%            0.68%
North American Government Income Portfolio                        0.53%          0.33%            0.86%
Premier Growth Portfolio                                          0.97%          0.09%            1.06%
Quasar Portfolio                                                  0.73%          0.22%            0.95%
Real Estate Investment Portfolio                                  0.08%          0.87%            0.95%
Technology Portfolio                                              0.81%          0.14%            0.95%
Total Return Portfolio                                            0.62%          0.26%            0.88%
U.S. Government/High Grade Securities Portfolio                   0.60%          0.18%            0.78%
Utility Income Portfolio                                          0.58%          0.37%            0.95%
Worldwide Privatization Portfolio                                 0.25%          0.70%            0.95%

</TABLE>

     (1)  Other expenses are based on the expenses  outlined in the prospectuses
          for the Alliance Variable Products Series Funds, Inc.

     (2)  Total annual expenses for the following  portfolios before waivers and
          reimbursement by Alliance Capital Management L.P. for the period ended
          December 31, 1999, were as follows:

                  Global Bond Portfolio                               ____%
                  Global Dollar Government Portfolio                  ____%
                  High-Yield Portfolio                                ____%
                  International Portfolio                             ____%
                  North American Government Income Portfolio          ____%
                  Premier Growth Portfolio                            ____%
                  Quasar Portfolio                                    ____%
                  Real Estate Investment Portfolio                    ____%
                  Technology Portfolio                                ____%
                  Total Return Portfolio                              ____%
                  U.S. Government High Grade Securities Portfolio     ____%
                  Utility Income Portfolio                            ____%
                  Worldwide Privatization Portfolio                   ____%

<PAGE>


                  Example

                  You would pay the following  expenses on a $1,000  investment,
assuming 5% growth:
<TABLE>

                                                                      If you surrender after:

                                                       1 Year        3 Years     5 Years      10 Years

Alliance Variable Products Series Fund
<S>                                                      <C>            <C>         <C>            <C>
Global Bond Portfolio                                    $78            $120        $164           $273
Global Dollar Government Portfolio                        78             120         165            275
Growth Portfolio                                          78             118         161            267
Growth & Income Portfolio                                 76             114         153            252
High-Yield Portfolio                                      78             120         165            275
International Portfolio                                   78             120         165            275
Money Market Portfolio                                    76             112         151            247
North American Government Income Portfolio                78             117         160            266
Premier  Growth  Portfolio                                80             123         170            286
Quasar Portfolio                                          78             120         165            275
Real Estate Investment Portfolio                          78             120         165            275
Technology   Portfolio                                    78             120         165            275
Total Return Portfolio                                    78             118         161            268
U.S. Government/High Grade Securities Portfolio           77             115         156            257
Utility Income Portfolio                                  78             120         165            275
Worldwide Privatization  Portfolio                        78             120         165            275
</TABLE>


<PAGE>
<TABLE>
                                                             If you annuitize or do not surrender after:


                                                          1 Year       3 Years         5 Years      10 Years

Alliance Variable Products Series Fund
<S>                                                             <C>            <C>         <C>           <C>
Globa Bond Portfolio                                            $24            $75         $128          $273
Global Dollar Government Portfolio                               24             75          129           275
Growth Portfolio                                                 24             73          125           267
Growth & Income Portfolio                                        22             69          117           252
High-Yield Portfolio                                             24             75          129           275
International Portfolio                                          24             75          129           275
Money Market Portfolio                                           22             67          115           247
North American Government Income Portfolio                       24             72          124           266
Premier  Growth  Portfolio                                       26             78          134           286
Quasar Portfolio                                                 24             75          129           275
Real Estate Investment Portfolio                                 24             75          129           275
Technology Portfolio                                             24             75          129           275
Total Return Portfolio                                           24             73          125           268
U.S. Government/High Grade Securities Portfolio                  23             70          120           257
Utility Income Portfolio                                         24             75          129           275
Worldwide Privatization  Portfolio                               24             75          129           275
</TABLE>

The  purpose of the tables  set forth in the  example  above is to assist you in
understanding  the various  costs and  expenses  that you will bear  directly or
indirectly.  The  tables  reflect  expenses  of the  variable  account  and  the
portfolios  but do not reflect any  deduction  for premium  taxes,  if any.  The
example should not be considered a  representation  of past or future  expenses.
Actual expenses may be greater or less than those shown.

===============================================================
                         CONDENSED FINANCIAL INFORMATION
================================================================

Historical accumulation unit values are contained in the Appendix.


===================================================================
                                  THE CONTRACT
===================================================================

General Description

An  annuity is a  contract  between  you,  as the  owner,  and a life  insurance
company. The contract provides tax deferral for your earnings,  which means your
earnings  accumulate  on a  tax-deferred  basis until you take money out of your
contract.  It also provides a death benefit and a guaranteed  income in the form
of annuity  payments  beginning on a date you select.  Until you decide to begin
receiving  annuity  payments,  your annuity is in the  accumulation  phase.  The
income phase begins once you begin receiving annuity payments. If you die during
the accumulation phase, we guarantee a death benefit to your beneficiary.

The contract is called a variable  annuity  because you can allocate  your money
among  variable  investment  options.  Each  subaccount of our variable  account
invests in shares of a  corresponding  portfolio of a mutual fund.  Depending on
market  conditions,  the  various  portfolios  may  make or lose  money.  If you
allocate money to the  portfolios,  your Contract Value during the  accumulation
phase will depend on their investment  performance.  In addition,  the amount of
the variable  annuity  payments  you may receive  will depend on the  investment
performance of the portfolios you select for the income phase.

The contract also has a fixed investment  option.  The guaranteed option account
is a fixed  interest  option  that is part of our general  account.  Premium you
allocate to the  guaranteed  option  will earn  interest at a fixed rate that we
set. We guarantee  the interest  rate will never be less than 3%. Your  Contract
Value in the guaranteed option account during the accumulation phase will depend
on the total interest we credit.  During the income phase,  each annuity payment
you receive from the fixed portion of your contract will be for the same amount.

Purchasing a Contract

Premium is the money you give us as payment to buy the contract,  as well as any
additional  money you give us to invest in the  contract  after you own it.  The
minimum  initial  investment for both qualified and  non-qualified  contracts is
$2,000.  You may add premium  payments of $1,000 or more to your contract at any
time during the accumulation phase. You can pay scheduled  subsequent premium of
$100 or more per month by enrolling in an automatic investment plan.

We may refuse any  premium.  In general,  we will not issue a contract to anyone
who is over age 80.

Allocation of Premium

When you  purchase a  contract,  you will tell us how to allocate  your  initial
premium among the investment options. We will allocate additional premium in the
same way unless you tell us otherwise.

At the  time of  application,  we  must  receive  your  initial  premium  at our
Administrative Office before the contract will be effective.  We will issue your
contract and allocate your initial  premium  within two business days. If you do
not give us all the necessary information we need to issue the contract, we will
contact you to obtain it. If we are unable to complete this process  within five
business days, we will send your money back unless you allow us to keep it until
we get all the necessary information.

Premium Enhancement

We will add a  Premium  Enhancement,  funded  by our  general  account,  to your
contract  equal to a maximum  of 4% of your  initial  premium  payment.  We will
allocate the Premium  Enhancement  pro rata among the investment  options in the
same proportion as your premium payment.  We may offer a Premium  Enhancement on
additional premium payments at our discretion.

Premium  Enhancements  are not part of the amount  refunded to you if you cancel
your contract during the right to examine period.  Premium  Enhancements are not
included  in amounts  payable as a death  benefit or upon  surrender  during the
first twenty-four  months after receipt.  If you make a partial surrender during
the twenty-four month period following receipt of a Premium Enhancement,  except
as  part of our  systematic  withdrawal  program,  we will  reduce  the  Premium
Enhancement in the same proportion and deduct it from your Contract Value.

Right to Examine Contract

If you change your mind about owning this contract, you can cancel it within ten
days after  receiving it (or longer if required by state law) by mailing it back
to our  Administrative  Office,  Delaware Valley Financial  Services,  Inc., 300
Berwyn  Park,  P.O.  Box 3031,  Berwyn,  PA  19312-0031.  You will  receive your
Contract  Value,  less  any  Premium  Enhancement,  on the day we  receive  your
request, which may be more or less than the money you initially invested.

In certain  states or if you purchase your contract as an individual  retirement
annuity,  we may be required to return your premium. If you cancel your contract
during the right to examine  period,  we will  return to you an amount  equal to
your premium payments, less any withdrawals and any Premium Enhancement.



Accumulation Units

The value of an  Accumulation  Unit may go up or down from day to day.  When you
pay a premium,  we credit your contract with  Accumulation  Units. The number of
Accumulation  Units  credited is  determined  by dividing  the amount of premium
allocated  to a  subaccount  by the  value  of the  Accumulation  Unit  for that
subaccount.  We calculate the value of an  Accumulation  Unit as of the close of
business  of the New York Stock  Exchange  ("NYSE") on each day that the NYSE is
open for trading.  Except in the case of initial premium, we credit Accumulation
Units to your  contract  at the value  next  calculated  after we  receive  your
premium at our Administrative Office.

The  Accumulation  Unit value for each  portfolio  will vary from one  valuation
period  to the next  based on the  investment  experience  of the  assets in the
portfolio and the deduction of certain charges and expenses.  The SAI contains a
detailed explanation of how Accumulation Units are valued.

Your value in any portfolio is determined by  multiplying  its unit value by the
number of units you own.  Your value within the variable  investment  options is
the sum of your values in all the portfolios.  The total value of your contract,
referred to as the Contract Value,  equals your value in the variable investment
options plus your value in the guaranteed account.

Transfers During the Accumulation Phase

You can transfer  money among the  investment  options by written  request or by
telephone.  You can make twelve  transfers  every Contract Year without  charge.
There is a $10 transfer fee for each  transfer  over twelve in a Contract  Year.
Transfers  as a result of dollar cost  averaging  or asset  rebalancing  are not
counted against your twelve free transfers.

The  minimum  amount  you can  transfer  is $1,000.  You  cannot  make a partial
transfer  if,  after  the  transfer,  there  would be less  than  $1,000  in the
portfolio  from which the  transfer is being made.  Your  transfer  request must
clearly  state  which  investment  options  are  involved  and the amount of the
transfer.

We will accept  transfers by telephone from you, your  representative  or anyone
else  designated  by you.  Neither we nor the funds will be liable for following
telephone  instructions  we  reasonably  believe  to be genuine or for any loss,
damage,  cost or expense in acting on such  instructions.  We have procedures in
place to provide reasonable assurance that telephone instructions are genuine.

We reserve the right to modify,  suspend or terminate the transfer provisions at
any time.


Dollar Cost Averaging

The  contract  has a feature  which  allows  you to  dollar  cost  average  your
allocations to the portfolios by authorizing us to make periodic  allocations of
Contract Value from either the money market  portfolio or the guaranteed  option
to one or more of the other  portfolios.  Dollar cost  averaging is a systematic
method of investing in which  securities  are purchased at regular  intervals in
fixed dollar amounts so that the cost of the securities  gets averaged over time
and possibly over various market cycles.  It will result in the  reallocation of
Contract  Value to one or more  portfolios and these amounts will be credited at
the Accumulation Unit value as of the Valuation Dates on which the exchanges are
effected.  The amounts exchanged from a portfolio will result in a debiting of a
greater  number of units  when the  Accumulation  Unit  value is low and a lower
number of units when the Accumulation Unit value is high.

To elect dollar cost  averaging,  your Contract  Value must be at least $12,000.
You must  send us a  completed  dollar  cost  averaging  request  form  which is
available  from the  Administrative  Office.  We will not consider  your request
unless  your  Contract  Value is at least the  required  amount  or the  premium
submitted is at least $12,000.

Dollar cost  averaging does not guarantee  profits,  nor does it assure that you
will not have losses.

There is no charge for the dollar cost  averaging  program.  In  addition,  your
periodic  transfers  under the dollar  cost  averaging  program  are not counted
against your twelve free  transfers per Contract  Year.  You may not have dollar
cost averaging and asset  rebalancing in effect at the same time. We reserve the
right to modify,  suspend or terminate any dollar cost averaging  program at any
time.

Asset Rebalancing

Once your premium has been allocated among the investment options,  the earnings
may cause the percentage  invested in each investment option to differ from your
allocation  instructions.  You can  direct us to  automatically  rebalance  your
contract  to  return  to your  allocation  percentages  by  selecting  our asset
rebalancing  program.  Rebalancing  will be on a calendar quarter basis and will
occur on the last  business  day of the  quarter.  The  minimum  amount  of each
rebalancing is $1,000.

There is no charge for asset  rebalancing.  In addition,  a  rebalancing  is not
counted  against your twelve free  transfers  each  Contract  Year.  You may not
select dollar cost averaging and asset  rebalancing at the same time. We reserve
the right to modify,  suspend or  terminate  this  program at  anytime.  We also
reserve the right to waive the $1,000 minimum amount for asset rebalancing.

=====================================================================
                               INVESTMENT OPTIONS
=====================================================================

Variable Investment Options

Variable Account I

Our board of directors  authorized the  organization of the variable  account in
1986. The variable account is maintained  pursuant to Delaware insurance law and
is  registered  with the SEC as a unit  investment  trust  under the  Investment
Company Act of 1940,  as amended  (the "1940  Act").  However,  the SEC does not
supervise the management or the investment practices of the variable account.

We own the assets in the  variable  account and use them to support the variable
portion of your contract and other variable annuity contracts described in other
prospectuses.  The variable  account's assets are separate from our other assets
and are not  chargeable  with  liabilities  arising out of any other business we
conduct.  Income, gains or losses,  whether or not realized,  are credited to or
charged  against the  subaccounts  of the  variable  account  without  regard to
income,  gains or losses arising out of any of our other business.  As a result,
the  investment  performance  of each  subaccount  of the  variable  account  is
entirely independent of the investment performance of our general account and of
any other of our variable accounts.

The  variable  account is divided  into  subaccounts,  each of which  invests in
shares of a different portfolio of a mutual fund. We may, from time to time, add
or remove  subaccounts  and the  corresponding  portfolios.  No  substitution of
shares of one  portfolio  for another will be made until you have been  notified
and the SEC has  approved  the change.  If deemed to be in the best  interest of
persons  having voting rights under the  contract,  the variable  account may be
operated as a management  company under the 1940 Act, may be deregistered  under
that  Act in the  event  such  registration  is no  longer  required,  or may be
combined with one or more other variable accounts.

The Fund and Its Portfolios

The Alliance  Variable  Products  Series Fund,  Inc. is a mutual fund registered
with the SEC. It has  additional  portfolios  that are not  available  under the
contract.

You should  carefully  read the fund's  prospectus  before  investing.  The fund
prospectus  is attached to this  prospectus  and contains  detailed  information
regarding  management  of  the  portfolios,  investment  objectives,  investment
advisory  fees and  other  charges.  The  prospectus  also  discusses  the risks
involved in investing in the  portfolios.  Below is a summary of the  investment
objectives of the portfolios available under the contract. There is no assurance
that any of these portfolios will achieve its stated objectives.

Alliance Variable Products Series Fund, Inc.

Global Bond Portfolio seeks a high level of return from a combination of current
income and capital appreciation by investing in a globally diversified portfolio
of high quality debt  securities  denominated in the U.S.  Dollar and a range of
foreign  currencies.  The sub-adviser for this portfolio is AIGAM  International
Limited, an affiliate of American International Group, Inc.

Global Dollar Government  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.

Growth  Portfolio  seeks long-term  growth of capital by investing  primarily in
common stocks and other equity securities.

Growth and  Income  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 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 the nationally  recognized
rating services. These securities,  which are often referred to as "junk bonds,"
are subject to greater risk of loss of principal  and interest than higher rated
securities and are considered to be  predominately  speculative  with respect to
the issuer's capacity to pay interest and repay principal.

International  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.

Money Market  Portfolio seeks safety of principal,  maintenance of liquidity and
maximum current income by investing in a broadly diversified  portfolio of money
market  securities.  An  investment  in the Money  Market  Portfolio  is neither
insured nor  guaranteed by the U.S.  Government.  There can be no assurance that
the  Portfolio  will be able to  maintain a stable net asset  value of $1.00 per
share, although it expects to do so.

