VARIABLE ACCOUNT I OF AIG LIFE INS CO
485BPOS, 1999-04-30
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             AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
                                 APRIL 30, 1999

                                                            FILE NO. 33-58504
                                                                     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.       9                 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

         Amendment No.                      32                [ X]

                        (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                      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

          _X_ on May 1, 1999  pursuant to paragraph  (b) of Rule 485 ___ 60 days
          after filing pursuant to paragraph (a)(i) of Rule 485

          __ on _______  pursuant  to  paragraph  (a)(i) of Rule 485 ___ 75 days
          after filing  pursuant to paragraph  (a)(ii) ___ on _____  pursuant to
          paragraph (a)(ii) of Rule 485 If appropriate, check the following box:

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

         Registrant  has declared that it  registered  an  indefinite  number or
         amount of securities in accordance with Rule 24f-2 under the Investment
         Company Act of 1940.  Registrant filed a Rule 24f-2 notice for its most
         recent fiscal year on March 29, 1999



<PAGE>


                              CROSS REFERENCE SHEET
                             (required by Rule 495)

Item No.                                             Location

                                     PART A

Item 1.  Cover Page                                  Cover Page
Item 2.  Definitions                                 Definitions
Item 3.  Synopsis                                    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


<PAGE>


                                     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>


<PAGE>
                                                     
   
                        TRILOGY 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.
    

                                   MAY 1, 1999

================================================================
1.       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 23 variable investment options provided by Merrill Lynch
Asset   Management,   L.P.,   Hotchkis  and  Wiley,   Mercury  Asset  Management
International  Ltd.  and  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.

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

You may  allocate  money to the  following  variable  investment  portfolios  of
Merrill Lynch Variable  Series Funds,  Inc.,  Hotchkis and Wiley Variable Trust,
Mercury Asset Management Master Trust or Alliance Variable Products Series Fund,
Inc.

   
         Merrill  Lynch  Variable  Series Fund
         (managed by Merrill  Lynch Asset Management,  L.P.) 
         Basic Value Focus Fund 
         Capital  Focus Fund  
         Domestic Money Market Fund
         Global Growth Focus Fund 
         Global  Strategy  Focus Fund
         Global  Utility Focus Fund 
         High Current Income Fund 
         Quality Equity Fund
         Special Value Focus Fund

         Hotchkis and Wiley Variable Trust
         (managed by Hotchkis and Wiley)
         International VIP Portfolio
         Low Duration VIP Portfolio

         Mercury Asset Management Master Trust
         (managed by Mercury Asset Management International Ltd.)
         U.S. Large Cap Fund

         Alliance Variable Products Series Fund
         (managed by Alliance Capital Management L.P.)
         Global Dollar Government Portfolio
         Growth Portfolio
         Growth and Income Portfolio
         High Yield Portfolio
         Premier Growth Portfolio
         Quasar Portfolio
         Real Estate  Investment Portfolio
         Technology Portfolio
         Total Return Portfolio
         U.S.  Government/High  Grade Securities 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 one of two dollar  cost  averaging  programs.  (The
6-month  DCA  may not  yet be  available  in your  state.  Please  contact  your
financial representative for more information.)
    

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

   
Each year, we deduct a $30 contract maintenance fee from your contract. This fee
is waived if the value of your  contract  is at least  $50,000.  We also  deduct
insurance  charges which equal 1.40% 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% and an  administrative  charge of
0.15%.

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 0.49% to 1.35%.

If you take money out in excess of the free 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
1.40% insurance  charges and the $30 contract  maintenance fee. We converted the
contract  maintenance  fee to a  percentage  using an assumed  contract  size of
$50,000.  The actual impact of this charge on your contract may differ from this
percentage.  The column "Total  Annual  Portfolio  Charges"  refers to portfolio
charges for each variable portfolio. The third column is the total of all annual
charges.

The next two  columns  show two  examples of the charges you would pay under the
contract. The examples assume that you invested $1,000 in a contract which 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.



<PAGE>
   
<TABLE>


                                                          Total        Total                     Examples
                                                          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
<S>                                                          <C>          <C>         <C>          <C>            <C> 
Merrill Lynch Variable Series Fund
Basic Value Focus Fund                                       1.40%        0.66%       2.06%        $76            $245
Capital Focus Fund                                           1.40%        0.86%       2.26%         78             266
Domestic Money Market Fund                                   1.40%        0.56%       1.96%         75             235
Global Growth Focus Fund                                     1.40%        1.03%       2.43%         79             283
Global Strategy Focus Fund                                   1.40%        0.72%       2.12%         76             251
Global Utility Focus Fund                                    1.40%        0.68%       2.08%         76             247
High Current Income Fund                                     1.40%        0.53%       1.93%         74             232
Quality Equity Fund                                          1.40%        0.49%       1.89%         74             227
Special Value Focus Fund                                     1.40%        0.81%       2.21%         77             261

Hotchkis & Wiley Variable Trust
International VIP Portfolio                                  1.40%        1.05%       2.45%         79             285
Low Duration VIP Portfolio                                   1.40%        0.58%       1.98%         75             237
Mercury Asset Management Master Trust
U.S. Large Cap Fund                                          1.40%        1.35%       1.75%         82                 314
Alliance Variable Products Series Fund
Global Dollar Government Portfolio                           1.40%        0.95%       2.35%         78             275
Growth Portfolio                                             1.40%        0.87%       2.27%         78             267
Growth and Income Portfolio                                  1.40%        0.73%       2.13%         76             252
High Yield Portfolio                                         1.40%        0.95%       2.35%         78             275
Premier Growth Portfolio                                     1.40%        1.06%       2.46%         80             286
Quasar Portfolio                                             1.40%        0.95%       2.35%         78             275
Real Estate Investment Portfolio                             1.40%        0.95%       2.35%         78             275
Technology Portfolio                                         1.40%        0.95%       2.35%         78             275
Total Return Portfolio                                       1.40%        0.88%       2.28%         78             268
U.S. Gov't/High Grade Securities Portfolio                   1.40%        0.78%       2.18%         77             257
Worldwide Privatization Portfolio                            1.40%        0.95%       2.35%         78             275
    
</TABLE>

*  Total  Annual  Portfolio   Charges  for  the  following   portfolios   before
reimbursement by the investment  advisers for the period ended December 31, 1998
were as follows:

     Merrill Lynch Variable Series Fund
        Special Value Focus Fund                             0.97%
     Alliance Variable Products Series Fund
        Global Dollar Government Portfolio                   1.75%
        High Yield Portfolio                                 1.80%
        Premier Growth Portfolio                             1.09%
        Quasar Portfolio                                     1.30%
        Real Estate Investment Portfolio                     1.77%
        Technology Portfolio                                 1.20%
        Total Return Portfolio                               0.95%
        U.S. Government/High Grade Securities Portfolio      0.91%
        Worldwide Privatization Portfolio                    1.70%

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 591/2.