North American  Government  Income  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.

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

Quasar  Portfolio  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  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.

Technology  Portfolio  seeks growth of capital  through  investment in companies
expected  to  benefit  from  advances  in  technology.   The  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.

Total Return  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.

U.S.  Government/High  Grade Securities  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.

Utility  Income  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.

Worldwide  Privatization  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 Advisor to be beneficiaries of the privatization process.

Fixed Investment Option

The General Account

Premium you allocate to the guaranteed option goes into our general account. The
general  account is not registered with the SEC. The general account is invested
in assets  permitted by state  insurance law. It is made up of all of our assets
other than assets  attributable  to our variable  accounts.  Unlike our variable
account  assets,  assets in the general  account are subject to claims of Owners
like you, as well as claims made by our other creditors. The Premium Enhancement
is funded from our general account.

The Guaranteed Account Option

The  guaranteed  account  is a fixed  interest  option.  We credit  money in the
guaranteed account with interest on a daily basis at the guaranteed rate then in
effect.  The rate of  interest  to be  credited  to the  guaranteed  account  is
determined wholly within our discretion.  However,  the rate will not be changed
more than once per year. The interest rate will never be less than 3%.

If you allocate  premium to the  guaranteed  account,  the fixed portion of your
Contract Value during the  accumulation  phase will depend on the total interest
we credit to your contract.  During the income phase,  each annuity  payment you
receive from the fixed portion of your contract will be for the same amount.

We reserve the right to delay any payment from the guaranteed  account for up to
six months from the date we receive the request at our Administrative Office, as
permitted by law.

===================================================================
                             CHARGES AND DEDUCTIONS
===================================================================

Insurance Charges

Each day, we deduct insurance  charges from your Contract Value. This is done as
part  of  our  calculation  of  the  value  of  Accumulation  Units  during  the
accumulation  phase and of Annuity Units during the income phase.  The insurance
charges are the mortality and expense risk charge,  the  administrative  charge,
and the charges for the optional death benefits which are described under "Death
Benefit."

Mortality and Expense Risk Charge

The mortality and expense risk charge is equal,  on an annual basis, to 1.25% of
the daily value of the variable  portion of your contract.  We will not increase
this charge. It compensates us for our obligation to make annuity  payments,  to
provide the death benefit,  and for assuming the risk that current  charges will
be insufficient in the future to cover the cost of  administering  the contract.
If the charges under the contract are not sufficient,  we will bear the loss. If
the charges are sufficient, we will keep the balance of this charge as profit.

Administrative Charge

The  administrative  charge is equal,  on an annual basis, to 0.15% of the daily
value of the  variable  portion  of your  contract.  It  compensates  us for our
administrative expenses, which include preparing the contract, confirmations and
statements,  and maintaining  contract records.  If this charge is not enough to
cover the costs of administering the contract, we will bear the loss.

Distribution Charge

The  distribution  charge is equal,  on an annual  basis,  to 0.20% of the daily
value of the variable  portion of your  contract.  It compensates us for certain
sales  distribution  expenses  relating to the  contract.  If this charge is not
enough to cover these costs, we will bear the loss.

Optional Death Benefit Charges

If you elect an optional  death  benefit,  we will assess a daily charge against
the assets in the variable account equal to an annual charge as shown below.

                                          Annual Charge

Equity Assurance Plan                        0.20%

Annual Ratchet Plan                          0.10%

Accidental Death Benefit                     0.05%

Surrender Charge

If you surrender  your contract prior to the Annuity Date during the first seven
years after a premium payment, we will assess a surrender charge as a percentage
of premium withdrawn as shown below:

Premium Year         1     2    3    4    5    6       7     Thereafter

Surrender Charge     6%    6%   5%   5%   4%   3%      2%         0%

For purposes of calculating the surrender  charge, we treat surrenders as coming
from the oldest premiums first (i.e., first-in, first-out). However, we will not
assess a surrender charge on amounts of a partial surrender equal to the greater
of:

     (1)  the Contract Value less premium paid, or

     (2)  up to 10% of premium paid, less the amount of any prior surrender.

You will not  receive  the  benefit  of this  "free  withdrawal  amount"  if you
participate  in  the  systematic  withdrawal  program.  If you  make  a  partial
surrender,  we will  deduct  the  surrender  charge,  if any,  pro rata from the
remaining  value  in  your  contract.  If  insufficient  value  remains  in your
contract,  then we will deduct the  surrender  charge from the amount you are to
receive  as a result  of your  surrender  request.  Likewise,  we will  deduct a
surrender charge on a full surrender from the amount you are to receive.

Contract Maintenance Fee

During the accumulation phase, we will deduct a contract  maintenance fee of $30
from your contract on each Contract Anniversary.  We will not increase this fee.
It  compensates  us for the  expenses  incurred to establish  and maintain  your
contract.  If you  surrender  the entire  value of your  contract,  the contract
maintenance  fee will be deducted prior to the  surrender.  We do not deduct the
contract  maintenance  fee if your  Contract  Value is  $50,000 or more when the
deduction is to be made.

Premium Taxes

We will deduct from your Contract  Value any premium tax imposed by the state or
locality where you reside.  Premium taxes  currently  imposed on the contract by
various  states  range from 0% to 3.5% of  premiums  paid.  These  taxes are due
either when premium is paid or when annuity  payments  begin.  It is our current
practice to charge you for these  taxes when  annuity  payments  begin or if you
surrender the contract in full. In the future,  we may discontinue this practice
and assess the tax when it is due or upon the payment of the death benefit.

Income Taxes

Although we do not currently deduct any charges for income taxes attributable to
your contract, we reserve the right to do so in the future.

Fund Expenses

There are  deductions  from and  expenses  paid out of the assets of the various
portfolios.  These  charges are  described  in the  prospectus  for the Alliance
Variable Products Series Fund, Inc. and are summarized in the fee table.

Reduction or Elimination of Certain Charges and Additional Amounts Credited

We may reduce or eliminate the surrender charge or the administrative  charge or
change the minimum  premium  requirement  when the contract is sold to groups of
individuals  under  circumstances  which reduce our sales expenses.  We may also
vary the Premium  Enhancement  paid. We will  determine the  eligibility of such
groups by considering factors such as:

     (1)  the size of the group;

     (2)  the total amount of premium we expect to receive from the group;

     (3)  the  nature  of the  purchase  and the  persistency  we expect in that
          group;

     (4)  the purpose of the purchase  and whether that purpose  makes it likely
          that expenses will be reduced; and

     (5)  any other circumstances which we believe to be relevant in determining
          whether reduced sales expenses may be expected.

We may also waive or reduce the surrender charge and/or contract maintenance fee
in  connection  with  contracts  sold to  employees,  employees  of  affiliates,
registered  representatives,  employees of  broker-dealers  which have a current
selling  agreement with us, and immediate  family members of those persons.  Any
reduction or waiver may be withdrawn or modified by us.

===================================================================
                              ACCESS TO YOUR MONEY
===================================================================

Generally

Contract Value,  less any Premium  Enhancement paid during the prior twenty-four
months, is available in the following ways:

     o    by  surrendering  all or  part  of  your  Contract  Value  during  the
          accumulation phase;

     o    by receiving annuity payments during the income phase;

     o    when a death benefit is paid to your beneficiary.

Generally,  surrenders are subject to a surrender charge, a contract maintenance
fee  and,  if it is a full  surrender,  premium  taxes.  Surrenders  may also be
subject to income tax and a penalty tax.

To make a surrender you must send a complete and detailed written request to our
Administrative  Office.  We will  calculate  your  surrender  as of the close of
business of the NYSE at the value next determined after we receive your request.
For a  surrender  of your  entire  Contract  Value,  you must  also send us your
contract.

Under most  circumstances,  partial surrenders must be for a minimum of $500. We
require that your Contract Value be at least $2,000 after the surrender.  If the
Contract  Value  would be less than  $2,000 as a result of a  surrender,  we may
cancel the contract. Unless you provide us with different instructions,  partial
surrenders  will be made pro rata from  each  investment  option  in which  your
contract is invested.  If you make a partial  surrender  during the  twenty-four
month period following receipt of a Premium  Enhancement,  except as part of our
systematic  withdrawal  program,  we will reduce the Premium  Enhancement in the
same proportion and deduct it from your Contract Value.

We may be  required to suspend or  postpone  the  payment of a surrender  for an
undetermined period of time when:

     o    the  NYSE is  closed  (other  than a  customary  weekend  and  holiday
          closings);

     o    trading on the NYSE is restricted;

     o    an  emergency  exists such that  disposal of or  determination  of the
          value of shares of the portfolios is not reasonably practicable;

     o    the SEC, by order, so permits for the protection of owners.

Systematic Withdrawal Program

The  systematic  withdrawal  program  allows  you to  make  regularly  scheduled
withdrawals  from your  Contract  Value of at least  $200  each on a monthly  or
quarterly basis. You may change the amount or frequency of withdrawals under the
program once per Contract Year. In order to initiate the program,  your Contract
Value must be at least  $24,000.  A maximum of 10% of your Contract Value may be
withdrawn in a Contract Year.

Surrender  charges are not imposed on  withdrawals  under this  program,  nor is
there any  charge  for  participating  in this  program.  We will not reduce any
Premium Enhancement as a result of a withdrawal under this program.  You may not
elect  this  program  if you have made a partial  surrender  earlier in the same
Contract  Year.  In addition,  the free  withdrawal  amount is not  available in
connection  with  partial  surrenders  you  make  while   participating  in  the
systematic  withdrawal  program.  You will be  entitled  to the free  withdrawal
amount on and after the Contract  Anniversary  next following the termination of
the systematic withdrawal program.

Systematic  withdrawals  will  begin  on the  first  scheduled  withdrawal  date
selected by you following  the date we process your  request.  In the event that
your value in a specified  portfolio or the guaranteed  option is not sufficient
to make a  withdrawal  or if your  request for  systematic  withdrawal  does not
specify the  investment  options from which to deduct  withdrawals,  withdrawals
will be deducted pro rata from your  Contract  Value in each  portfolio  and the
guaranteed option.

The systematic withdrawal program may be canceled at any time by written request
or automatically  by us if your Contract Value falls below $1,000.  In the event
the systematic withdrawal program is canceled,  you may not elect to participate
in the program again until the next Contract Anniversary.

If your Contract is issued in connection with an individual  retirement  annuity
or 403(b)  Plan,  you are  cautioned  that your rights to implement a systematic
withdrawal  program  may be  subject to the terms and  conditions  of your plan,
regardless   of  the  terms  and   conditions   of  your   Contract.   Moreover,
implementation of the systematic  withdrawal  program may subject you to adverse
tax consequences,  including a 10% tax penalty if you are under age 59-1/2.  See
"Taxes" for a discussion of the various tax consequences.

For information,  including the necessary enrollment form, please check with our
Administrative Office. We reserve the right to modify, suspend or terminate this
program at any time.

===================================================================
                                ANNUITY PAYMENTS
===================================================================

Generally

Beginning on the Annuity Date, you will receive  regular annuity  payments.  You
may choose to receive annuity payments that are fixed, variable or a combination
of fixed  and  variable.  We make  annuity  payments  on a  monthly,  quarterly,
semiannual or annual basis.

You select the Annuity Date,  which must be the first day of a month and must be
at least one year after we issue your contract.  You may change the Annuity Date
at least 30 days before payments are to begin.  However,  annuity  payments must
begin by the annuitant's 90th birthday.  Certain states may require that annuity
payments begin prior to such date and we will comply with those requirements.

The  Annuitant is the person on whose life annuity  payments are based.  You may
change the  Annuitant at any time prior to the Annuity  Date. If you are not the
Annuitant and the Annuitant dies before the Annuity Date, you must notify us and
designate a new Annuitant.

Annuity Options

The contract offers three annuity options described below. Other annuity options
may be made available,  including  other  guarantee  periods and options without
life contingencies,  subject to our discretion.  If you do not choose an annuity
option,  annuity payments will be made in accordance with option 2 for 10 years.
If the  annuity  payments  are for joint  lives,  then we will make  payments in
accordance  with option 3. Where  permitted by state law, we may pay the annuity
in one lump sum if your Contract  Value is less than $2,000.  Likewise,  if your
annuity  payments  would be less than $100 a month,  we have the right to change
the  frequency of your payment to be on a semiannual or annual basis so that the
payments  are at least  $100.  We will make  annuity  payments to you unless you
designate  another  person to receive them. In that case,  you must notify us in
writing at least  thirty  days before the Annuity  Date.  You will remain  fully
responsible for any taxes related to the annuity payments.


Option 1 - Life Income

Under this  option,  we will make annuity  payments as long as the  Annuitant is
alive. Annuity payments stop when the Annuitant dies.

Option 2 - Life Annuity with 10 Years Guaranteed

This option is similar to option 1 above,  with the  additional  guarantee  that
payments  will be made for a period you select of at least 10 years.  Under this
option, if the Annuitant dies before all guaranteed payments have been made, the
rest will be paid to the beneficiary for the remainder of the period.

Option 3 - Joint and Last Survivor Income

Under this option, we will make annuity payments as long as either the Annuitant
or a contingent  annuitant is alive. If your Contract is issued as an individual
retirement  annuity,  payments  under  this  option  will be made only to you as
Annuitant or to your spouse.  Upon the death of either of you, we will  continue
to make annuity payments so long as the survivor is alive.

Variable Annuity Payments

If you choose to have any portion of your annuity payments based on the variable
investment options, the amount of your payments will depend upon:

     o    your Contract Value in the portfolios on the Annuity Date;

     o    the 5.0%  assumed  investment  rate used in the annuity  table for the
          contract;

     o    the performance of the portfolios you selected;

     o    the annuity option you selected.

If the actual  performance  exceeds the 5.0% assumed rate, the annuity  payments
will  increase.  Similarly,  if the actual  rate is less than 5.0%,  the annuity
payments will decrease. The SAI contains more information.

Transfers During Income Phase

Transfers  during  the  income  phase are  subject  to the same  limitations  as
transfers  during the  accumulation  phase. See "The Contract - Transfers During
Accumulation  Phase." However, you may only make one transfer each month and you
may only  transfer  money among the  variable  investment  options.  You may not
transfer  money  from the fixed  investment  option to the  variable  investment
options or from the variable investment options to the fixed investment option.

Deferment of Payments

We may defer making fixed annuity payments for up to six months subject to state
law. We will credit interest to you during the deferral period.

===================================================================
                                  DEATH BENEFIT
===================================================================

Death of Owner Before the Annuity Date

If you (or a joint  owner) dies before the Annuity  Date,  the death  benefit is
payable to the beneficiary. The value of the death benefit will be determined as
of the date we receive  proof of death in a form  acceptable to us. If ownership
was changed from one natural person to another natural person, the death benefit
will equal the Contract Value. A surviving spouse  designated as the beneficiary
can elect to continue the contract and become the Owner. The amount of the death
benefit to be paid is  determined by the death  benefit  option  selected at the
time of  application  and is  calculated  in  accordance  with the terms of that
option as described  below.  The amount of the death  benefit will never be less
than the traditional death benefit. If you selected both the annual ratchet plan
and the equity  assurance  plan,  the death  benefit will be the greatest of the
traditional  death  benefit,  the annual  ratchet plan, or the equity  assurance
plan. The accidental death benefit,  if applicable,  will be paid in addition to
any other benefit. All death benefit options may not be available in all states.

Traditional Death Benefit

Under  the  traditional  death  benefit,  we will  pay the  amount  equal to the
greatest of:

     (1)  the Contract Value, less any Premium Enhancement paid during the prior
          twenty-four months;

     (2)  the total of all premium paid reduced proportionally by any surrenders
          in the same proportion that the Contract Value was reduced on the date
          of a surrender; or

     (3)  the greatest Contract Value at any seventh Contract Anniversary,  less
          any  Premium  Enhancement  paid during the prior  twenty-four  months,
          reduced  proportionally by any surrenders  subsequent to that Contract
          Anniversary in the same proportion that the Contract Value was reduced
          on the date of a surrender,  plus any premiums paid subsequent to that
          Contract Anniversary.

The traditional death benefit will be paid unless you selected an optional death
benefit.

Optional Death Benefits

Prior to determining the amount of any of the following optional death benefits,
the Contract  Value will be reduced by the accrued charge for the optional death
benefit  if,  as of the  date of  death,  the  accrued  charge  had not yet been
deducted.

Annual Ratchet Plan.  We will pay a death benefit equal to the greatest of:

     (1)  the Contract Value, less any Premium Enhancement paid during the prior
          twenty-four months;

     (2)  the total of all premium paid reduced proportionally by any surrenders
          in the same proportion that the Contract Value was reduced on the date
          of a surrender; or

     (3)  the  greatest  Contract  Value at any Contract  Anniversary,  less any
          Premium Enhancement paid during the prior twenty-four months,  reduced
          proportionally   by  any   surrenders   subsequent  to  that  Contract
          Anniversary in the same proportion that the Contract Value was reduced
          on the date of a surrender,  plus any premiums paid subsequent to that
          Contract Anniversary.

The annual ratchet plan will be in effect if:

     (1)  you select it on the application; and

     (2)  the charge for the annual ratchet plan is shown in your contract.

The  annual  ratchet  plan will cease to be in effect  upon our  receipt of your
written request to discontinue it.

Equity Assurance Plan. We will pay a death benefit equal to the greatest of:

     (1)  the Contract Value, less any Premium Enhancement paid during the prior
          twenty-four months;

     (2)  the greatest Contract Value at any seventh Contract Anniversary,  less
          any Premium Enhancement paid during the prior twenty-four months, plus
          any  premium   subsequent   to  the   Contract   Anniversary   reduced
          proportionally   by  any   surrenders   subsequent  to  that  Contract
          Anniversary in the same proportion that the Contract Value was reduced
          on the date of a surrender; or

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

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

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

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

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

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

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

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

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

In determining the death benefit,  for each surrender a proportionate  reduction
will be made to each  premium paid prior to the  surrender.  The  proportion  is
determined by dividing the amount of the Contract  Value  surrendered,  less any
Premium  Enhancement paid during the prior  twenty-four  months, by the Contract
Value  immediately  prior to the surrender,  less any Premium  Enhancement  paid
during the prior twenty-four months.

         The Equity Assurance Plan will be in effect if:

          (1)  you select it on the application;

          (2)  the  charge  for  the  equity  assurance  plan is  shown  in your
               contract.

The equity  assurance  plan will cease when we receive your  written  request to
discontinue  it or upon the  allocation  of  Contract  Value to either the money
market portfolio or guaranteed  account option unless such allocation is made as
part of dollar cost averaging.

Accidental Death Benefit

If you selected the accidental death benefit at the time of application, it will
be paid in addition to the  traditional  or optional  death benefit in effect at
the time of your death.  The  accidental  death  benefit is not available if the
contract  is used  in  connection  with an  individual  retirement  annuity.  If
selected at the time of application,  the accidental death benefit payable under
this option will be equal to the lesser of:

         (1)      the Contract Value,  less any Premium  Enhancement paid during
                  the prior twenty-four months, as of the date the death benefit
                  is determined; or

         (2)      $250,000.

The  accidental  death benefit is payable if you die as a result of injury prior
to the Contract  Anniversary  following your 75th birthday.  The death must also
occur  before the Annuity  Date and within 365 days of the date of the  accident
which caused the injury.

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

     o    suicide or attempted  suicide,  while sane or insane, or intentionally
          self-inflicted injuries;

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

     o    injury sustained as a consequence of riding in, including  boarding or
          alighting  from,  any  vehicle or device  used for  aerial  navigation
          except  if you  are a  passenger  on any  aircraft  licensed  for  the
          transportation of passengers;

     o    declared or undeclared war or any act thereof; or

     o    service in the military, naval or air service of any country.

The accidental death benefit will be in effect if:

          (1)  you select it on the Application; and

          (2)  the  charge  for the  accidental  death  benefit is shown in your
               contract.

         The  accidental  death  benefit  will  cease to be in  effect  upon the
Contract anniversary  following your 75th birthday,  or upon our receipt of your
written request to discontinue.

Payment to Beneficiary

Upon your death if prior to the  Annuity  Date,  the  beneficiary  may elect the
death benefit to be paid as follows:

          (1)  payment of the entire death benefit within five years of the date
               of your death; or

          (2)  payment  over  the   beneficiary's   lifetime  with  distribution
               beginning within one year of your date of death; or

If no payment  option is elected  within  sixty days of our  receipt of proof of
your death,  a single sum  settlement  will be made at the end of the  sixty-day
period  following such receipt.  Upon payment of a death  benefit,  the contract
will end.

Death of Owner After the Annuity Date

If you are not the  Annuitant,  and if your death occurs on or after the Annuity
Date,  no death  benefit  will be payable  under the  contract.  Any  guaranteed
payments  remaining unpaid will continue to be paid to the Annuitant pursuant to
the annuity  option in force at the date of your death.  If the  contract is not
owned by an  individual,  the  Annuitant  shall be  treated as the Owner and any
change of the named Annuitant will be treated as if the Owner died.

Death of Annuitant

Before the Annuity Date

If you are not the Annuitant, and if the Annuitant dies before the Annuity Date,
you may name a new  Annuitant.  If you do not name a new Annuitant  within sixty
days after we are notified of the Annuitant's  death, we will deem you to be the
new Annuitant.

After the Annuity Date

If an Annuitant  dies after the Annuity Date,  the remaining  payments,  if any,
will be as specified in the annuity option in effect when the Annuitant died. We
will require proof of the Annuitant's death. The remaining benefit, if any, will
be  paid to the  beneficiary  at  least  as  rapidly  as  under  the  method  of
distribution in effect at the  Annuitant's  death. If you were not the Annuitant
and no beneficiary survives the Annuitant,  we will pay any remaining benefit to
you.

================================================================
                                   PERFORMANCE
================================================================

Occasionally,   we  may  advertise  certain   performance   related  information
concerning  one or more of the  portfolios,  including  total  return  and yield
information.  A portfolio's  performance information is based on the portfolio's
past   performance  only  and  is  not  intended  as  an  indication  of  future
performance.

When we  advertise  the average  annual  total  return of a  portfolio,  it will
usually be calculated  for one, five, and ten year periods or, where a portfolio
has been in existence  for a period of 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 portfolio at the beginning of the relevant  period
to the  value of the  investment  at the end of the  period.  That  assumes  the
deduction  of any  surrender  charge that would be payable if the  account  were
redeemed at the end of the period.  Then the average annual  compounded  rate of
return is  calculated  to produce the value of the  investment at the end of the
period.  We may  simultaneously  present  returns that do not assume a surrender
and, therefore, do not deduct a surrender charge.

When we  advertise  the yield of a portfolio  we will  calculate it based upon a
given thirty day period.  The yield is determined by dividing the net investment
income  earned  per  Accumulation  Unit  during  the  period  by the value of an
Accumulation Unit on the last day of the period.

When we advertise the performance of the money market portfolio we may advertise
the yield or the effective  yield in addition to the total return.  The yield of
the money market  portfolio  refers to the income  generated by an investment in
that portfolio 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  portfolio 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 lower than at the underlying fund
level since it is reduced by all contract charges (surrender  charge,  mortality
and expense risk charge,  administrative  charge, and contract maintenance fee).
Likewise, yield and effective yield at the variable account level are lower than
at the fund level since the  variable  account  level total  return  affects all
recurring charges (except surrender charge).

Performance information for a portfolio may be compared to:

         (1)      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 portfolio's results
                  with  those  of a  group  of  securities  widely  regarded  by
                  investors  as  representative  of the  securities  markets  in
                  general;

         (2)      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;

         (3)      the Consumer Price Index (measure for inflation) to assess the
                  real rate of return from an investment in the Contract; and

         (4)      indices  or  averages  of   alternative   financial   products
                  available to  prospective  investors,  including the Bank Rate
                  Monitor  which  monitors   average  returns  of  various  bank
                  instruments.


<PAGE>


================================================================
                                      TAXES
================================================================

Introduction

The following  discussion  of federal  income tax treatment is general in nature
and is not intended as tax advice.  This  discussion is based on current law and
interpretations,  which may change.  For a discussion of federal income taxes as
they relate to the funds,  please see the  accompanying  fund  prospectuses.  No
attempt is made to consider any  applicable  state or other tax laws.  We do not
guarantee the tax status of your contract.

Annuity Contracts in General

The Internal  Revenue Code (the "Code") provides special rules regarding the tax
treatment of annuity contracts. Generally, you will not be taxed on the earnings
in an annuity  contract  until you take the money  out.  Different  rules  apply
depending on how you take the money out and whether  your  contract is qualified
or non-qualified, as explained below.

If you do not purchase your contract under a retirement  arrangement entitled to
favorable  federal  income tax  treatment,  your  contract  is  referred to as a
non-qualified  contract.  If you  purchase  your  contract  under  a  retirement
arrangement entitled to favorable federal income tax treatment, your contract is
referred to as a qualified contract.

Tax Treatment of Distributions -- Non-Qualified Contracts

If you make a withdrawal  from a  non-qualified  contract or surrender it before
annuity payments begin, the amount you receive will be taxed as ordinary income,
rather  than as a return  of  premium,  until all gain has been  withdrawn.  For
annuity  payments,  any portion of each payment  that is  considered a return of
your premium will not be taxed. There is a 10% tax penalty on any taxable amount
you receive unless the amount received is paid:

         (1)      after you reach age 59-1/2;

         (2)      to your beneficiary after you die;

         (3)      after you become disabled;

         (4)      in a series of substantially  equal installments made not less
                  frequently than annually under a lifetime annuity; or

         (5)      under an immediate annuity.

Assignments

If you assign all or part of the  contract as  collateral  for a loan,  the part
assigned  will be treated as a withdrawal  and the excess of the Contract  Value
over total  premium will be taxed as ordinary  income.  Please  consult your tax
adviser prior to making an assignment of the contract.

Gifts of Contracts

If you  transfer a contract for less than full  consideration,  such as by gift,
you will generally  trigger tax on the gain in the contract.  This rule does not
apply to those transfers between spouses or incident to divorce.

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 premium) 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,  and in other
limited circumstances.

Distribution at Death Rules

Upon the death of the Owner of a contract, certain distributions must be made:

o    If the Owner  dies on or after the  Annuity  Date,  and  before  the entire
     interest in the contract has been  distributed,  the remaining portion will
     be  distributed  at least as quickly as the method in effect on the Owner's
     death;

o    If the Owner dies  before  the  Annuity  Date,  the  entire  interest  must
     generally be distributed within five years after the date of death.

o    If the beneficiary is a natural person, the interest may be annuitized over
     the life of that individual or over a period not extending  beyond the life
     expectancy of that individual, so long as distributions commence within one
     year after the date of death.

o    If the  beneficiary  is  the  spouse  of the  Owner,  the  contract  may be
     continued in the name of the spouse as Owner.

o    If the Owner is not an individual, the death of the "primary annuitant" (as
     defined under the Code) is treated as the death of 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.

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 or
other property 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  Section  1035
transactions.  Prospective  owners  wishing to take advantage of Section 1035 of
the Code should consult their tax advisers.

Tax Treatment of Distributions -- Qualified Contracts

If you purchase your contract  under a tax-favored  retirement  plan or account,
your  contract is referred to as a  qualified  contract.  Examples of  qualified
plans or accounts are:

o    Individual Retirement Annuities ("IRAs");

o    Roth IRAs;

o    Tax Deferred Annuities  (governed by Code Section 403(b) and referred to as
     "403(b) Plans");

o    Keogh Plans; and

o    Employer-sponsored  pension and profit sharing  arrangements such as 401(k)
     plans.

Withdrawals in General

Generally,  with the exception of a Roth IRA, you have not paid any taxes on the
premium  used to buy a qualified  contract or on any  earnings.  Therefore,  any
amount  you take out as a  withdrawal  or as  annuity  payments  will be taxable
income.  In  addition,  a 10% tax  penalty  may apply to the  taxable  part of a
withdrawal received before age 59 1/2. Limited exceptions are provided,  such as
where amounts are paid in the form of a qualified  life  annuity,  upon death or
disability of the employee, to pay certain medical expenses,  or, in some cases,
upon separation from service on or after age 55.

Individual Retirement Annuities

Code  Section 408  permits  eligible  individuals  to  contribute  to an IRA. By
attachment of an  endorsement  that reflects the limits of Code Section  408(b),
the Contracts may be issued as 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.  Most  IRAs  cannot  accept  contributions  after the owner
reaches 702, and must also begin  required  distributions  at that age. Sales of
the  contract for use with IRAs are subject to special  requirements,  including
the requirement that  informational  disclosure be given to each person desiring
to  establish  an IRA.  That person must be given the  opportunity  to affirm or
reverse  a  decision  to  purchase  the  contract.  Contracts  offered  by  this
prospectus  in  connection  with an IRA are not  available  in all  states.  The
accidental  death benefit is not available under a contract issued in connection
with an IRA.

Roth IRAs

Code Section 408A 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.

403(b) Plans

The  contracts  are  also  available  for use in  connection  with a  previously
established  403(b) plan.  Code Section 403(b) imposes  certain  restrictions on
your ability to make partial  surrenders from a contract used in connection with
a 403(b)  Plan,  if  attributable  to  premium  paid  under a  salary  reduction
agreement.  Specifically,  an owner may make a surrender  or partial  withdrawal
only (a) when the employee attains age 59-1/2,  separates from service, dies, or
becomes disabled, or (b) in the case of hardship. In the case of hardship,  only
an amount equal to the premium paid may be  withdrawn.  403(b) Plans are subject
to additional  requirements,  including  eligibility,  limits on  contributions,
minimum  distributions,  and  nondiscrimination  requirements  applicable to the
employer. In particular, distributions generally must commence by April 1 of the
calendar year  following the later of the year in which the employee (a) attains
age 70-1/2,  or (b) retires.  Owners and their  employers  are  responsible  for
compliance with these rules.  Contracts offered by this prospectus in connection
with a 403(b) Plan are not available in all states.

Rollovers

Distributions   from  a  401(a)  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 IRA. A
prospective  owner considering use of the contract in this manner should consult
a competent tax adviser with regard to the  suitability of the contract for this
purpose and for  information  concerning  the tax law  provisions  applicable to
qualified plans, 403(b) plans, and IRAs.

Diversification and Investor Control

The  Code  imposes  certain  diversification   requirements  on  the  underlying
investments for a variable  annuity to be treated as a variable  annuity for tax
purposes.  We believe that the portfolios are being managed so as to comply with
these requirements.

The tax regulations do not provide guidance as to the circumstances  under which
you,  because  of the  degree  of  control  you  exercise  over  the  underlying
investments,  would be considered the owner of the shares of the portfolios.  If
any guidance on this point is provided which is considered a new position,  then
the guidance would generally be applied prospectively. However, if such guidance
is considered not to be a new position,  it may be applied  retroactively.  This
would mean you, as the owner of the  contract,  could be treated as the owner of
assets in the  portfolios.  We reserve the right to make changes to the contract
we think necessary to see that it qualifies as a variable  annuity  contract for
tax purposes.

Withholding

We are  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.  If you do
not provide a social  security number or other taxpayer  identification  number,
you will not be permitted to elect out of withholding. Special withholding rules
apply to payments made to non-resident aliens.

For lump-sum  distributions  or withdrawals,  we are required to withhold 10% of
the taxable portion of any withdrawal or lump sum distribution  unless you elect
out of  withholding.  For annuity  payments,  the company  will  withhold on the
taxable portion of annuity payments based on a withholding  certificate you file
with us. 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.

================================================================
                                OTHER INFORMATION
================================================================

AIG Life Insurance Company

We are a stock life  insurance  company  initially  organized  under the laws of
Pennsylvania and reorganized under the laws of Delaware. We were incorporated in
1962.  Our  principal  business  address is One Alico  Plaza,  600 King  Street,
Wilmington,  Delaware  19801.  We  provide a full  range of life  insurance  and
annuity  plans.  We are a  subsidiary  of  American  International  Group,  Inc.
("AIG"),  which serves as the holding company for a number of companies  engaged
in the  international  insurance  business in  approximately  130  countries and
jurisdictions around the world.