================================================================
7.  ACCESS TO YOUR MONEY
================================================================ 

   
You may  withdraw  free of a  surrender  charge an  amount  that is equal to the
penalty-free  earnings in your contract as of the date you make the  withdrawal.
If you participate in the systematic withdrawal program, you may withdraw 10% of
your total invested amount.  The  penalty-free  earnings amount is calculated by
taking  the  value  of your  contract  on the day you make  the  withdrawal  and
subtracting your total invested amount.  Your maximum free withdrawal  amount is
the greater of: (1) the penalty-free  earnings or (2) 10% of your total invested
amount that has been invested.

Withdrawals  in excess of these  limits  will be  assessed a  surrender  charge.
Withdrawals  may be made from your  contract in the amount of $500 or more.  You
may request a withdrawal in writing.  Under the systematic  withdrawal  program,
you must have at least $24,000 in contract value. The minimum  withdrawal amount
is $200.

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.
    

================================================================
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. 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.


<PAGE>
<TABLE>
   
                             SUMMARY OF PERFORMANCE

                                                   Inception           Since
                                                     Date*           Inception
<S>                                                  <C>              <C> 
Merrill Lynch Variable Series Fund  
Basic Value Focus Fund                               Feb-98           14.11%
Capital Focus Fund
Domestic Money Market Fund                           Feb-98            3.17%
Global Growth Focus Fund
Global Strategy Focus Fund                           Feb-98            7.95%
Global Utility Focus Fund                            Feb-98           13.28%
High Current Income Fund                             Feb-98           10.12%
Quality Equity Fund                                  Feb-98           14.08%
Special Value Focus Fund                             Feb-98            7.96%
Hotchkis and Wiley Variable Trust
International VIP Portfolio                          May-99             N/A
Low Duration VIP Portfolio                           May-99             N/A
Mercury Asset Management Master Trust
U.S. Large Cap Fund                                  May-99             N/A
Alliance Variable Products Series Fund
Global Dollar Government Portfolio                   Feb-98            4.95%
Growth Portfolio                                     Feb-98           27.34%
Growth & Income Portfolio                            Feb-98           17.80%
High Yield Portfolio                                 Feb-98           -2.15%
Premier Growth Portfolio                             Feb-93           22.94%
Quasar Portfolio                                     Feb-98            6.54%
Real Estate Portfolio                                Feb-98           -1.46%
Technology Portfolio                                 Feb-98           22.90%
Total Return Portfolio                               Feb-98           15.08%
U.S. Government/High Grade Securities Portfolio      Feb-98            4.71%
Worldwide Privatization Portfolio                    Feb-98           10.24%
</TABLE>
    
*The portfolios were not available under the contract prior to 1998.

================================================================
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;

(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 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;

(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  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;

(2)      the greatest  Contract Value at any seventh  Contract  Anniversary 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 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
(unless otherwise required by state law). Its value may be more or less than the
money you initially invested.

Dollar Cost  Averaging:  If selected,  these programs allow 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. The 6-month dollar
cost averaging program may not be available in all states.

   
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.
    

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 1-800-870-1453



<PAGE>

                               TRILOGY PROSPECTUS

                                   MAY 1, 1999

                           VARIABLE ANNUITY CONTRACTS
                                    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 twenty-four  investment  options to which you can allocate your
money --  twenty-three  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 Merrill Lynch  Variable  Series Fund,  Inc.,  Hotchkis and Wiley Variable
Trust,  Mercury Asset Management  Master Trust or the Alliance Variable Products
Series Fund, Inc.

         Merrill Lynch Variable Series Fund
         (managed by Merrill Lynch Asset Management, L.P.)

         Basic Value Focus Fund                  Global Utility Focus Fund
         Capital Focus Fund                      High Current Income Fund
         Domestic Money Market Fund              Quality Equity Fund
         Global Growth Focus Fund                Special Value Focus Fund
         Global Strategy Focus Fund

         Hotchkis and Wiley Variable Trust
         (managed by Hotchkis and Wiley)

         International VIP Portfolio
         Low Duration VIP Portfolio

         Mercury Asset Management Master Trust
         (managed by Mercury Asset Management International Ltd.)

         U.S. Large Cap Fund

    


                                                         1

<PAGE>




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

     Global Dollar Government  Portfolio   Real Estate Investment Portfolio
     Growth Portfolio                      Technology Portfolio
     Growth and Income Portfolio           Total Return Portfolio
     High Yield Portfolio                  U.S. Government/High Grade
     Premier Growth Portfolio                 Securities  Portfolio
     Quasar Portfolio                      Worldwide Privatization  Portfolio

To learn more about the  contract,  you can  obtain a copy of the  Statement  of
Additional  Information  ("SAI") dated May 1, 1999.  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)  870-1453 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.

                                                         2

<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
    

                                                         3

<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 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.

                                                         4

<PAGE>



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

                           Owner Transaction Expenses

<TABLE>

<S>                                                                              <C>                             <C>
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 account value is $50,000 or greater)....... $30/yr

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

     Total Variable Account Annual Expenses....................................  1.40%

</TABLE>
                                                         5

<PAGE>

   

                            Annual Portfolio Expenses
                           After Waivers/Reimbursement


<TABLE>

                                                                    Management          Other         12b-1        Total
                                                                      Fees             Expenses(1)    Fees(2)     Expenses
<S>                                                                     <C>             <C>           <C>        <C>  
Merrill Lynch Variable Series Fund(3)
Basic Value Focus Fund                                                  0.60%           0.06%         0.0%       0.66%
Capital Focus Fund                                                      0.60%           0.26%         0.0%       0.86%
Domestic Money Market Fund                                              0.50%           0.06%         0.0%       0.56%
Global Growth Focus Fund                                                0.75%           0.28%         0.0%       1.03%
Global Strategy Focus Fund                                              0.65%           0.07%         0.0%       0.72%
Global Utility Focus Fund                                               0.60%           0.08%         0.0%       0.68%
High Current Income Fund                                                0.47%           0.06%         0.0%       0.53%
Quality Equity Fund                                                     0.44%           0.05%         0.0%       0.49%
Special Value Focus Fund                                                0.75%           0.06%         0.0%       0.81%
Hotchkis and Wiley Variable Trust
International VIP Portfolio                                             0.75%           0.30%         0.0%       1.05%
Low Duration VIP  Portfolio                                             0.46%           0.12%         0.0%       0.58%
Mercury Asset Management Master Trust
U.S. Large Cap Fund                                                     0.65%           0.70%         0.0%       1.35%
Alliance Variable Products Series Fund(4)
Global Dollar Government  Portfolio                                     0.39%           0.56%         0.0%       0.95%
Growth  Portfolio                                                       0.75%           0.12%          (2)       0.87%
Growth and Income Portfolio                                             0.63%           0.10%          (2)       0.73%
High Yield Portfolio                                                    0.44%           0.51%         0.0%       0.95%
Premier Growth  Portfolio                                               0.97%           0.09%         0.0%       1.06%
Quasar Portfolio                                                        0.73%           0.22%         0.0%       0.95%
Real Estate Investment  Portfolio                                       0.08%           0.87%         0.0%       0.95%
Technology  Portfolio                                                   0.81%           0.14%         0.0%       0.95%
Total Return Portfolio                                                  0.62%           0.26%         0.0%       0.88%
U.S. Government/High Grade Securities  Portfolio                        0.60%           0.18%        (2)         0.78%
Worldwide Privatization Portfolio                                       0.25%           0.70%         0.0%       0.95%
</TABLE>

(1)      Other expenses are based on the expenses  outlined in the  prospectuses
         for the Merrill Lynch Variable Series Fund, Hotchkis and Wiley Variable
         Trust,  Mercury Asset Management Master Trust and the Alliance Variable
         Products Series Fund.

    
                                                         6

<PAGE>

   


(2)      Expenses  shown are for the year ended December 31, 1998. No 12b-1 fees
         were charged.  Effective May 1, 1999, Alliance Variable Products Series
         Fund will offer the Growth  Portfolio,  Growth and Income Portfolio and
         U.S.  Government/High  Grade Securities Portfolio as Class B shares and
         will be subject to 12b-1 fees. The amount of this fee is 0.25%.

(3)      Total  expenses  for  the  following   portfolios  before  waivers  and
         reimbursement  by the Merrill Lynch Variable  Series Fund's  investment
         adviser for the period ended December 31, 1998, were as follows:

         Special Value Focus                         0.97%

(4)      Total expenses for the following portfolios before reimbursement by the
         Alliance  Variable  Products Series Fund's  investment  adviser for the
         period ended December 31, 1998, were as follows:

         Global Dollar Government     1.75%     Technology                1.20%
         High Yield                   1.80%     Total Return              0.95%
         Premier Growth               1.09%     U.S. Government/
         Quasar                       1.30%     High Grade Securities     0.91%
         Real Estate Investment       1.77%     Worldwide Privatization   1.70%


        
                                                    7

<PAGE>

Example
<TABLE>
   

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

                                                             If you surrender after:

                                                    1 Year        3 Years    5 Years       10 Years
                                                    ------        -------    -------       --------
<S>                                                 <C>          <C>           <C>             <C> 
Merrill Lynch Variable Series Fund
Basic Value Focus Fund                              $76          $111          $150            $245
Capital Focus Fund                                   78           117           160             266
Domestic Money Market Fund                           75           108           145             235
Global Growth Focus Fund                             79           123           169             283
Global Strategy Focus Fund                           76           113           153             251
Global Utility Focus Fund                            76           112           151             247
High Current Income Fund                             74           107           143             232
Quality Equity Fund                                  74           106           141             227
Special Value Focus Fund                             77           116           158             261
Hotchkis and Wiley Variable Trust
International VIP Portfolio                          79           123           170             285
Low Duration VIP Portfolio                           75           109           146             237
Mercury Asset Management Master Trust
U.S. Large Cap Fund                                  82           132           184             314
Alliance Variable Products Series Fund
Global Dollar Government Portfolio                   78           120           165             275
Growth  Portfolio                                    78           118           161             267
Growth and Income Portfolio                          76           114           153             252
High Yield  Portfolio                                78           120           165             275
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
Worldwide Privatization Portfolio                    78           120           165             275

</TABLE>
    

                                                         8

<PAGE>
<TABLE>

   


                          If you annuitize or you do not surrender after:

                                                              1 Year        3 Years    5 Years       10 Years
                                                              ------        -------    -------       --------

<S>                                                           <C>          <C>          <C>              <C> 
Merrill Lynch Variable Series Fund
Basic Value Focus Fund                                        $22          $66           $114            $245
Capital Focus Fund                                             24           72            124             266
Domestic Money Market Fund                                     21           63            109             235
Global Growth Focus Fund                                       25           78            133             283
Global Strategy Focus Fund                                     22           68            117             251
Global Utility Focus Fund                                      22           67            115             247
High Current Income Fund                                       20           62            107             232
Quality Equity Fund                                            20           61            105             227
Special Value Focus Fund                                       23           71            122             261
Hotchkis and Wiley Variable Trust
International VIP Portfolio                                    25           78            134             285
Low Duration VIP Portfolio                                     21           64            110             237
Mercury Asset Management Master Trust
U.S. Large Cap Fund                                            28           87            148             314
Alliance Variable Products Series Fund
Global Dollar Government Portfolio                             24           75            129             275
Growth  Portfolio                                              24           73            125             267
Growth and Income Portfolio                                    22           69            117             252
High Yield  Portfolio                                          24           75            129             275
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
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.
    