We may occasionally publish in advertisements,  sales literature and reports the
ratings and other information  assigned to AIG by one or more independent rating
organizations  such as A.M.  Best  Company,  Moody's and Standard & Poor's.  The
purpose of the  ratings is to reflect the rating  organization's  opinion of our
financial  strength and should not be  considered  as bearing on the  investment
performance of assets held in the variable account.

The ratings are not  recommendations  to purchase our life  insurance or annuity
products  or to hold or sell these  products,  and the ratings do not comment on
the  suitability  of such  products for a particular  investor.  There can be no
assurance  that any rating will remain in effect for any given period of time or
that  any  rating  will  not  be  lowered  or  withdrawn  entirely  by a  rating
organization  if,  in such  organization's  judgment,  future  circumstances  so
warrant.  The ratings do not reflect the investment  performance of the variable
account or the degree of risk  associated  with an  investment  in the  variable
account.

Ownership

This prospectus  describes both individual  flexible premium  deferred  variable
annuity   contracts  and  group  flexible  premium  deferred   variable  annuity
contracts.  The individual and group contracts  described in this prospectus are
identical  except  that  the  individual  contract  is  issued  directly  to the
individual  owner.  A group  contract  is issued to a  contract  holder  for the
benefit of the  participants in the group. If you are a participant in the group
you will receive a certificate  evidencing  your  ownership.  You, either as the
owner of an individual  contract or as the owner of a certificate,  are entitled
to all the rights and privileges of ownership.  As used in this prospectus,  the
term  contract  is  equally  applicable  to  an  individual  contract  or  to  a
certificate.

Voting Rights

To the extent  required  by law, we will vote the  portfolio  shares held in the
variable  account  at  shareholder  meetings  in  accordance  with  instructions
received from persons  having a voting  interest in the portfolio.  However,  if
legal  requirements or our interpretation of present law changes to permit us to
vote the portfolio shares in our own right, we may elect to do so.

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

We will solicit voting  instructions by mail prior to the  shareholder  meeting.
Each person having a voting interest in a portfolio will receive proxy material,
reports and other materials relating to the appropriate portfolios. We will vote
shares in accordance with instructions  received from the person having a voting
interest.  We will vote shares for which we receive no timely  instructions  and
any shares not  attributable to Owners in proportion to the voting  instructions
we have received.

The voting rights relate only to amounts invested in the variable account. There
are no voting rights with respect to funds allocated to the guaranteed option.

Administration of the Contract

While we have primary  responsibility for all administration of the contract and
the variable account, we have retained the services of Delaware Valley Financial
Services,  Inc.  ("DVFS")  pursuant  to  an  administrative   agreement.   These
administrative  services  include  issuance of the contract and  maintenance  of
Owner records.  DVFS serves as the administrator to various insurance  companies
offering variable annuity contracts and variable life insurance policies.

Legal Proceedings

There are no pending legal proceedings which, in our judgment, are material with
respect to the variable account.

================================================================
                              FINANCIAL STATEMENTS
================================================================

Consolidated  balance sheets of AIG Life  Insurance  Company are included in the
SAI and may be obtained  without  charge by calling (800) 255-8402 or writing to
AIG Life Insurance Company,  Attention:  Variable Products, One Alico Plaza, 600
King Street, Wilmington,  Delaware 19801. A complete set of financial statements
of the  company has been filed  electronically  with the SEC and can be obtained
through its website at http://www.sec.gov.  Financial statements of the variable
account are not included  because no contracts had been issued as of the date of
this prospectus.




<PAGE>


===============================================================
                                    APPENDIX
================================================================

                        CONDENSED FINANCIAL INFORMATION
                           ACCUMULATION UNIT VALUES*


                                         1999 1998 1997 1996 1995 1994 1993 1992
Alliance Variable Products Series Fund
Global Bond Portfolio
Accumulation Unit Value
      Beginning of Period
      End of Period
Accum Units o/s at end of period
Global Dollar Government  Portfolio
Accumulation Unit Value
      Beginning of Period
      End of Period
Accum Units o/s at end of period
Growth Portfolio
Accumulation Unit Value
      Beginning of Period
      End of Period
Accum Units o/s at end of period
Growth & Income  Portfolio
Accumulation Unit Value
      Beginning of Period
      End of Period
Accum Units o/s at end of period
High-Yield  Portfolio
Accumulation Unit Value
      Beginning of Period
      End of Period
Accum Units o/s at end of period
International  Portfolio
Accumulation Unit Value
      Beginning of Period
      End of Period
Accum Units o/s at end of period
Money Market  Portfolio
Accumulation Unit Value
      Beginning of Period
      End of Period
Accum Units o/s at end of period
North American Government Income  Portfolio
Accumulation Unit Value
      Beginning of Period
      End of Period
Accum Units o/s at end of period
Premier Growth Portfolio
Accumulation Unit Value
      Beginning of Period
      End of Period
 Accum Units o/s at end of period
Quasar Portfolio
Accumulation Unit Value
      Beginning of Period
      End of Period
Accum Units o/s at end of period
Real Estate Investment  Portfolio
Accumulation Unit Value
     Beginning of Period
     End of Period
Accum Units o/s at end of period
Technology Portfolio
Accumulation Unit Value
      Beginning of Period
      End of Period
Accum Units o/s at end of period
Total Return Portfolio
Accumulation Unit Value
      Beginning of Period
      End of Period
Accum Units o/s at end of period
U.S. Government/High Grade Securities Portfolio
Accumulation Unit Value
      Beginning of Period
      End of Period
Accum Units o/s at end of period
Utility Income Portfolio
Accumulation Unit Value
      Beginning of Period
      End of Period
Accum Units o/s at end of period
Worldwide Privatization Portfolio
Accumulation Unit Value
      Beginning of Period
      End of Period
Accum Units o/s at end of period

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

         Global Bond Portfolio                                July 15, 1991
         Global Dollar Government Portfolio                   May 2, 1994
         Growth Portfolio                                     September 15, 1994
         Growth and Income Portfolio                          January 14, 1991
         High-Yield Portfolio                                 October 27, 1997
         International Portfolio                              December 28, 1992
         Money Market Portfolio                               December 4, 1992
         North American Government Income Portfolio           May 3, 1994
         Premier Growth Portfolio                             June 26, 1992
         Quasar Portfolio                                     August 5, 1996
         Real Estate Investment Portfolio                     January 9, 1997
         Technology Portfolio                                 January 11, 1996
         Total Return Portfolio                               December 28, 1992
         U.S. Government/High Grade Securities Portfolio      September 17, 1992
         Utility Income Portfolio                             May 10, 1994
         Worldwide Privatization Portfolio                    September 23, 1994






<PAGE>



================================================================
                              TABLE OF CONTENTS OF
                     THE STATEMENT OF ADDITIONAL INFORMATION
================================================================


GENERAL INFORMATION
         AIG Life Insurance Company
         Independent Accountants
         Legal Counsel
         Distributor
         Potential Conflicts

         CALCULATION OF PERFORMANCE DATA
         Yield and Effective Yield Quotations for the Money Market Subaccount
         Yield Quotations for Other Subaccounts
         Total Return Quotations
         Non-Standardized Performance Data

         ANNUITY PROVISIONS
         Variable Annuity Payments
               Annuity Unit Value
               Net Investment Factor
               Additional Provisions

FINANCIAL STATEMENTS



<PAGE>


                                     PART B

<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

                              _______________, 2000

                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                           AIG LIFE INSURANCE COMPANY
                                   through its
                               VARIABLE ACCOUNT I


This statement of additional information is not a prospectus.  It should be read
in conjunction  with the prospectus  describing  the flexible  premium  deferred
annuity  contract.  The  prospectus  concisely  sets  forth  information  that a
prospective investor should know before investing.  For a copy of the prospectus
dated ______________, 2000, call us at (800) 255-8402 or write to us at AIG Life
Insurance  Company,  Attention:  Variable  Products,  One Alico Plaza,  600 King
Street, Wilmington, Delaware 19801.



                                        1

<PAGE>



=====================================================================
                                TABLE OF CONTENTS
=====================================================================


GENERAL INFORMATION...........................................................3
     AIG Life Insurance Company...............................................3
     Independent Accountants..................................................3
     Legal Counsel............................................................3
     Distributor..............................................................3
     Potential Conflicts......................................................3

CALCULATION OF PERFORMANCE DATA...............................................4
     Yield and Effective Yield Quotations for the Money Market Subaccount.....4
     Yield Quotations for Other Subaccounts...................................5
     Total Return Quotations..................................................6
     Non-Standardized Performance Data........................................6

ANNUITY PROVISIONS............................................................8
     Variable Annuity Payments................................................8
     Annuity Unit Value.......................................................9
     Net Investment Factor....................................................9
     Additional Provisions...................................................10

FINANCIAL STATEMENTS.........................................................10


                                        2

<PAGE>



=====================================================================
                               GENERAL INFORMATION
=====================================================================

AIG Life Insurance Company

A description  of AIG Life  Insurance  Company and its ownership is contained in
the  prospectus.  We will provide for the  safekeeping of the assets of Variable
Account I.

Independent Accountants

Our  financial  statements  have been  audited by [to be provided by  subsequent
amendment to this filing].

Legal Counsel

Legal matters  relating to the federal  securities  laws in connection  with the
contract  described herein and in the prospectus are being passed upon by Jorden
Burt Boros Cicchetti Berenson & Johnson LLP, Washington, D.C.

Distributor

Our affiliate, AIG Equity Sales Corp. ("AIGESC"),  80 Pine Street, New York, New
York,  acts  as the  distributor  of the  contract.  AIGESC  is a  wholly  owned
subsidiary of American International Group, Inc. Commissions not to exceed 7% of
premiums will be paid to entities that sell the  contract.  Additional  payments
may be made for other services not directly related to the sale of the contract,
including the recruitment  and training of personnel,  production of promotional
literature  and similar  services.  Commissions  are paid by Variable  Account I
directly to selling dealers and  representatives on behalf of AIGESC.  Aggregate
commissions  were  $_________ in 1999,  $33,398,137 in 1998, and  $27,225,980 in
1997.  Commissions  retained by AIGESC  were  $______ in 1999,  $0 in 1998,  and
$193,263 in 1997.

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

Potential Conflicts

Shares  of the funds may be sold only to  separate  accounts  of life  insurance
companies.  They  may be  sold to our  other  separate  accounts,  as well as to
separate accounts of other affiliated or

                                        3

<PAGE>



unaffiliated  life insurance  companies,  to fund variable annuity contracts and
variable life insurance policies.  It is conceivable that, in the future, it may
be  disadvantageous  for variable life insurance  separate accounts and variable
annuity separate accounts to invest in a fund  simultaneously.  Although neither
we nor the funds currently  foresee any such  disadvantages,  either to variable
life insurance policy owners or to variable annuity owners, each fund's board of
directors will monitor  events in order to identify any material  irreconcilable
conflicts which may possibly arise and to determine what action,  if any, should
be taken.  If a material  irreconcilable  conflict  were to occur,  we will take
whatever steps are deemed necessary,  at our expense, to remedy or eliminate the
irreconcilable  material  conflict.  As a result,  one or more insurance company
separate accounts might withdraw their investments in the fund. This might force
the fund to sell securities at disadvantageous prices.

=====================================================================
                         CALCULATION OF PERFORMANCE DATA
=====================================================================

Yield and Effective Yield Quotations for the Money Market Subaccount

The yield  quotation for the money market  subaccount will be for the seven days
ended  on the date of the most  recent  balance  sheet  of  Variable  Account  I
included in the registration  statement.  It will be computed by determining the
net  change,  exclusive  of  capital  changes,  in the  value of a  hypothetical
pre-existing  account  having a balance  of one  Accumulation  Unit in the money
market  subaccount  at the beginning of the period,  subtracting a  hypothetical
charge reflecting deductions from Owner accounts, dividing the difference by the
value of the  account  at the  beginning  of the base  period to obtain the base
period  return,  and  multiplying  the base  period  return by (365/7)  with the
resulting figure carried to at least the nearest hundredth of one percent.

Any effective  yield  quotation for the money market  subaccount will be for the
seven  days  ended on the  date of the most  recent  balance  sheet of  Variable
Account I included in the registration statement and will be carried at least to
the nearest hundredth of one percent. It will be computed by determining the net
change,   exclusive  of  capital  changes,   in  the  value  of  a  hypothetical
pre-existing  account  having a balance  of one  Accumulation  Unit in the money
market  subaccount  at the beginning of the period,  subtracting a  hypothetical
charge reflecting deductions from Owner accounts, dividing the difference by the
value of the  account  at the  beginning  of the base  period to obtain the base
period return,  and then compounding the base period return by adding 1, raising
the sum to a power equal to 365 divided by 7, and subtracting 1 from the result,
according to the following formula:

               Effective Yield = [(Base Period Return + 1)365/7]-1

For  purposes of the yield and  effective  yield  quotations,  the  hypothetical
charge  reflects  all  deductions  that are  charged  to all Owner  accounts  in
proportion  to the  length of the base  period.  For any fees that vary with the
size of the account, the account size is assumed to be the money

                                        4

<PAGE>



market  subaccount's mean account size. The yield and effective yield quotations
do not  reflect  the  surrender  charge  that  may be  assessed  at the  time of
withdrawal  in an amount  ranging up to 6% of the requested  withdrawal  amount,
with the specific percentage  applicable to a particular withdrawal depending on
the  length  of time the  premium  was  held  under  the  contract  and  whether
withdrawals had been previously made during that Contract Year. No deductions or
sales loads are assessed upon annuitization  under the contract.  Realized gains
and  losses  from  the  sale  of  securities  and  unrealized  appreciation  and
depreciation of the money market subaccount and the corresponding  portfolio are
excluded from the calculation of yield.

Yield Quotations for Other Subaccounts

Yield quotations will be based on the thirty-day period ended on the date of the
most recent  balance  sheet of Variable  Account I included in the  registration
statement,   and  are  computed  by  dividing  the  net  investment  income  per
Accumulation  Unit earned  during the period by the maximum  offering  price per
unit on the last day of the period, according to the following formula:

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

Where:

               a    = net  investment  income  earned  during  the period by the
                    portfolio attributable to shares owned by the Subaccount.

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

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

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

Yield quotations for a subaccount reflect all recurring contract charges (except
surrender charge).  For any charge that varies with the size of the account, the
account size is assumed to be the respective subaccount's mean account size.

A  surrender  charge  may be  assessed  at the time of  withdrawal  in an amount
ranging  up to  6%  of  the  requested  withdrawal  amount,  with  the  specific
percentage applicable to a particular withdrawal depending on the length of time
the premium was held under the contract,  and whether withdrawals had previously
been made during that Contract Year.


                                        5

<PAGE>



Total Return Quotations

The total return  quotations for all of the  subaccounts  will be average annual
total return  quotations  for the one,  five,  and ten year periods (or, where a
subaccount  has been in  existence  for a period of less  than one,  five or ten
years,  for such lesser  period)  ended on the date of the most  recent  balance
sheet of  Variable  Account I and for the period from the date monies were first
placed  into the  subaccounts  until the  aforesaid  date.  The  quotations  are
computed  by finding  the  average  annual  compounded  rates of return over the
relevant  periods  that would equate the initial  amount  invested to the ending
redeemable value, according to the following formula:

                  P(1+T)n = ERV

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

                  T = average annual total return

                  n = number of years

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

The total return quotations  reflect all recurring contract charges and assume a
total surrender at the end of the particular  period. For any charge that varies
with the size of the account,  the account size is assumed to be the  respective
subaccount's mean account size. The total return quotations also reflect receipt
of the Premium Enhancement described in the prospectus.