                                                         9

<PAGE>



===================================================================
                                  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 85.



                                                        10

<PAGE>



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.

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 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.

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

                                                        11

<PAGE>



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 in  place
procedures 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.


                                                        12

<PAGE>



In addition to the dollar cost averaging  program described above, we also offer
a six-month dollar cost averaging program that is available only for new premium
payments of at least  $12,000.  Either  initial  premium or  subsequent  premium
payments are eligible for this program.  You may not include  existing  Contract
Value in the six-month dollar cost averaging program.

   
If you select this  program,  your premium will be allocated to the DCA account.
The DCA account is a guaranteed  account available only for the six month dollar
cost  averaging  program.  Your  contract  value in the DCA  account  will  earn
interest at a rate  guaranteed  for six months from the date we receive your new
premium.  The interest rate applicable to each account varies.  Therefore,  each
premium  allocation  to the program may earn interest at a different  rate.  The
full amount of the premium you allocate to the DCA account  will be  transferred
on a monthly basis over a six-month  period into  portfolios  you have selected.
The  minimum  monthly  amount  that can be  transferred  from the DCA account is
one-sixth  of the  premium  allocated  to it.  You may not  change the amount or
frequency of transfers under this program.
    

The interest rate credited to the DCA account may be different from the interest
rate credited to the guaranteed  option.  If the six-month dollar cost averaging
program  is  terminated,  we will  automatically  transfer  any  Contract  Value
remaining in the DCA account to the guaranteed account option.

The six-month dollar cost averaging  program may not be available in your state.
Please contact us for more information.

   
There is no charge for either dollar cost averaging program.  In addition,  your
periodic  transfers  under either 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 money 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.
    

                                                        13

<PAGE>




=====================================================================
                               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 Funds and Their Portfolios

   
The Merrill  Lynch  Variable  Series Fund,  Hotchkis and Wiley  Variable  Trust,
Mercury Asset Management  Master Trust and the Alliance Variable Products Series
Fund are mutual  funds  registered  with the SEC.  Each one may have  additional
portfolios that are not available under the contract.

You  should  carefully  read each  fund's  prospectus  before  investing.  These
prospectuses  are attached to this prospectus and contain  detailed  information
regarding  management  of  the  portfolios,  investment  objectives,  investment
advisory fees and other charges. The prospectuses

                                                        14
    

<PAGE>



   
also  discuss 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.

Merrill Lynch Variable Series Fund, Inc.

Basic Value Focus Fund seeks to attain capital  appreciation  and,  secondarily,
income by investing in securities,  primarily equities, that management believes
are  undervalued  and therefore  represent basic  investment  value.  Particular
emphasis is placed on securities which provide an above-average  dividend return
and sell at a below-average price/earnings ratio.

Capital  Focus Fund seeks to achieve its  investment  objective  through a fully
managed  investment policy utilizing  equity,  debt (including money market) and
convertible securities.

Domestic Money Market Fund seeks  preservation  of capital,  liquidity,  and the
highest  possible  current income  consistent  with the foregoing  objectives by
investing in short-term domestic money market securities.

Global Growth Focus Fund seeks to achieve its investment  objective by investing
in a diversified  portfolio of equity  securities of issuers  located in various
foreign  countries  and  the  United  States,  placing  particular  emphasis  on
companies that have exhibited above-average growth rates in earnings. The Global
Growth Focus Fund should be considered a long-term  investment and a vehicle for
diversification and not as a balanced investment program.

Global  Strategy  Focus Fund seeks high  total  investment  return by  investing
primarily  in a portfolio  of equity and fixed  income  securities  of U.S.  and
foreign issuers.

Global  Utility  Focus Fund seeks to obtain  capital  appreciation  and  current
income through investment of at least 65% of its total assets in equity and debt
securities issued by domestic and foreign companies which are, in the opinion of
management,  primarily  engaged in the ownership or operation of facilities used
to generate,  transmit or  distribute  electricity,  telecommunications,  gas or
water.

High Current Income Fund seeks to obtain as high a level of current income as is
consistent with its investment policies and with prudent investment  management,
and capital  appreciation to the extent consistent with the foregoing objective.
It invests  principally in  fixed-income  securities that are rated in the lower
rating categories of the established rating services or in unrated securities of
comparable quality (commonly known as "junk bonds").  Because investment in such
securities entails  relatively  greater risk of loss of income or principal,  an
investment in this portfolio may not be appropriate as the exclusive  investment
to fund a contract.  In an effort to minimize risk, the High Current Income Fund
will  diversify  its  holdings  among  many  issuers.  However,  there can be no
assurance that  diversification  will protect it from widespread defaults during
periods of sustained economic downturn.

                                                        15

<PAGE>



Quality  Equity  Fund  seeks to  attain  the  highest  total  investment  return
consistent  with  prudent risk by employing a fully  managed  investment  policy
utilizing equity  securities,  primarily  common stocks of  large-capitalization
companies, as well as investment grade debt and convertible securities.

Special  Value  Focus  Fund  seeks to  attain  long-term  growth of  capital  by
investing in a diversified portfolio of securities,  primarily common stocks, of
relatively  small  companies that  management  believes have special  investment
value and of emerging  growth  companies  regardless of size. Such companies are
selected by management on the basis of their  long-term  potential for expanding
their size and  profitability or for gaining  increased  market  recognition for
their securities. Current income is not a factor in such selection.

Hotchkis and Wiley Variable Trust

International VIP Portfolio seeks to provide current income and long-term growth
of income,  accompanied by growth of capital.  The Fund invests in international
equity securities.

Low Duration VIP  Portfolio  seeks to maximize  total  return,  consistent  with
preservation  of  capital.  The  Fund  invests  in a  diversified  portfolio  of
fixed-income  securities of varying  maturities with a portfolio duration of one
to three years.

Mercury Asset Management Master Trust

U.S. Large Cap Fund seeks long-term  capital  growth.  The Fund tries to achieve
its goal by investing primarily in a diversified  portfolio of equity securities
of large cap companies located in the U.S. The Fund may also invest up to 10% of
its assets in equity  securities  of companies  located in Canada.  In selecting
securities,  the Fund emphasizes those securities that Fund management  believes
to be undervalued or have good prospects for earnings growth.

Alliance Variable Products Series Fund, Inc.

Global  Dollar  Government  Portfolio  seeks a high level of  current  income by
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 issuers 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.


                                                        16

<PAGE>



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  predominantly  speculative  with respect to
the issuer's capacity to pay interest and repay principal.

Premier  Growth  Portfolio  seeks  growth of  capital  by  employing  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 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.  It 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.

Worldwide  Privatization  Portfolio  seeks  long-term  capital  appreciation  by
investing  principally  in  equity  securities  issued by  enterprises  that are
undergoing or have undergone privatization.

                                                        17

<PAGE>




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 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."





                                                        18

<PAGE>



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. These expenses 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.

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.

Equity Assurance Plan

         Owner's Attained Age                           Annual Charge

                  0-59                                    0.07%
                  60+                                     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%


                                                        19

<PAGE>



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 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.






                                                        20

<PAGE>



   
Fund Expenses

There are  deductions  from and  expenses  paid out of the assets of the various
portfolios.  These  charges are  described in the  prospectuses  for the Merrill
Lynch Variable  Series Fund,  Hotchkis and Wiley Variable  Trust,  Mercury Asset
Management  Master Trust and the Alliance  Variable Products Series Fund 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 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 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;

                                                        21

<PAGE>



     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.

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.  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.


                                                        22

<PAGE>



Systematic  withdrawals  will  begin  on the  first  scheduled  withdrawal  date
selected by you following  the date we process your  request.  In the event that
your value in a specified  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.



                                                        23

<PAGE>



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;

                                                        24

<PAGE>


   
     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:


                                                        25

<PAGE>



         (1)      the Contract Value;

         (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   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;

   
         (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
                  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;


                                                        26

<PAGE>



   
         (2)      the   greatest   Contract   Value  at  any  seventh   Contract
                  Anniversary,  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  by the
Contract Value immediately prior to the surrender.

The Equity Assurance Plan will be in effect if:

         (1)      you select it on the application;

                                                        27

<PAGE>




         (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  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 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.


                                                        28

<PAGE>



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

                                                        29

<PAGE>



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).


                                                        30

<PAGE>



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.

================================================================
                                      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.
    


                                                        31

<PAGE>



   
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
    

                                                        32

<PAGE>



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;


                                                        33

<PAGE>



   
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 70 1/2, 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.
    



                                                        34

<PAGE>



   
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.



                                                        35

<PAGE>



   
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

                                                        36

<PAGE>



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.

Distribution of the Contract

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 AIG.  Commissions  not to exceed 7% of  premiums  will be paid to
entities  which sell the  contract.  Additional  payments  may be made for other
services not directly related to the sale of the contract, including

                                                        37

<PAGE>



the recruitment and training of personnel,  production of promotional literature
and similar services.

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

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.

   
Year 2000 Readiness

The Year 2000 issue arises from computer programs being written using two digits
rather than four digits to define the  applicable  year.  This could result in a
failure of the information  technology  systems (IT systems) and other equipment
containing  imbedded  technology  (non-IT  systems)  in the Year  2000,  causing
disruption  of the  operations  of  AIG,  as well as its  lessees,  vendors,  or
business partners.
    

AIG has  developed  a plan to address  the Year 2000  issue as it affects  AIG's
internal  IT and non- IT systems,  and to assess  Year 2000  issues  relating to
third parties with whom AIG has critical relationships.

The plan for addressing  internal  systems includes an assessment of internal IT
and non-IT systems and equipment affected by the Year 2000 issue;  definition of
strategies to address affected systems and equipment;  remediation of identified
affected systems and equipment;  and internal  certification  that each internal
system is Year 2000  compliant.  AIG has  remediated,  tested  and  returned  to
production  substantially  all of its  internal IT  systems.  AIG  continues  to
remediate and test internal  non-IT systems and expects to complete  remediation
by mid-1999.

AIG has also initiated formal communications with respect to the Year 2000 issue
to those third parties which have significant  interaction with AIG.  Currently,
AIG is unable to  ascertain  whether all such third  parties  will  successfully
address the Year 2000 issue, particularly those third parties outside the United
States where it is believed that  remediation  efforts relating to the Year 2000
issue  may be less  advanced.  While  AIG  expects  to have no  interruption  of
operations  as  a  result  of  internal  IT  and  non-IT  systems,   significant
uncertainties remain about the effect on

                                                        38

<PAGE>



   
AIG of third  parties  who are not Year 2000  compliant.  AIG will  continue  to
monitor third party Year 2000 issue readiness to determine whether additional or
alternative  measures may be necessary.  Such measures may include the selection
of alternate third parties or other actions  designed to mitigate the effects of
a third party's lack of preparedness.  There can be no assurance that unresolved
Year 2000 issues of third  parties  will not have a material  adverse  impact on
AIG's  results  of  operations,   financial  condition  or  liquidity.   AIG  is
considering  the effects of Year 2000 related  failures on its business  and, as
the most reasonably likely worst case scenarios become more clearly  identified,
AIG will develop appropriate contingency plans.
    

   
There can be no assurance  that the funds,  like other third  parties,  will not
have unresolved Year 2000 issues that may have a material adverse impact on your
contract  values  as well as our  operations.  Please  refer  to the  Year  2000
discussion in each fund's prospectus.
    

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 and of the variable
account are included in the SAI which may be obtained  without charge by calling
(800) 870-1453 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 and the variable account has
been filed  electronically  with the SEC and can be obtained through its website
at http://www.sec.gov.
    