Non-Standardized Performance Data

Total Return Quotations

Non-standardized  total return  quotations for all of the subaccounts other than
the money market  subaccount will be average annual total return  quotations for
the  one,  five,  and ten  year  periods  (or,  where a  subaccount  has been in
existence  for a period of less than one,  five or ten  years,  for such  lesser
period) ended on the date of the most recent balance sheet of Variable Account I
and for the period from the date monies were first  placed into the  subaccounts
until the aforesaid  date.  The  quotations  are computed by finding the average
annual  compounded  rates of return over the relevant  periods that would equate
the initial amount  invested to the ending  redeemable  value,  according to the
following formula:


                                        6

<PAGE>



                  P(1+T)n = ERV

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

                  T = average annual total return

                  n = number of years

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

Non-standardized total return quotations reflect all recurring contract charges.
For any charge  that varies with the size of the  account,  the account  size is
assumed to be the respective subaccount's mean account size. The quotations also
reflect  receipt  of  the  Premium  Enhancement  described  in  the  prospectus.
Non-standardized  total  return  quotations  do  not,  however,  assume  a total
surrender as of the end of the particular  period and,  therefore,  no surrender
charge is reflected.

Tax Deferred Accumulation

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

In general,  individuals who own annuity contracts are not taxed on increases in
the value under the annuity  contract  until some form of  distribution  is made
from the  contract.  Thus,  the annuity  contract will benefit from tax deferral
during  the  accumulation  phase,  which  generally  will  have  the  effect  of
permitting  an  investment  in an annuity  contract to grow more  rapidly than a
comparable  investment  under  which  increases  in value are taxed on a current
basis. The chart shows  accumulations  on an initial  investment or premium of a
given amount,  assuming  hypothetical gross annual returns compounded  annually,
and a stated  assumed rate.  The values shown for the taxable  investment do not
include any  deduction  for  management  fees or other  expenses but assume that
taxes are deducted  annually from investment  returns.  The values shown for the
variable  annuity in a chart reflect the deduction of contractual  expenses such
as the 1.25% mortality and expense risk charge, the 0.15% administrative charge,
and the $30 contract  maintenance  fee,  but not the  expenses of an  underlying
investment  vehicle.  In addition,  these values  assume that the Owner does not
surrender  the  contract  or make any  partial  surrenders  until the end of the
period shown.  The chart assumes a full surrender at the end of the period shown
and the payment of taxes at the 31% rate on the amount in excess of the premium.

In developing tax-deferral charts, we will follow these general principles:

                                        7

<PAGE>



         (1)      the assumed rate of earnings will be realistic;

         (2)      the chart will  depict  accurately  the effect of all fees and
                  charges or provide a narrative that prominently  discloses all
                  fees and charges;

         (3)      comparative  charts for  accumulation  values for tax-deferred
                  and non-tax-deferred  investments will depict the implications
                  of any surrender; and

         (4)      a narrative  accompanying the chart will disclose  prominently
                  that there may be a 10% tax penalty on a surrender by an Owner
                  who has not reached age 59 1/2.

The rates of return  illustrated  are  hypothetical  and are not an  estimate or
guaranty of performance. Actual tax rates may vary for different taxpayers.

=====================================================================
                               ANNUITY PROVISIONS
=====================================================================

Variable Annuity Payments

A variable annuity is an annuity with payments which are not predetermined as to
dollar  amount and will vary in amount  with the net  investment  results of the
applicable  subaccounts.  At the  Annuity  Date,  the  Contract  Value  in  each
subaccount  will be applied to the applicable  annuity  tables  contained in the
contract. The annuity table used will depend upon the payment option chosen. The
same  Contract  Value  amount  applied  to each  payment  option  may  produce a
different initial annuity payment.  If, as of the Annuity Date, the then current
annuity  rates  applicable  to contract  will provide a larger  income than that
guaranteed  for the same form of annuity under the  contract,  the larger amount
will be paid.

The first annuity  payment for each  subaccount is determined by multiplying the
amount of the Contract Value allocated to that subaccount by the factor shown in
the table  for the  option  selected,  divided  by 1000.  The  dollar  amount of
subsequent annuity payments is determined as follows:

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

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


                                        8

<PAGE>



The total  dollar  amount of each  variable  annuity  payment  is the sum of all
subaccount   variable   annuity   payments  less  the  pro-rata  amount  of  the
administrative charge.

Annuity Unit Value

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

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

     o    (b) is the assumed investment factor for such Valuation Period.

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

Net Investment Factor

The net  investment  factor is used to  determine  how  investment  results of a
portfolio  affect the Annuity Unit value of the  subaccount  from one  Valuation
Period  to the next.  The net  investment  factor  for each  subaccount  for any
Valuation  Period is determined by dividing (a) by (b) and  subtracting (c) from
the result, where:

     o    (a) is equal to:

          (i)  the net  asset  value  per  share  of the  portfolio  held in the
               subaccount determined at the end of that Valuation Period, plus

          (ii) the per share amount of any dividend or capital gain distribution
               made by the portfolio held in the subaccount if the "ex-dividend"
               date occurs during that same Valuation Period, plus or minus

          (iii)a per share charge or credit, which we determine,  for changes in
               tax  reserves   resulting  from  investment   operations  of  the
               subaccount.

     o    (b) is equal to:


                                        9

<PAGE>


          (i)  the net  asset  value  per  share  of the  portfolio  held in the
               subaccount  determined  as of  the  end of  the  prior  Valuation
               Period, plus or minus

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

     o    (c) is equal to:

          (i)  the percentage factor representing the mortality and expense risk
               charge, plus

          (ii) the percentage factor representing the administrative charge.

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

Additional Provisions

We may require proof of the age of the Annuitant  before making any life annuity
payment  provided  for by the  contract.  If the age of the  Annuitant  has been
misstated,  we will  compute the amount  payable  based on the  correct  age. If
annuity payments have begun,  any  underpayment  that may have been made will be
paid in full with the next  annuity  payment,  including  interest at the annual
rate of 5%. Any  overpayments,  including  interest  at the  annual  rate of 5%,
unless repaid to us in one sum, will be deducted  from future  annuity  payments
until we are repaid in full.

If a contract  provision  requires  that a person be alive,  we may  require due
proof that the person is alive before we act under that provision.

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

You may assign the contract prior to the Annuity Date. You must send a dated and
signed  written  request  to our  Administrative  Office  accompanied  by a duly
executed copy of any assignment.  We are not responsible for the validity of any
assignment.

=====================================================================
                              FINANCIAL STATEMENTS
=====================================================================

Our consolidated balance sheets are included herein. A complete set of financial
statements of the company has been filed  electronically with the SEC and can be
obtained through its website

                                       10

<PAGE>


at  http://www.sec.gov.  Our financial  statements  shall be considered  only as
bearing upon our ability to meet our obligations  under the contract.  Financial
statements of Variable  Account I are not included because no contracts had been
issued as of the date of this statement of additional information.


                                       11


<PAGE>

                                     PART C
                                OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

     a.   Financial  Statements [to be provided by subsequent  amendment to this
          filing]

     b.  Exhibits

1.   Certificate  of  Resolution  for AIG Life  Insurance  Company dated June 5,
     1986,  authorizing  the  issuance  and sale of variable  and fixed  annuity
     contracts.*

2.   N/A

3.   (a) Principal  Underwriter's  Agreement  between AIG Life Insurance Company
         and American International Fund Distributors, dated August 1, 1988;*

     (b)  Broker/Dealer   Agreement  between  AIG  Life  Insurance  Company  and
          American International Fund Distributors, dated August 1, 1988;*

     (c)  Selling  Agreement  between  AIG  Life  Insurance  Company,   American
          International  Life Assurance Company of New York and AIG Equity Sales
          Corporation, dated October 1998*

     (d)  Distribution  Agreement between, AIG Life Insurance Company,  American
          International  Life  Assurance  Company of New York and Alliance  Fund
          Distributors, dated June 11, 1991;*

     (e)  Buy Sell  Agreement  between AIG Life  Insurance  Company and Alliance
          Variable Products Series Fund and Alliance Capital  Management,  L.P.,
          dated June 11, 1991*

4.   (a) Form of Individual  Variable  Annuity  Single  Purchase  Payment Policy
         (45648 - 4/87)*

     (b)  Form of Individual Variable Annuity Policy (11VAN0896)*

     (c)  Form of Group Variable Annuity Policy (11VAN0896GP)*

     (d)  Form of Variable Annuity Certificate of Coverage(16VAN0896)*

     (e)  Form of Group Variable  Annuity  Policy  (11GVAN999)  and  Certificate
          (16GVAN999) (filed electronically herewith)

5.   (a) Form of variable annuity application (14VAN897)*

     (b)  Form of Flexible Variable Annuity application (56778 11/96)*

     (c)  Form of Single Variable Annuity application (52970 11/96)*

     (d)  Form of Group Variable Annuity application (56451 11/96)*

6.   (a) By-Laws of AIG Life Insurance  Company as amended through  December 31,
         1991;*

     (b)  Certificate  of  Incorporation  of AIG Life Insurance  Company,  dated
          December 31, 1991*

     (c)  Restated  Certificate of Incorporation of AIG Life Insurance  Company,
          dated December 31, 1991*

7.   N/A

8.   Delaware  Valley  Financial   Services,   Inc.   Administrative   Agreement
     appointing Delaware Valley Financial  Services,  Inc. by AIG Life Insurance
     Company and  American  International  Life  Assurance  Company of New York,
     dated October 1, 1986.*

9.   Opinion and Consent of Counsel (to be filed by subsequent amendment to this
     filing]

10.  (i) Consent of Counsel (to be filed by subsequent amendment to this filing)

     (ii) Consent  of  Independent   Accountants  (to  be  filed  by  subsequent
          amendment to this filing)

11.  N/A

12.  N/A

13.  Performance Data #

14.  (a) Powers of Attorney**

     (b)  Power of Attorney of Paul S. Bell***

     (c)  Power of Attorney of Stephen M. White****

     (d)  Power  of  Attorney  of  Michele  L.  Abruzzo  (filed   electronically
          herewith)

     (e)  Power of  Attorney of Robinson  K.  Nottingham  (filed  electronically
          herewith)

     (f)  Power  of  Attorney  of  Edmund  Sze-Wing  Tse  (filed  electronically
          herewith)

*    Incorporated by reference to Registrant's  Post-Effective  Amendment No. 12
     to Form N-4 (File No. 33-39171), filed on October 27, 1998.

**   Incorporated by reference to Registrant's  Post-Effective  Amendment No. 2,
     to the Registration Statement on Form S-6 (File No. 33-90684), dated May 1,
     1997.

***  Incorporated by reference to Registrant's  Pre-Effective Amendment No. 1 to
     Form S-6 (File No. 333-85573), filed on October 15, 1999.

#    Incorporated by reference to Registrant's Post-Effective Amendment No. 3 to
     Form N-4 (File No. 33-39171) filed on May 1, 1993.



<PAGE>


Item 25. Directors and Officers of the Depositor

Name and Principal               Position and Offices
Business Address                 with  the Company

Michele L. Abruzzo(2)            Director, Sr. Executive Vice President

Paul S. Bell(3)                  Director, Sr.Vice President Chief Actuary

Edward E. Matthews(1)            Director,  Senior Vice
                                 President - Finance

Jerome T. Muldowney(4)           Director, Sr. Vice President - Domestic
                                 Investments

Robinson Kendall Nottingham(3)   Director, Chairman of the Board

Nicholas A. O'Kulich(1)          Director, Vice  Chairman, Treasurer

Gerald W. Wyndorf(2)             Director, Chief Executive Officer, President

James A. Bambrick(2)             Senior Vice President

Jeffrey M. Kestenbaum(2)         Executive Vice President

Elizabeth M. Tuck(1)             Secretary - Corporate

(1)  Business address is: 70 Pine Street, New York, New York 10270

(2)  Business address is: 80 Pine Street, New York, New York 10005

(3)  Business address is: One Alico Plaza, 600 King Street Wilmington, DE 19801

(4)  Business address is: 175 Water Street, New York, New York 10038


Item 26.  Persons  Controlled  by or Under Common  Control with the Depositor or
          Registrant are  Incorporated by reference to the Form 10K, Exhibit 21
          filed by  American  International  Group,  parent of  registrant  for
          year  ended December 31, 1998.

Item 27. Number of Contract Owners.

         N/A

Item 28. Indemnification

          Principal  Underwriter's  Agreement between AIG Life Insurance Company
          and American International Fund Distributors, dated August 1, 1988. *

Item 29. Principal Underwriter

         a.       AIG Equity Sales Corp., the principal underwriter for Variable
                  Account I, also acts as the  principal  underwriter  for other
                  separate  accounts  of the  Depositor,  and for  the  separate
                  accounts of American  International  Life Assurance Company of
                  New York, an affiliated company.

         b.       The  following  information  is provided for each director and
                  officer of the principal underwriter:

                  Name and Principal               Positions and Offices
                  Business Address                 with Underwriter

                  Michele L. Abruzzo(1)            Director
                  Kevin Clowe(2)                   Director and Vice President
                  Ernest T. Patrikis(2)            Director and General Counsel
                  Ronald Alan Latz(2)              Director and Vice President
                  Jerome Thomas Muldowney(3)       Director
                  Helen Stefanis    (2)            Director and President
                  Martinnette J. Witick(2)         Vice President and
                                                   Compliance Officer
                  Kenneth Judkowitz(2)             Financial Operations Officer
                                                   and Vice-President
                  Elizabeth M. Tuck(2)             Secretary

     (1)  Business address is: 80 Pine Street, New York, NY 10270

     (2)  Business address is: 70 Pine Street, New York, NY 10005

     (3)  Business address is: 175 Water Street, New York, NY 10038




<PAGE>


c.                   Net
     Name of         Underwriting    Compensation
     Principal       Discounts and   on               Brokerage
     Underwriter     Commission      Redemption       Commissions Compensation

     AIG Equity      $0                  $0              $0            $0
     Sales Corp.

Item 30. Location of Accounts and Records.

         Kenneth F.  Judkowitz,  Assistant Vice President of the Company,  whose
         address  is 80 Pine  Street,  New York,  NY 10005,  maintains  physical
         possession of the accounts,  books, or documents of Variable  Account I
         required to be  maintained by Section 31 (a) of the  Investment  Act of
         1940 and the rules promulgated thereunder.


Item 31. Management Services.

          Not applicable.

Item 32. Undertakings

     a.   Registrant  hereby  undertakes to file a  post-effective  amendment to
          this  registration  statement as  frequently as is necessary to ensure
          that the audited  financial  statements in the registration  statement
          are never more than  sixteen  (16)  months old for so long as payments
          under the variable annuity contracts may be accepted.

     b.   Registrant  hereby  undertakes  to  include  either (1) as part of any
          application to purchase a contract offered by the prospectus,  a space
          that an  applicant  can check to  request a  Statement  of  Additional
          Information,  or  (2) a  postcard  or  similar  written  communication
          affixed to or included in the prospectus that the applicant can remove
          to send for a Statement of Additional Information.

     c.   Registrant  hereby  undertakes  to deliver any Statement of Additional
          Information and any financial statements required to be made available
          under this Form promptly upon written or oral request.

     d.   Registrant  represents  that in connection  with 403(b)  Plans,  it is
          relying on the November 28, 1988 no-action letter issued by the SEC to
          the American Council of Life Insurance.

     e.   Registrant  represents that Variable Account I meets the definition of
          a separate account under the federal securities laws.

     f.   Registrant  represents  that the fees and charges  deducted  under the
          contracts  covered by this registration  statement,  in the aggregate,
          are  reasonable  in relation to the  services  rendered,  the expenses
          expected to be incurred, and the risks assumed by the company.


                                   SIGNATURES

         As required by the Securities  Act of 1933 and the  Investment  Company
Act of 1940, the Registrant has caused this Registration  Statement to be signed
on its behalf, in the City of Wilmington, and State of Delaware on this 28th day
of December, 1999.