                                                        39

<PAGE>



===============================================================
                                    APPENDIX
================================================================
                         CONDENSED FINANCIAL INFORMATION
                            ACCUMULATION UNIT VALUES*

<TABLE>

                                                 1998          1997          1996             1995       1994     1993      1992    
                                                              
<S>                                             <C>          <C>           <C>               <C>        <C>      <C>      <C>
MERRILL LYNCH BASIC VALUE                                     
      Accumulation Unit Value                             
         Beginning of Period                       N/A           N/A           N/A           N/A           N/A        N/A     N/A
         End of Period                           10.65           N/A           N/A           N/A           N/A        N/A     N/A
      Accum Units o/s @ end of period       330,863.59           N/A           N/A           N/A           N/A        N/A     N/A
                                           
MERRILL LYNCH DOMESTIC MONEY MARKET        
      Accumulation Unit Value              
         Beginning of Period                       N/A           N/A           N/A           N/A           N/A        N/A     N/A
         End of Period                           10.43           N/A           N/A           N/A           N/A        N/A     N/A
      Accum Units o/s @ end of period       285,074.87           N/A           N/A           N/A           N/A        N/A     N/A
                                                      
MERRILL LYNCH GLOBAL STRATEGY              
      Accumulation Unit Value              
         Beginning of Period                       N/A           N/A           N/A           N/A           N/A        N/A     N/A
         End of Period                           10.73           N/A           N/A           N/A           N/A        N/A     N/A
      Accum Units o/s @ end of period        20,304.87           N/A           N/A           N/A           N/A        N/A     N/A
                                                      
MERRILL LYNCH GLOBAL UTILITY               
      Accumulation Unit Value              
         Beginning of Period                       N/A           N/A           N/A           N/A           N/A        N/A     N/A
         End of Period                           13.80           N/A           N/A           N/A           N/A        N/A     N/A
      Accum Units o/s @ end of period        34,377.78           N/A           N/A           N/A           N/A        N/A     N/A
                                                      
MERRILL LYNCH HIGH CURRENT INCOME          
      Accumulation Unit Value              
         Beginning of Period                       N/A           N/A           N/A           N/A           N/A        N/A     N/A
         End of Period                            9.45           N/A           N/A           N/A           N/A        N/A     N/A
      Accum Units o/s @ end of period        51,178.92           N/A           N/A           N/A           N/A        N/A     N/A
                                                      
MERRILL LYNCH QUALITY EQUITY               
      Accumulation Unit Value              
         Beginning of Period                       N/A           N/A           N/A           N/A           N/A        N/A     N/A
         End of Period                           11.55           N/A           N/A           N/A           N/A        N/A     N/A
      Accum Units o/s @ end of period        60,761.56           N/A           N/A           N/A           N/A        N/A     N/A
                                                      
MERRILL LYNCH SPECIAL VALUE                
      Accumulation Unit Value              
         Beginning of Period                       N/A           N/A           N/A           N/A           N/A        N/A     N/A
         End of Period                            8.73           N/A           N/A           N/A           N/A        N/A     N/A
      Accum Units o/s @ end of period        48,096.41           N/A           N/A           N/A           N/A        N/A     N/A
                                                          
ALLIANCE GLOBAL DOLLAR GOVERNMENT                         
    Accumulation Unit Value                               
      Beginning of Period                        16.25           14.56         11.82          9.74         10.00      N/A     N/A
      End of Period                              12.55           16.25         14.56         11.82          9.74      N/A     N/A
    Accum Units o/s @ end of period         636,568.44      714,986.09    469,801.08    238,452.60     69,320.82      N/A     N/A
                                                          
ALLIANCE GROWTH                                           
    Accumulation Unit Value                               
      Beginning of Period                        22.70           17.70         13.97         10.48         10.00      N/A     N/A
      End of Period                              28.81           22.70         17.70         13.97         10.48      N/A     N/A
    Accum Units o/s @ end of period       8,904,664.35    8,054,584.57  5,856,812.02  2,215,092.12    467,688.06      N/A     N/A
                                                          
ALLIANCE GROWTH & INCOME                                  
    Accumulation Unit Value                               
      Beginning of Period                        24.27           19.11         15.62         11.67         11.88      10.78    10.00
      End of Period                              28.94           24.27         19.11         15.62         11.67      11.88    10.78
    Accum Units o/s @ end of period       9,476,753.38    7,258,107.19  4,509,118.40  1,554,549.81    438,680.32  28,041.82   800.00
                                                          
HIGH YIELD                                                
  Accumulation Unit Value                                 
    Beginning of Period                          10.30           N/A           N/A           N/A           N/A        N/A     N/A
    End of Period                                 9.78           10.30         N/A           N/A           N/A        N/A     N/A
  Accum Units o/s @ end of period         1,476,993.82      106,671.96         N/A           N/A           N/A        N/A     N/A
                                                          
ALLIANCE PREMIER GROWTH                                   
    Accumulation Unit Value                               
      Beginning of Period                        23.22           17.59         14.54         10.15         11.13      10.00    10.00
      End of Period                              33.89           23.22         17.59         14.54         10.15      11.13    10.00
    Accum Units o/s @ end of period      10,004,043.81    6,662.866.85  3,971,452.13  1,252,211.18    223,550.22  35,271.53  2081.43
                                                          
ALLIANCE QUASAR                                           
    Accumulation Unit Value                               
      Beginning of Period                        12.37           10.58         10.00          N/A          N/A        N/A      N/A
      End of Period                              11.65           12.37         10.58          N/A          N/A        N/A      N/A
    Accum Units o/s @ end of period       5,595,694.29    3,991,205.09    649,902.74          N/A          N/A        N/A      N/A
                                                          
REAL ESTATE INVESTMENT                                    
  Accumulation Unit Value                                 
    Beginning of Period                          12.16           N/A           N/A            N/A          N/A        N/A      N/A
    End of Period                                 9.71           12.16         N/A            N/A          N/A        N/A      N/A
  Accum Units o/s @ end of period         1,323,433.94      936,389.36         N/A            N/A          N/A        N/A      N/A
                                                          