                                      Variable Account I
                                      Registrant

                                      /s/ Kenneth D. Walma
                                      By:  Kenneth D. Walma,
                                      Assistant Secretary and General Counsel


                                      AIG Life Insurance Company

                                      /s/ Kenneth D. Walma
                                      By:  Kenneth D. Walma,
                                      Assistant Secretary and General Counsel



<PAGE>


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

     Signature                                Title              Date

Michele L. Abruzzo*                         Director          December 28, 1999
- -------------------------
Michele L. Abruzzo

Paul S. Bell*                               Director          December 28, 1999
- -------------------------
Paul S. Bell

M.R. Greenberg*                             Director          December 28, 1999
- -------------------------
M.R. Greenberg

Edward E. Matthews*                         Director          December 28, 1999
- --------------------------
Edward E. Matthews

Jerome T. Muldowney*                        Director          December 28, 1999
- ----------------------------
Jerome T. Muldowney

Robinson Kendall Nottingham*                Director          December 28, 1999
- -------------------------------------
Robinson Kendall Nottingham

Nicholas A. O'Kulich*                       Director          December 28, 1999
- --------------------------
Nicholas A. O'Kulich

John R. Skar*                               Director          December 28, 1999
- -------------------------
John R. Skar

Howard I. Smith*                            Director          December 28, 1999
- -------------------------
Howard I. Smith

Edmund Sze-Wing Tse *                       Director          December 28, 1999
- ----------------------------
Edmund Sze-Wing Tse

Gerald W. Wyndorf *                         Director          December 28, 1999
- -------------------------
Gerald W. Wyndorf


By:  /s/ Kenneth D. Walma
- ---------------------------------
Kenneth D. Walma,
Attorney in Fact


<PAGE>

                                INDEX TO EXHIBITS


EXHIBIT

4.(e). Form  of  Group  Variable  Annuity  Policy  (11GVAN999)  and  Certificate
       (16GVAN999)

14.  (d) Power of Attorney of Michele L. Abruzzo (filed electronically herewith)

     (e)  Power of  Attorney of Robinson  K.  Nottingham  (filed  electronically
          herewith)

     (f)  Power  of  Attorney  of  Edmund  Sze-Wing  Tse  (filed  electronically
          herewith)


                                                  AIG Life Insurance Company
                                                  600 King Street
                                                  Wilmington, DE  19801
                                                  A capital stock company

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


This Policy is a contract  between AIG Life  Insurance  Company  ("We",  "Us" or
"Our") and the Policyholder ("You" or "Your") shown on the Policy Schedule.

Subject  to the  terms  of this  Policy  and the  Certificates  We issue to each
Certificate  Owner, We will provide the benefits described in this Policy. We do
this in  return  for  the  application  of the  Policyholder,  and the  required
individual applications for the annuities and for the payment of the premiums.

This  Policy  becomes  effective  at  12:01  A.M.  Standard  Time on the  Policy
Effective Date at the address of the Policyholder and will continue in force, in
accordance with the applicable provisions,  unless terminated in accordance with
its provisions.

This  Policy is  non-participating  and is not  entitled to share in Our surplus
earnings.






         /s/ Elizabeth M. Tuck                             /s/ Gerald Wyndorf
         Secretary                                         President
<PAGE>


                          GROUP VARIABLE ANNUITY POLICY
                                Non-Participating
- -------------------------------------------------------------------------------
                                      INDEX
- -------------------------------------------------------------------------------

Policy Sections                                      Page

Policy Schedule                                         3
Policy Provisions                                       4

<PAGE>


                                 POLICY SCHEDULE


POLICY NUMBER            [00001]

POLICYHOLDER             [Direct Consumer's Group Trust Dated December 22, 1995]

POLICY EFFECTIVE DATE    [September 1, 1999]

ELIGIBLE PERSONS:        [Current And Prospective Customers Of American
                         International Group, Inc. And Its Affiliates]

<PAGE>


                                POLICY PROVISIONS

Eligible Persons. Persons eligible to become insured under this Policy are those
described as Eligible Persons on the Policy Schedule.

Certificates.  We will issue a Certificate to each Certificate  Owner describing
the annuity  coverage  under this  Policy.  The  certificate  will  describe the
benefits of this Policy,  to whom the benefits will be paid, and the limitations
and conditions that apply.

A  certificate  may be  modified  by rider  or  endorsement  issued  by Us to be
attached  to the  certificate.  The  rider or  endorsement  will set  forth  the
modifications to the certificate which affect the Insured.

Premiums. All premiums are payable to Us. The initial premium applicable to each
certificate is shown on the certificate Information Page.

Required Data. The Policyholder must give Us all data that We need to administer
this Policy.

Examination  Of  Records.  We have  the  right to  examine  all  records  of the
Policyholder that pertain to the anuities issued under by this Policy.

Continuation Of This Policy. This Policy will continue in force,  subject to the
Policy Termination provision.

Entire Contract.  The entire contract  ("Policy")  consists of this Policy,  the
certificates,  the policyholder's application,  each annuity owner's application
for an annuity issued under this Policy,  and any attached riders,  endorsements
or amendments.

We  rely  on the  Policyholder's  application  to  issue  this  Policy  and  the
individual applications,  if any, to issue the annuity certificates providing to
each annuity owner. Any certificate issued under this policy is not contestable.

Changing This Policy. This Policy may only be changed, in writing, by one of our
executive  officers.  No other person,  including an agent, has any authority to
change or reinstate this Policy or extend the time for paying a premium.

Conformity With State Statutes. Any provision of this Policy that, on the Policy
Effective  Date,  conflicts  with state laws of the  governing  jurisdiction  is
changed to meet the minimum requirements of those laws.

Policy  Termination.  This  Policy may only be  terminated  with  respect to the
issuance of new  certificates.  Either We or the Policyholder may terminate this
Policy upon  giving at least 31 days  written  notice to the other.  We will not
terminate  this Policy prior to the end of the first year  following  the Policy
Effective Date.

Clerical Error.  Clerical error will not void any certificate  issued under this
Policy  which is  otherwise  validly  in  force,  nor will it keep in force  any
certificate that otherwise would end.

Certificate  Provisions  Made Part Of This Policy.  The remainder of this Policy
consists of provisions that appear in the certificates, riders and endorsements.
A copy of the certificates,  riders and endorsements is added to and made a part
of this Policy.

                             CERTIFICATE SCHEDULE


<TABLE>
<S>                                  <C>                                                                   <C>
GROUP CONTRACTHOLDER:                [DIRECT CONSUMER'S GROUP TRUST DATED DECEMBER 22, 1995]

GROUP CONTRACT NUMBER:                1234                   INITIAL PREMIUM:                              $50,000

CERTIFICATE NUMBER:                   5678                   MINIMUM SUBSEQUENT PREMIUM:                   [$1,000]

CERTIFICATEHOLDER(S):                 John Doe               EFFECTIVE DATE:                               January 3, 2000

ANNUITANT:                            John Doe               ANNUITY DATE:                                 January 3, 2030

BENEFICIARY:                          John Doe
</TABLE>

ACCIDENTAL  DEATH  BENEFIT  CHARGE:  Equal on an  annual  basis to [.10%] of the
average daily net assets of the Variable Account.

ADMINISTRATIVE  CHARGE:  Equal on an annual basis to [.15%] of the average daily
net assets of the Variable
Account.

MORTALITY  AND EXPENSE RISK  CHARGE:  Equal on an annual basis to [1.25%] of the
average daily net assets of the Variable Account.

DISTRIBUTION  CHARGE:  Equal on an annual basis to.  [.20%] of the average daily
net assets of the Variable Account.

TRANSFER  FEE:  [$10.00]  However,  we will not make a charge for the first [12]
transfers in any policy year.

PREMIUM ENHANCEMENT:       [4%]


SURRENDER CHARGE:


<TABLE>

Number of Complete Years      Percentage of     Number of Complete Years            Percentage of
 Since Premium Payment           Premium          Since Premium Payment                Premium

          <S>                     <C>                 <C>                               <C>                         <C>
           0                      6%                        4                           4%
           1                      6%                        5                           3%
           2                      5%                        6                           2%
           3                      5%                   7 and later                      0%

</TABLE>

SEPARATE ACCOUNT ALLOCATIONS:       [Variable Account I]


GENERAL ACCOUNT ALLOCATION:

ONE YEAR GUARANTEE PERIOD:          [  %]


               ANNUITY SERVICE OFFICE: AIG Life Insurance Company
                     c/o Delaware Valley Financial Services
                                 300 Berwyn Park
                                  P.O. Box 3031
                              Berwyn, PA 19312-0031
                                 (800) 255-8402



     AIG Life Insurance Company
     600 King Street
     Wilmington, Delaware 19801
     A capital stock company


This is a legal contract issued in  consideration  of the payment of the Initial
Premium.  We will make  annuity  payments to the  Annuitant as set forth in this
certificate beginning on the Annuity Date.

READ YOUR CERTIFICATE CAREFULLY


RIGHT TO CANCEL THIS CERTIFICATE

This  certificate may be returned within 10 days after You receive it. It can be
mailed or delivered  to either Us or Our agent.  Return of this  certificate  by
mail is effective as of the date of its postmark, properly addressed and postage
pre-paid. The returned certificate will be treated as if We had never issued it.
We will promptly refund the Certificate Value as of the date of return; this may
be more or less than the Premium paid.


This is a variable annuity  certificate.  Annuity payments and Certificate Value
may increase or decrease  depending on the  experience  of the Variable  Account
identified in the Certificate Schedule.

The assets of the Variable  Account  must earn a minimum  annual rate of 6.6% so
that the dollar amount of the variable  annuity payments will not decrease below
the level shown in the Options On A Variable Basis Table on page 15.


Signed by the Company:


/s/ Elizabeth M. Tuck                               /s/ Gerald Wyndorf
      Secretary                                            President



                             CERTIFICATE OF COVERAGE
                                VARIABLE ANNUITY
                                NONPARTICIPATING
<PAGE>

                                TABLE OF CONTENTS

                                                       PAGE
         CERTIFICATE SCHEDULE                            3
         DEFINITIONS                                     4
         GENERAL PROVISIONS                              5
         OWNERSHIP PROVISIONS                            6
         BENEFICIARY PROVISIONS                          6
         PREMIUM PROVISIONS                              6
         PREMIUM ENHANCEMENT                             7
         VARIABLE ACCOUNT                                7
         GUARANTEED ACCOUNT                              8
         TRANSFERS                                       8
         CERTIFICATE CHARGES                             9
         ANNUITY PROVISIONS                              9
         ANNUITY OPTIONS                                10
         DEATH BENEFIT                                  12
         SURRENDER PROVISIONS                           13
         DELAY OF PAYMENTS                              14
         FIXED OPTIONS TABLE                            15
         VARIABLE OPTIONS TABLE                         16


<PAGE>
                                   DEFINITIONS

ACCUMULATION  UNIT - An  accounting  unit  of  measure  used  to  calculate  the
Certificate Value prior to the Annuity Date.

ADMINISTRATIVE  OFFICE - The Annuity Service Office of the Company as designated
on the Certificate Schedule.

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

ANNUITY DATE - The date on which annuity payments are to commence.

ANNUITY OPTION - An arrangement under which annuity payments are made under this
certificate.

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

CERTIFICATE  ANNIVERSARY  -  An  anniversary  of  the  Effective  Date  of  this
certificate.

CERTIFICATE  VALUE - The dollar  value as of any  Valuation  Date of all amounts
accumulated under this certificate.

CERTIFICATE  YEAR - Each  period  of  twelve  (12)  months  commencing  with the
Effective Date.

EFFECTIVE DATE - The date shown on the  Certificate  Schedule on which the first
Certificate Year begins.

ELIGIBLE  INVESTMENT(S) - Those  investments  available  under the  certificate.
Eligible  Investments,  at the time this certificate is issued, are shown in the
application for this certificate .

GUARANTEED ACCOUNT - A part of Our General Account which earns a Guaranteed Rate
of interest.

INJURY - Bodily injury caused by an accident  which occurs while  coverage under
the  Accidental  Death  Benefit  is  in  force,   and  resulting   directly  and
independently from all other causes in death.

OWNER - The Owner is named in the Certificate Schedule as the Certificateholder,
unless changed, and has all rights under this certificate.

PREMIUM - Purchase  payments  are referred to in this  certificate  as Premiums.
Premiums do not include any Premium Enhancement.

SUBACCOUNT  - A division  of the  Variable  Account  established  to invest in a
particular portfolio of Eligible Investments.

VALUATION DATE - Each day that the New York Stock Exchange is open for trading.

VALUATION  PERIOD - The period  between  the close of  business  of the New York
Stock  Exchange on any  Valuation  Date and the close of  business  for the next
succeeding Valuation Date.

VARIABLE ACCOUNT - The Separate Account designated on the Certificate Schedule.

WE, OUR, US - AIG Life Insurance Company.

YOU, YOUR  - The Owner of this certificate.

<PAGE>

                               GENERAL PROVISIONS


THE  CERTIFICATE  - The entire  contract  consists of the group  contract,  this
certificate, and any attached endorsement, rider or application.  Nothing in the
group  contract  invalidates  or  impairs  any right  granted  to You under this
Certificate. This certificate may be changed or altered only by Our President or
Secretary. Any change, modification or waiver must be made in writing.

NON-PARTICIPATION   IN  SURPLUS  -  This  certificate  does  not  share  in  any
distribution of Our profits or surplus.

INCONTESTABILITY - This certificate is not contestable.

MISSTATEMENT  OF  AGE OR SEX - We  will  require  proof  of age  and  sex of the
Annuitant   before  making  any  life  annuity  payment  provided  for  by  this
certificate.  If the age or sex of the Annuitant has been misstated,  the amount
payable will be the amount that the Certificate Value would have provided at the
true age or sex.

Once annuity payments have begun, any  underpayments  will be made up in one sum
including  interest at the annual rate of 3%,  unless a higher  interest rate is
required by the law of the  jurisdiction  where this  certificate  is delivered,
with the next annuity  payment.  Overpayments  including  interest at the annual
rate  of 3%,  unless  a  higher  interest  rate  is  required  by the law of the
jurisdiction  where this  certificate  is  delivered,  will be deducted from the
future annuity payments until the total is repaid.

CERTIFICATE SETTLEMENT - This certificate must be returned to Us upon settlement
as a death claim. Prior to
any settlement as a death claim, due proof of death must be submitted to Us.

FACILITY OF PAYMENT - If a payee is unable to give a valid receipt for a payment
made under this  certificate,  We may make  payments  to the person  who, in Our
opinion  is caring  for that  payee  until  claim is made by his duly  appointed
guardian or other legal representative.

REPORTS - We will furnish You with a report showing the Certificate  Value, Cash
Surrender Value and Death Benefit at least once each calendar year. We will also
furnish an annual report of the Variable Account.  These reports will be sent to
Your last known address.

TAXES - Any taxes paid to any  governmental  entity will be charged  against the
Premiums  or  the  Certificate  Value,  depending  upon  the  Owner's  state  of
residence.  We may, at Our sole  discretion,  pay taxes when due and deduct that
amount from the Certificate  Value at a later date. Our payment of such taxes at
an  earlier  date does not waive  any right We may have to deduct  amounts  at a
later date.

EVIDENCE OF SURVIVAL - Where any benefits under this  certificate are contingent
upon  the  recipient  being  alive  on a  given  date,  We  will  require  proof
satisfactory to Us that the condition has been met.

PROTECTION  OF PROCEEDS - No  Beneficiary  or payee may  commute,  or assign any
payments under this certificate  before they are due. To the extent permitted by
law, no payments will be subject to the debts of any Beneficiary or payee nor to
any judicial process for payment of those debts.

MODIFICATION  OF  CERTIFICATE  - This  certificate  may not be  modified  by Us,
without Your consent  except as may be required by applicable  law. If the state
insurance  laws  or  regulations,   the  federal   securities  or  tax  laws  or
regulations, or any regulations under which this certificate would qualify as an
annuity change, We may amend this certificate to comply with these changes.

MINIMUM BENEFITS - Any paid-up annuity, cash surrender or death benefit that may
be  available  under  this  certificate  is not less than the  minimum  benefits
required by statute in the jurisdiction in which this certificate is delivered.

CONTINUATION  OF  CERTIFICATE  COVERAGE - If the group contract under which this
certificate  is issued should  terminate,  coverage may be continued  under this
certificate  unless it is surrendered  or otherwise ends in accordance  with its
terms.

<PAGE>

                              OWNERSHIP PROVISIONS

OWNER The Owner may exercise all the rights of this certificate,  subject to the
rights of:

1.   any assignee under an assignment filed with Our Administrative Office; and

2.   any irrevocably named Beneficiary.

TRANSFER OF  OWNERSHIP  - You may  transfer  Ownership  of this  certificate.  A
written  request,  dated and signed by You,  must be sent to and received by Our
Administrative  Office.  We may require this  certificate for  endorsement.  The
transfer  will take effect as of the date the request was  received and recorded
at Our Administrative Office.

Transfer  of  Ownership  does not  change  the  Beneficiary,  nor  transfer  the
Beneficiary's  interest.  Any change or transfer of  Ownership is subject to any
payment  made  by Us  before  the  request  is  received  and  recorded  at  Our
Administrative Office.

ASSIGNMENT - You may assign this  certificate.  A copy of any assignment must be
filed with Our Administrative Office. We are not responsible for the validity of
any  assignment.  If You assign this  certificate,  Your rights and those of any
revocably-named person will be subject to the assignment. An assignment will not
affect any  payments We may make or actions We may take  before such  assignment
has been  recorded at Our  Administrative  Office.  A change in  ownership or an
assignment may result in adverse tax consequences.

                             BENEFICARY PROVISIONS

BENEFICIARY - The Beneficiary will receive the death benefit. The Beneficiary is
named in the Certificate Schedule.

DEATH OF  BENEFICIARY  - If no named  beneficiary  is living at the time a death
benefit becomes payable we will pay the death benefit to Your estate.

CHANGE OF BENEFICIARY - To change a beneficiary,  a written request for a change
of beneficiary,  dated and signed by You, must be received at Our Administrative
Office. If the request is received at Our Administrative  Office after the death
of the Owner,  it will be effective only if no payment has been made.  After the
change is recorded, it will take effect as of the date the request was signed.


                               PREMIUM PROVISIONS


PREMIUM  -  The  Initial  Premium  is  due  on or  before  the  Effective  Date.
Thereafter,  Premium payments may be made at any time prior to the Annuity Date,
in an amount equal to or greater  than the Minimum  Subsequent  Premium  amount,
shown on the Certificate Schedule page.

ALLOCATION OF premium PAYMENTS - Premiums may be allocated to one or more of the
Subaccounts  of  the  Variable  Account  or to  the  Guaranteed  Account.  Whole
percentages  must be used. The allocation of the Initial Premium is shown on the
Certificate  Schedule.  You may change the allocation by written  request at any
time. Any subsequent  Premium  received will be allocated in accordance with the
most recently received allocation instructions.

<PAGE>
                               PREMIUM ENHANCEMENT


PREMIUM  ENHANCEMENT  - On the  Effective  Date,  the  Initial  Premium  will be
increased by a credit equal to the amount shown in the Certificate Schedule. The
Premium  Enhancement  will be allocated to the  subaccounts or to the Guaranteed
Account  in the same  manner as the  Initial  Premium.  Any  subsequent  Premium
Enhancement may be granted at Our sole discretion.

EFFECT OF A SURRENDER OR DEATH OF THE OWNER ON THE PREMIUM  ENHANCEMENT - If You
die or  surrender  all or a  portion  of  this  certificate,  during  the  first
twenty-four (24) months following receipt of a Premium  Enhancement and prior to
the Annuity  Date,  a  proportionate  part of that Premium  Enhancement  will be
deducted  from the  Certificate  Value.  The  Proportionate  part of the Premium
Enhancement  to be deducted will not exceed the  proportionate  reduction in the
Certificate Value which results from Your death or from the surrender.

Any part of a Premium  Enhancement  deducted from the Certificate  Value will be
withdrawn from the value in each  Subaccount  and the Guaranteed  Account in the
ratio that the value of each Subaccount and the Guaranteed  Account bears to the
total Certificate Value.

                                VARIABLE ACCOUNT

GENERAL  DESCRIPTION  - The  name  of  the  Variable  Account  is  shown  in the
Certificate Schedule. The assets of the Variable Account and each Subaccount are
Our  property but are not  chargeable  with the  liabilities  arising out of any
other business We may conduct, except to the extent that Variable Account assets
exceed Variable Account  liabilities arising under the contracts or certificates
supported by the Variable  Account.  The Variable Account and each Subaccount is
separate  from  the Our  General  Account  and any  other  separate  account  or
Subaccount We may have.

INVESTMENT  ALLOCATIONS TO THE VARIABLE  ACCOUNT - The Variable Account consists
of Subaccounts  and each Subaccount may invest its assets in a separate class of
shares of a designated investment company or companies.

We have the right to change, add or delete designated investment  companies.  We
have the right to add or remove  Subaccounts.  We also have the right to combine
any two or more Subaccounts.

VALUATION OF ASSETS - Assets within each  Subaccount will be valued at their net
asset value on each Valuation Date.

CERTIFICATE VALUE - Premiums are allocated among the various  Subaccounts within
the Variable  Account.  For each  Subaccount,  the Premiums are  converted  into
Accumulation Units. The number of Accumulation Units credited to the certificate
is determined by dividing the Premiums  allocated to the Subaccount by the value
of the  Accumulation  Unit for the  Subaccount.  Surrenders  will  result in the
cancellation of Accumulation  Units.  The value of the certificate is the sum of
the  values  for the  certificate  within  each  Subaccount  and the  Guaranteed
Account. The value of each Subaccount is determined by multiplying the number of
Accumulation Units attributable to the Subaccount by the Accumulation Unit value
for the Subaccount, independent of the value of any other Subaccount.

ACCUMULATION  UNIT  VALUES - The  value of an  Accumulation  Unit  will  vary in
accordance with the investment  experience of the underlying  portfolio in which
the Subaccount invests.  The value of Accumulation Units in each Subaccount will
change  daily  to  reflect  the  investment   experience  of  the  corresponding
underlying  portfolio as well as the daily deduction of the Certificate Charges.
The value of an Accumulation Unit for a Subaccount is determined as shown below,
by subtracting item 2. from item 1. and dividing the result by item 3, where

1.   is the net result of:

a)   the assets of the Subaccount  attributable to the Accumulation  Units; plus
     or minus

b)   the  cumulative  charge or credit for taxes reserved which is determined by
     Us to have resulted from the operation of the Subaccount;

2.   is the cumulative  unpaid charge for the Mortality and Expense Risk Charge,
     the Administrative  Charge and for the Distribution Charge, which are shown
     in the Certificate Schedule; and

3.   is the number of Accumulation Units outstanding at the end of the Valuation
     Period.

The value of  Accumulation  Units is  expected  to  increase  or  decrease  from
Valuation Period to Valuation Period.  The number of Accumulation Units credited
to a certificate will not change as a result of any fluctuations in the value of
an Accumulation Unit.

<PAGE>

                               GUARANTEED ACCOUNT


GENERAL  DESCRIPTION - The Guaranteed  Account is a part of Our General Account.
The  amount  You have in the  Guaranteed  Account  at any  time is a  result  of
Premiums You have allocated to it or any part of Your Certificate Value you have
transferred to it.

GUARANTEE PERIOD - The portion of Your  Certificate  Value within the Guaranteed
Account is credited  with  interest at rates  guaranteed by Us for the Guarantee
Period of one year. Interest is credited on a daily basis at the then applicable
effective  guaranteed interest rate for the applicable Guarantee Period. You may
select from one or more Guarantee Periods which We offer at any particular time.
We reserve the right at any time to add or delete Guarantee Periods. If You have
allocated any part of Your Initial  Premium to a Guaranteed  Period,  the amount
allocated  as well as the  duration  of the  Guarantee  Period  is  shown on the
Certificate Schedule.

The guaranteed  interest rate applicable to an allocation of Premium or transfer
of  Certificate  Value to a  Guarantee  Period  is the rate in  effect  for that
Guarantee  Period  at the  time  of the  allocation  or  transfer.  If You  have
allocated or transferred  amounts at different times to the Guaranteed  Account,
each allocation or transfer may have a unique effective guaranteed interest rate
associated  with that amount.  We guarantee  that the  effective  annual rate of
interest for the Guaranteed  Account,  including any of the Guaranteed  Periods,
will not be less than 3%.

                                   TRANSFERS

During the Accumulation  Period, or after the Annuity Date,  provided a variable
Annuity Option was selected, You may transfer all or part of Your interest, in a
Subaccount,  or allocated to a Guarantee  Period of the Guaranteed  Account,  to
another Subaccount or Guarantee Period of the Guaranteed Account. However, after
the  Annuity  Date  no  transfers  may be  made  between  a  Subaccount  and the
Guaranteed  Account.  The  Transfer  Fee is shown on the  Certificate  Schedule.
Transfers  from one Guarantee  Period to another may also be subject to a Market
Value Adjustment.

All transfers are subject to the following:

1.   The  deduction  of any  Transfer  Fee that may be  imposed  is shown in the
     Certificate  Schedule.  The Transfer  Fee will be deducted  from the amount
     which is transferred. However, no Transfer Fee will be imposed on transfers
     resulting from the expiration of a Guarantee Period.

2.   If We  have  not  received  transfer  instructions  prior  to the  end of a
     Guarantee Period in which You have Certificate Value, We will automatically
     transfer it to a new Guarantee Period and under the same restrictions as if
     You had requested such transfer.

3.   The minimum  amount which may be transferred is the lesser of (A) $1,000 or
     (B) Your entire  interest in the  Subaccount or in the amount  allocated to
     the Guarantee Period of the Guaranteed Account.

4.   No partial  transfer  will be made if, as a result of such  transfer,  Your
     remaining Certificate Value in the Subaccount or in the amount allocated to
     the Guarantee Period of the Guaranteed Account would be less than $1,000.

5.   Transfers  will be effected  during the  Valuation  Period  next  following
     receipt  by  Us of a  written  transfer  request  containing  all  required
     information.  However,  no  transfer  may be made  effective  within  seven
     calendar days of the date on which any annuity payment is due.

6.   Any transfer request must clearly specify:

a.   the amount which is to be transferred; and

b.   the Subaccounts or Guarantee Periods of the Guaranteed Account which are to
     be affected.

7.   After  the  Annuity  Date,  transfers  may not take  place  between a fixed
     Annuity Option and a variable Annuity Option.

<PAGE>


                               CERTIFICATE CHARGES

MORTALITY  AND  EXPENSE  RISK CHARGE - We deduct a  Mortality  and Expense  Risk
Charge  equal,  on an  annual  basis,  to the  amount  shown on the  Certificate
Schedule.  We guarantee that the dollar amount of each annuity payment after the
first will not be affected by variations in mortality or expense experience.

ADMINISTRATIVE  EXPENSE  CHARGE - We deduct  an  Administrative  Expense  Charge
equal, on an annual basis, to the amount shown on the Certificate Schedule.  The
Administrative  Expense Charge  compensates Us for some of the costs  associated
with the administration of this certificate and the Variable Account.

DISTRIBUTION CHARGE - Prior to the Annuity Date, We deduct a Distribution Charge
equal, on an annual basis, to the amount shown on the Certificate Schedule.

ACCIDENTAL  DEATH  BENEFIT  CHARGE - If you have  elected the  Accidental  Death
Benefit described in this  Certificate,  an Accidental Death Benefit Charge will
be included on the Certificate Schedule.

<PAGE>


                               ANNUITY PROVISIONS

CHANGE IN ANNUITY DATE - You may,  upon at least thirty  (30)days  prior written
notice to Us, at any time prior to the Annuity  Date,  change the  Annuity  Date
shown on the Certificate Schedule. The Annuity Date must always be the first day
of a calendar month.

Unless We  approve  otherwise,  the new  Annuity  Date must be at least one year
after the Effective  Date. The latest Annuity Date is the first day of the first
calendar month following the  Annuitant's  90th birthday or such earlier date as
may be set by applicable law.
<PAGE>

                                ANNUITY OPTIONS

SELECTION OF ANNUITY  OPTION - If the Annuitant is alive on the Annuity Date, We
will  apply the  Certificate  Value to  provide an income on the basis of a life
income  with 10  years  guaranteed,  unless  another  annuity  option  has  been
selected.  You may however,  upon at least thirty (30) days prior written notice
to Us, at any time prior to the Annuity  Date,  select and/or change the Annuity
Option.

The  Annuity  Option  you  select  may be on a fixed  or  variable  basis,  or a
combination  thereof.  If, at the time of election of an Annuity Option,  We are
using more favorable rates,  they will be used in lieu of those here guaranteed.
We may also make available other options.


OPTION 1 - LIFE INCOME.  Monthly annuity payments are paid during the life of an
Annuitant  ceasing  with the last Annuity  Payment due prior to the  Annuitant's
death.

OPTION 2 - LIFE INCOME WITH 10 YEAR GUARANTEE. Monthly annuity payments are paid
during the life of an Annuitant, but at least for a 10 year minimum period.

OPTION 3 - JOINT AND LAST SURVIVOR  ANNUITY.  Monthly annuity  payments are paid
during the joint  lifetime of the Annuitant  and a designated  second person and
are paid thereafter  during the remaining  lifetime of the survivor ceasing with
the last annuity payment due prior to the survivor's death.

FIXED OPTIONS

The amount of each  fixed  annuity  payment is  determined  by  multiplying  the
available  Certificate  Value  (after the  deduction  of any  premium  taxes not
previously  deducted)  by the  factor in the Fixed  Option  Table for the option
chosen,  using the age and sex of the  Annuitant  and Joint  Annuitant,  if any,
divided by 1,000. If, when annuity payments are elected,  We are using tables of
annuity rates for these  contracts which result in larger annuity  payments,  We
will use those tables instead.  The annuity payments,  determined at the time of
their  election,  will not be less than  payments  that would be provided by the
application of the Certificate  Value to an immediate annuity then offered by Us
at the time of election, for the same class of annuitants.
<PAGE>
                          ANNUITY OPTIONS (Continued)

VARIABLE OPTIONS

The amount of the first variable  annuity  payment depends on the Annuity Option
elected  and the  age and sex of the  Annuitant.  This  certificate  contains  a
Variable Options Table indicating the dollar amount of the first monthly payment
under each  optional  annuity  form for each $1,000 of value  applied.  If, when
annuity  payments  are elected,  We are using tables of annuity  rates for these
contracts  which  result in larger  annuity  payments,  We will use those tables
instead.

The 5% interest  rate assumed in the annuity  tables would produce level annuity
payments if the net investment rate remained constant at 5% per year. Subsequent
payments  will be less  than,  equal  to,  or  greater  than the  first  payment
depending upon whether the actual net investment rate is less than, equal to, or
greater than 5%.

The  dollar  amount of the first  variable  annuity  payment  is  determined  by
applying the available  Certificate  Value (after deduction of any premium taxes
not previously deducted) to the table using the age and sex of the Annuitant and
any joint Annuitant.  The number of Annuity Units is then determined by dividing
this dollar  amount by the then  current  Annuity  Unit value.  Thereafter,  the
number of Annuity Units remains unchanged during the period of annuity payments.
This  determination  is made  separately  for each  Subaccount  of the  Variable
Account.  The number of Annuity Units is determined  for each  Subaccount and is
based  upon the  available  value  in each  Subaccount  as of the  date  annuity
payments are to begin.  The dollar amount  determined for each  Subaccount  will
then be  aggregated  for purposes of making  payments.  The dollar amount of the
second and later  variable  annuity  payments  is equal to the number of Annuity
Units  determined  for each  Subaccount  times the  Annuity  Unit value for that
Subaccount  as of the due date of the  payment.  This  amount  may  increase  or
decrease  from month to month.  The value of an Annuity Unit for a Subaccount is
determined as shown below, by subtracting  item 2. from item 1. and dividing the
result by item 3. and  multiplying  the  result by a factor  to  neutralize  the
assumed net investment  rate,  discussed  above, of 5% per annum (which is built
into the  annuity  rate  tables  below and which is not  applicable  because the
actual net investment rate is credited instead) where:

1.   is the net result of:

a)   the assets of the Subaccount  attributable  to the Annuity  Units;  plus or
     minus

b)   the  cumulative  charge or credit for taxes reserved which is determined by
     Us to have resulted from the operation of the Subaccount;

2.   is the  cumulative  unpaid charge for the Mortality and Expense Risk Charge
     the Administrative  Charge and for the Distribution Charge, which are shown
     in the Certificate Schedule; and

3.   is the  number of Annuity  Units  outstanding  at the end of the  Valuation
     Period.

The value of an Annuity Unit may increase or decrease from  Valuation  Period to
Valuation Period.