ALLIANCE TECHNOLOGY                                       
    Accumulation Unit Value                               
      Beginning of Period                        11.43           10.89         10.00          N/A          N/A        N/A      N/A
      End of Period                              18.47           11.43         10.89          N/A          N/A        N/A      N/A
    Accum Units o/s @ end of period       5,670,473.44    4,818,385.19  2,127,691.68          N/A          N/A        N/A      N/A
                                                          
ALLIANCE TOTAL RETURN                                  
    Accumulation Unit Value                            
      Beginning of Period                        15.97           13.37         11.78         9.65         10.00       N/A       N/A
      End of Period                              18.42           15.97         13.37        11.78          9.65       N/A       N/A
    Accum Units o/s @ end of period       2,427,810.67    1,780,440.77  1,155,818.92   328,256.04     34,684.53       N/A       N/A
                                                                   
ALLIANCE U.S. GOVERNMENT/HIGH GRADE SECURIITES         
    Accumulation Unit Value                                        
      Beginning of Period                        12.00           11.20         11.07          9.42          9.95      10.00    N/A
      End of Period                              12.80           12.00         11.20         11.07          9.42       9.95    N/A
    Accum Units o/s @ end of period       3,516,324.78    2,190,735.81  1,838,415.41    914,988.76    320,574.64  41,210.45    N/A
                                                          
ALLIANCE WORLDWIDE PRIVATIZATION                          
    Accumulation Unit Value                               
      Beginning of Period                        14.02           12.84         10.99         10.05         10.00      N/A      N/A
      End of Period                              15.32           14.02         12.84         10.99         10.05      N/A      N/A
    Accum Units o/s @ end of period       2,399,048.01    2,391,217.59  1,135,168.22    394,704.27    105,674.08      N/A      N/A
                                                             
                                                             
</TABLE>
                                                       

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

         Merrill Lynch Variable Series Fund
         Basic Value Focus Fund                           July 1, 1993
         Capital Focus Fund                               June 5, 1998
         Domestic Money Market Fund                       February 20, 1992
         Global Growth Focus Fund                         June 5, 1998
         Global Strategy Focus Fund                       February 28, 1992
         Global Utility Focus Fund                        July 1, 1993
         High Current Income Fund                         April 20, 1982
         Quality Equity Fund                              April 20, 1982
         Special Value Focus Fund                         April 20, 1982
         Hotchkis and Wiley Variable Trust
         International VIP Portfolio                      June 10, 1998
         Low Duration VIP Portfolio                       March 18, 1998
         Mercury Asset Management Master Trust
         U.S. Large Cap Fund                              April 30, 1999
         Alliance Variable Products Series Fund
         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
         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
         Worldwide Privatization Portfolio                September 23, 1994
    





                                                        43

<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



    




                                                     44

<PAGE>
                                                     3

                        OVATION 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.

                                   MAY 1, 1999

================================================================
1.       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.

================================================================
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
         (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 one of two dollar  cost  averaging  programs.  (The
6-month  DCA  may not  yet be  available  in your  state.  Please  contact  your
financial representative for more information.)

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

Each year, we deduct a $30 contract maintenance fee from your contract. This fee
is waived if the value of your  contract  is at least  $50,000.  We also  deduct
insurance  charges which equal 1.40% 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% and an  administrative  charge of
0.15%.

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 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
1.40% insurance  charges and the $30 contract  maintenance fee. We converted the
contract  maintenance  fee to a  percentage  using an assumed  contract  size of
$50,000.  The actual impact of this charge on your contract may differ from this
percentage.  The column "Total  Annual  Portfolio  Charges"  refers to portfolio
charges for each variable portfolio. The third column is the total of all annual
charges.

The next two  columns  show two  examples of the charges you would pay under the
contract. The examples assume that you invested $1,000 in a contract which 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                    Examples
                                                     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
<S>                                                   <C>         <C>        <C>           <C>               <C> 
Alliance Variable Products Series Fund
Global Bond Portfolio                                 1.40%       0.93%      2.33%         $78               $273
Global Dollar Government Portfolio                    1.40%       0.95%      2.35%          78                275
Growth Portfolio                                      1.40%       0.87%      2.27%          78                267
Growth & Income Portfolio                             1.40%       0.73%      2.13%          76                252
High Yield Portfolio                                  1.40%       0.95%      2.35%          78                275
International Portfolio                               1.40%       0.95%      2.35%          78                275
Money Market Portfolio                                1.40%       0.68%      2.08%          76                247
North American Government Income Portfolio            1.40%       0.86%      2.26%          78                266
Premier Growth Portfolio                              1.40%       1.06%      2.46%          80                286
Quasar Portfolio                                      1.40%       0.95%      2.35%          78                275
Real Estate Investment Portfolio                      1.40%       0.95%      2.35%          78                275
Technology Portfolio                                  1.40%       0.95%      2.35%          78                275
Total Return Portfolio                                1.40%       0.88%      2.28%          78                268
U.S. Government/High Grade Securities Portfolio       1.40%       0.78%      2.18%          77                257
Utility Income Portfolio                              1.40%       0.95%      2.35%          78                275
Worldwide Privatization Portfolio                     1.40%       0.95%      2.35%          78                275
</TABLE>

*  Total  Annual  Portfolio   Charges  for  the  following   portfolios   before
reimbursement by the investment  advisers for the period ended December 31, 1998
were as follows:

      Alliance Variable Products Series Fund
         Global Bond Portfolio                                1.17%
         Global Dollar Government Portfolio                   1.75%
         High Yield Portfolio                                 1.80%
         International Portfolio                              1.37%
         North American Government Income Portfolio           1.17%
         Premier Growth Portfolio                             1.09%
         Quasar Portfolio                                     1.30%
         Real Estate Investment Portfolio                     1.77%
         Technology Portfolio                                 1.20%
         Total Return Portfolio                               0.95%
         U.S. Government/High Grade Securities Portfolio      0.91%
         Utility Income Portfolio                             1.35%
         Worldwide Privatization Portfolio                    1.70%

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 591/2.