<PAGE>

                                  DEATH BENEFIT


DEATH OF THE OWNER - In the event of Your death  prior to the  Annuity  Date,  a
death benefit is payable to the Beneficiary. The value of the death benefit will
be determined  as of the date We receive proof of death in a form  acceptable to
Us. If there  has been a change  of Owner  from one  natural  person to  another
natural  person,  the death  benefit  will be the  Certificate  Value unless the
change of ownership  results from the  election,  made by a surviving  spouse as
designated Beneficiary to continue the certificate.  Otherwise,  We will pay the
death benefit equal to the greatest of:

1.   The total of all Premiums paid, less an adjustment for each surrender.  The
     adjustment  will be a  proportionate  reduction  made to each  Premium paid
     prior to the surrender in the same proportion  that the  Certificate  Value
     was reduced on the date of a surrender; or

2.   The Certificate Value; or

3.   The  greatest  Certificate  Value on any  seventh  Certificate  Anniversary
     reduced  proportionally  by any surrenders  subsequent to that  Certificate
     Anniversary in the same proportion  that the Certificate  Value was reduced
     on the  date of a  surrender,  plus any  Premium  paid  subsequent  to that
     Certificate Anniversary.

The amount of the reduction in the death benefit under items 1 and 3 above would
be determined as "A" multiplied by the result of "B" divided by "C" where:

"A"  is the death benefit prior to the surrender,

"B"  is the  amount by which the  Certificate  Value is reduced as a result of a
     surrender, and

"C"  is the Certificate Value prior to the surrender.

The Beneficiary may elect the death benefit to be paid as follows:

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

2.   payment  over a period not  extending  beyond the life  expectancy  of such
     designated  Beneficiary  based on Tables V and VI of section  1.72-9 of the
     Income Tax Regulation with distribution beginning within 1 year of the date
     of death of the Owner; or

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

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

If the Owner is a person  other than the  Annuitant,  and if the  Owner's  death
occurs on or after the Annuity Date, no death benefit will be payable under this
certificate.  Any guaranteed  payments remaining unpaid will continue to be paid
to the  Annuitant  pursuant  to the  Annuity  Option in force at the date of the
Owner's death. If the Owner is not an individual, the Annuitant shall be treated
as the Owner and any change of such first named Annuitant, will be treated as if
the Owner died.

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

<PAGE>


                            DEATH BENEFIT (Continued)

ACCIDENTAL  DEATH BENEFIT - If an Accidental Death Benefit Charge is included on
the Certificate  Schedule,  an Accidental  Death Benefit may be payable which is
equal to the lesser of the Certificate Value as of the date the death benefit is
determined or $250,000.  The Accidental Death Benefit is payable if the death of
the primary  Owner (i.e.,  the first owner listed on the  Certificate  Schedule)
occurs prior to the Certificate Anniversary next following his 75th birthday and
is the result of an injury  incurred while he was the primary  Owner.  The death
must also occur  before the Annuity  Date and within 365 days of the date of the
accident which caused the injury.

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

1.   suicide or attempted suicide while sane or insane;

2.   intentionally self-inflicted injuries;

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

4.   hernia;

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

6.   declared or undeclared war or any act thereof; or

7.   service in the military, naval or air service of any country.


<PAGE>

                              SURRENDER PROVISIONS

SURRENDER - While this  certificate  is in force and before the Annuity Date, We
will,  upon  written  request,  allow the  surrender of all or a portion of this
certificate for its Surrender Value.  Surrenders will result in the cancellation
of Accumulation Units from each applicable Subaccount and the Guaranteed Account
in the ratio that the value of each bears to the total  Certificate  Value.  You
must specify in writing in advance  which units are to be canceled if other than
the above mentioned method of cancellation is desired. We will pay the amount of
any surrender within seven (7) days of receipt of a request unless the "Delay of
Payments" provision is in effect.

The Surrender Value will be the Certificate  Value as of the date of Our receipt
of Your written surrender request, reduced by the sum of:

1.   any applicable premium taxes not previously deducted; plus

2.   any applicable Surrender Charge.

CALCULATION OF SURRENDER  CHARGE - If all or a portion of the Surrender Value is
surrendered, a Surrender Charge will be calculated at the time of each surrender
and will be deducted from the  Certificate  Value.  In calculating the Surrender
Charge,  Premiums  will be  allocated  at the time of  surrender  on a first-in,
first-out basis.

The amount of the Surrender Charge is calculated by:

1.   reducing the amount to be surrendered by the greater of:

a)   the accumulated  earnings of this certificate  (i.e., the Certificate Value
     minus  Premiums  which  have  not  been  allocated  to  amounts  previously
     surrendered); or

b)   10% of all  remaining  unsurrendered  Premiums,  decreased by any surrender
     made since the last Certificate Anniversary; then

2.   allocating Premiums to the remaining amount to be surrendered; and

3.   multiplying  each such allocated  Premium by the  applicable  Percentage of
     Premium shown in the Certificate Schedule for the period since such Premium
     was paid; and

4.   adding the products of each multiplication in (3) above.

For a  partial  surrender,  the  Surrender  Charge  will be  deducted  from  the
remaining  Certificate Value, if sufficient;  otherwise it will be deducted from
the amount surrendered. Partial surrenders will be considered in calculating any
death benefit payable under this certificate.


PAGE>


                                DELAY OF PAYMENTS

We will make any payments under this  certificate  within 7 days (or any shorter
period,  if required by law) of a request received in good order. We reserve the
right to suspend or postpone any type of payment  from the Variable  Account for
any period when:

1.   the New York Stock Exchange is closed for other than customary  weekend and
     holiday closings:

2.   trading on the Exchange is restricted;

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

4.   the Securities and Exchange  Commission so permits delay for the protection
     of security holders.

The applicable rules of the Securities and Exchange Commission will govern as to
whether the conditions in 2. or 3. exist.

We reserve the right to delay any type of payment  from the General  Account for
up to six (6) months from the date we receive the request for payment.

<PAGE>


                            Options On A Fixed Basis

                             Option 1: Life Income *
                            Monthly Income per $1,000
<TABLE>

     Year of               2010                  2020                   2030                  2040
  Annuitization

       Age           Male       Female      Male      Female      Male       Female      Male      Female

       <S>            <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
       30             3.16       3.06        3.12       3.03       3.09        3.00       3.06       2.97
       35             3.30       3.18        3.25       3.14       3.21        3.10       3.18       3.07
       40             3.48       3.32        3.42       3.28       3.37        3.23       3.32       3.20
       45             3.70       3.51        3.63       3.45       3.57        3.40       3.51       3.35
       50             3.98       3.74        3.89       3.67       3.82        3.60       3.74       3.54
       55             4.34       4.05        4.23       3.95       4.13        3.87       4.04       3.79
       60             4.82       4.45        4.68       4.33       4.55        4.22       4.43       4.12
       65             5.48       4.99        5.29       4.83       5.12        4.68       4.96       4.55
       70             6.38       5.75        6.13       5.53       5.89        5.33       5.69       5.16
       75             7.62       6.86        7.26       6.54       6.95        6.26       6.66       6.02
       80             9.35       8.48        8.85       8.02       8.41        7.61       8.02       7.26
       85            11.76      10.89       11.08      10.21      10.48        9.62       9.96       9.11

</TABLE>
<TABLE>


                         Option 2: Life Income with 10 years payments Guaranteed *
                                         Monthly Income per $1,000

     Year of               2010                  2020                   2030                   2040
  Annuitization
       Age           Male      Female       Male      Female      Male      Female       Male      Female

       <S>            <C>        <C>         <C>        <C>        <C>        <C>         <C>        <C>
       30             3.16       3.06        3.12       3.03       3.09       3.00        3.06       2.97
       35             3.30       3.17        3.25       3.14       3.21       3.10        3.17       3.07
       40             3.47       3.32        3.42       3.27       3.37       3.23        3.32       3.19
       45             3.69       3.50        3.62       3.44       3.56       3.39        3.50       3.35
       50             3.96       3.73        3.87       3.66       3.80       3.60        3.73       3.54
       55             4.30       4.03        4.20       3.94       4.10       3.86        4.02       3.78
       60             4.74       4.41        4.61       4.29       4.50       4.19        4.39       4.10
       65             5.31       4.91        5.15       4.76       5.01       4.63        4.87       4.51
       70             6.02       5.57        5.83       5.39       5.65       5.22        5.48       5.07
       75             6.85       6.42        6.63       6.19       6.42       5.98        6.23       5.79
       80             7.73       7.40        7.51       7.16       7.30       6.92        7.10       6.70
       85             8.52       8.34        8.35       8.13       8.18       7.93        8.02       7.73

</TABLE>


                           Option 3: Joint (Male and Female) and Last Survivor *
                                         Monthly Income per $1,000

<TABLE>

     Year of                           2020                                         2040
  Annuitization
    Female Age         45         55         65          75         45         55         65         75

   Male Age
        <S>            <C>        <C>        <C>         <C>        <C>        <C>        <C>        <C>
        45             3.25       3.41       3.52        3.59       3.18       3.32       3.42       3.47
        55             3.35       3.63       3.90        4.09       3.26       3.52       3.76       3.92
        65             3.40       3.80       4.30        4.78       3.31       3.67       4.10       4.52
        75             3.43       3.89       4.59        5.54       3.34       3.74       4.36       5.18
</TABLE>

*    Values are based on the Annuity  2000 Table  projected  with Scale G to the
     year of annuitization, with interest at 3.00%.

     The  values  shown  have  not  been  adjusted  for the  annual  certificate
     maintenance charge described on pages 3 and 9.

     Values not shown are available from Our Administrative Office on request.

<PAGE>
                          OPTIONS ON A VARIABLE BASIS

                             Option 1: Life Income *
                            Monthly Income per $1,000

<TABLE>

     Year of               2010                 2020                  2030                  2040
  Annuitization

       Age           Male      Female      Male      Female      Male      Female      Male      Female

        <S>            <C>       <C>        <C>        <C>        <C>        <C>        <C>        <C>
        30             4.47      4.38       4.44       4.36       4.41       4.34       4.39       4.32
        35             4.58      4.47       4.55       4.44       4.51       4.41       4.48       4.39
        40             4.74      4.60       4.69       4.55       4.64       4.52       4.60       4.49
        45             4.94      4.75       4.88       4.70       4.82       4.65       4.76       4.61
        50             5.20      4.96       5.12       4.90       5.04       4.83       4.97       4.78
        55             5.54      5.24       5.43       5.15       5.34       5.07       5.25       5.00
        60             6.00      5.62       5.86       5.50       5.74       5.40       5.62       5.30
        65             6.65      6.15       6.46       5.99       6.29       5.84       6.14       5.72
        70             7.56      6.90       7.30       6.68       7.07       6.48       6.86       6.30
        75             8.81      8.01       8.45       7.69       8.12       7.41       7.83       7.16
        80            10.55      9.65      10.05       9.18       9.59       8.76       9.19       8.40
        85            12.99     12.09      12.30      11.39      11.68      10.79      11.14      10.26

</TABLE>


            Option 2: Life Income with 10 years payments Guaranteed *

                            Monthly Income per $1,000
<TABLE>


     Year of               2010                 2020                  2030                  2040
  Annuitization
       Age           Male      Female      Male      Female      Male      Female      Male      Female

        <S>            <C>       <C>        <C>        <C>        <C>        <C>        <C>        <C>
        30             4.47      4.38       4.44       4.36       4.41       4.34       4.39       4.32
        35             4.58      4.47       4.54       4.44       4.51       4.41       4.48       4.39
        40             4.73      4.59       4.68       4.55       4.64       4.51       4.60       4.48
        45             4.92      4.74       4.86       4.69       4.80       4.65       4.75       4.61
        50             5.16      4.95       5.09       4.88       5.02       4.82       4.95       4.77
        55             5.48      5.21       5.38       5.13       5.30       5.05       5.22       4.99
        60             5.90      5.57       5.77       5.46       5.66       5.36       5.56       5.27
        65             6.44      6.04       6.29       5.90       6.15       5.77       6.02       5.66
        70             7.12      6.67       6.93       6.49       6.76       6.33       6.60       6.18
        75             7.90      7.49       7.69       7.27       7.49       7.06       7.31       6.88
        80             8.73      8.42       8.53       8.18       8.32       7.96       8.13       7.75
        85             9.48      9.31       9.32       9.11       9.16       8.91       9.00       8.72

</TABLE>

                          Option 3: Joint (Male and Female) and Last Survivor *

                                        Monthly Income per $1,000
<TABLE>


     Year of                          2020                                       2040
  Annuitization
    Female Age        45         55         65         75         45         55         65         75
     Male Age
        <S>            <C>       <C>        <C>        <C>        <C>        <C>        <C>        <C>
        45             4.50      4.64       4.74       4.81       4.45       4.56       4.66       4.71
        55             4.59      4.83       5.07       5.26       4.52       4.73       4.94       5.10
        65             4.65      4.98       5.43       5.90       4.57       4.86       5.25       5.65
        75             4.68      5.08       5.72       6.62       4.59       4.94       5.49       6.27
</TABLE>

*    Values are based on the  Annuity  2000Table  projected  with Scale G to the
     year of annuitization, with interest at 5.00%.

     The  values  shown  have  not  been  adjusted  for the  annual  certificate
     maintenance charge described on pages 3 and 9.

     Values not shown are available from Our Administrative Office on request.



                            LIMITED POWER OF ATTORNEY


         KNOWN ALL MEN BY THESE PRESENT, that I, Michele L. Abruzzo, Director of
AIG Life Insurance  Company,  a corporation duly organized under the laws of the
State of Delaware,  do hereby appoint Kenneth D. Walma as my attorney and agent,
for me, and in my name as a Director  of the Company on behalf of the Company or
otherwise,  with full power to execute, deliver and file with the Securities and
Exchange  Commission all documents required for registration of a security under
the Securities Act of 1933 as amended,  and the Investment  Company Act of 1940,
as amended, and to do and perform each and every act that said attorney may deem
necessary or advisable to comply with the intent of the aforesaid Acts.
         WITNESS my hand and seal this 2nd day of November, 1999.
WITNESS:

/s/ Johanna M. Greenberg                     /s/ Michele L. Abruzzo
- -------------------------                   ----------------------------
                                               Michele L. Abruzzo


                            LIMITED POWER OF ATTORNEY


         KNOWN  ALL MEN BY  THESE  PRESENT,  that  I,  Robinson  K.  Nottingham,
Director of AIG Life Insurance  Company,  a corporation duly organized under the
laws of the State of Delaware, do hereby appoint Kenneth D. Walma as my attorney
and agent,  for me, and in my name as a Director of the Company on behalf of the
Company or  otherwise,  with full power to  execute,  deliver  and file with the
Securities and Exchange  Commission all documents required for registration of a
security under the Securities Act of 1933 as amended, and the Investment Company
Act of 1940,  as  amended,  and to do and  perform  each and every act that said
attorney  may deem  necessary  or  advisable  to comply  with the  intent of the
aforesaid Acts.
         WITNESS my hand and seal this 2nd day of November, 1999.
WITNESS:

/s/ Johanna M.Greenberg                      /s/ Robinson K. Nottingham
- -------------------------                   ------------------------------
                                             Robinson K. Nottingham




                            LIMITED POWER OF ATTORNEY


         KNOWN ALL MEN BY THESE PRESENT,  that I, Edmund Sze-Wing Tse,  Director
of AIG Life Insurance  Company,  a corporation  duly organized under the laws of
the State of  Delaware,  do hereby  appoint  Kenneth D. Walma as my attorney and
agent,  for me,  and in my name as a  Director  of the  Company on behalf of the
Company or  otherwise,  with full power to  execute,  deliver  and file with the
Securities and Exchange  Commission all documents required for registration of a
security under the Securities Act of 1933 as amended, and the Investment Company
Act of 1940,  as  amended,  and to do and  perform  each and every act that said
attorney  may deem  necessary  or  advisable  to comply  with the  intent of the
aforesaid Acts.
         WITNESS my hand and seal this 2nd day of November, 1999.
WITNESS:

/s/ Johanna M. Greenberg                     /s/ Edmund Sze-Wing Tse
- -------------------------                   ------------------------
                                             Edmund Sze-Wing Tse





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