================================================================
7.   ACCESS TO YOUR MONE
================================================================
     You     may
withdraw free of a surrender  charge an amount that is equal to the penalty-free
earnings  in your  contract  as of the  date you  make  the  withdrawal.  If you
participate in the systematic  withdrawal program,  you may withdraw 10% of your
total invested amount. The penalty-free  earnings amount is calculated by taking
the value of your contract on the day you make the  withdrawal  and  subtracting
your total invested amount.  Your maximum free withdrawal  amount is the greater
of: (1) the penalty-free  earnings or (2) 10% of your total invested amount that
has been invested.

Withdrawals  in excess of these  limits  will be  assessed a  surrender  charge.
Withdrawals  may be made from your  contract in the amount of $500 or more.  You
may request a withdrawal in writing.  Under the systematic  withdrawal  program,
you must have at least $24,000 in contract value. The minimum  withdrawal amount
is $200.

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. 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

                                                   Inception             Since
                                                     Date*             Inception

Alliance Variable Products Series Fund
Global Bond Portfolio                                May-98              6.22%
Global Dollar Government Portfolio                   May-98              4.95%
Growth Portfolio                                     May-98             27.34%
Growth & Income Portfolio                            May-98             17.80%
High Yield Portfolio                                 May-98             -2.15%
International Portfolio                              May-98              6.51%
Money Market Portfolio                               May-98              2.80%
N. A. Government Income Portfolio                    May-98              6.84%
Premier Growth Portfolio                             May-98             22.94%
Quasar Portfolio                                     May-98              6.54%
Real Estate Investment Portfolio                     May-98             -1.46%
Technology Portfolio                                 May-98             22.90%
Total Return Portfolio                               May-98             15.08%
U.S. Government/High Grade Securities Portfolio      May-98              4.71%
Utility Income Portfolio                             May-98             14.68%
Worldwide Privatization Portfolio                    May-98             10.24%

*The portfolios were not available under the contract prior to 1998.

================================================================
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;

(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 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;

(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  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;

(2)      the greatest  Contract Value at any seventh  Contract  Anniversary 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 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
(unless otherwise required by state law). Its value may be more or less than the
money you initially invested.

Dollar Cost  Averaging:  If selected,  these programs allow 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. The 6-month dollar
cost averaging program may not be available in all states.

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 .

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>
   
                               OVATION PROSPECTUS

                                   MAY 1, 1999

                           VARIABLE ANNUITY CONTRACTS
                                    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
(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 May 1, 1999.  The SAI has been filed with
the Securities and Exchange  Commission ("SEC") and is incorporated by reference
into this prospectus. The table

                                                         1

<PAGE>



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.

                                                         2

<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

                                                         3

<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 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.

                                                         4

<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 account value is $50,000 or greater). $30/yr

Variable Account Expenses (as a percentage of average account value)
     Mortality and Expense Risk Charge...................................  1.25%
     Administrative Charge...............................................  0.15%
                                                                           ====
     Total Variable Account Annual Expenses..............................  1.40%


                                                         5

<PAGE>




                            Annual Portfolio Expenses
                           After Waivers/Reimbursement

<TABLE>
                                                        Management            Other            Total
                                                          Fees             Expenses(1)        Expenses


<S>                                                          <C>             <C>              <C>  
Alliance Variable Products Series Fund(2)
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.

(2)      Total  expenses  for  the  following   portfolios  before  waivers  and
         reimbursement   by  the  Alliance   Variable   Products  Series  Fund's
         investment  adviser for the period ended  December  31,  1998,  were as
         follows:

                  Global Bond Portfolio                               1.17%
                  Global Dollar Government Portfolio                  1.75%
                  High-Yield Portfolio                                1.80%
                  International Portfolio                             1.37%
                  North American Government Income Portfolio          1.17%
                  Premier Growth Portfolio                            1.09%
                  Quasar Portfolio                                    1.30%
                  Real Estate Investment Portfolio                    1.77%

                                                         6

<PAGE>



                  Technology Portfolio                                1.20%
                  Total Return Portfolio                              0.95%
                  U.S. Government High Grade Securities Portfolio     0.91%
                  Utility Income Portfolio                            1.35%
                  Worldwide Privatization Portfolio                   1.70%



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
                                                               ------       -------        -------      --------
<S>                                                             <C>            <C>         <C>            <C> 
Alliance Variable Products Series Fund
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>



                                                         7

<PAGE>

<TABLE>



                                                                 If you Annuitize or do not surrender after:

                                                                 1 Year         3 Years        5 Years      10 Years
                                                                ------         -------        -------      --------
<S>                                                             <C>            <C>         <C>            <C> 
Alliance Variable Products Series Fund
Global 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.

                                                         8

<PAGE>



===================================================================
                                  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 85.



                                                         9

<PAGE>



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.

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 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.

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

                                                        10

<PAGE>



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 in  place
procedures 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.


                                                        11

<PAGE>



In addition to the dollar cost averaging  program described above, we also offer
a six-month dollar cost averaging program that is available only for new premium
payments of at least  $12,000.  Either  initial  premium or  subsequent  premium
payments are eligible for this program.  You may not include  existing  Contract
Value in the six-month dollar cost averaging program.

If you select this  program,  your premium will be allocated to the DCA account.
The DCA account is a guaranteed  account available only for the six month dollar
cost  averaging  program.  Your  contract  value in the DCA  account  will  earn
interest at a rate  guaranteed  for six months from the date we receive your new
premium.  The interest rate applicable to each account varies.  Therefore,  each
premium  allocation  to the program may earn interest at a different  rate.  The
full amount of the premium you allocate to the DCA account  will be  transferred
on a monthly basis over a six-month  period into  portfolios  you have selected.
The  minimum  monthly  amount  that can be  transferred  from the DCA account is
one-sixth  of the  premium  allocated  to it.  You may not  change the amount or
frequency of transfers under this program.

The interest rate credited to the DCA account may be different from the interest
rate credited to the guaranteed  option.  If the six-month dollar cost averaging
program  is  terminated,  we will  automatically  transfer  any  Contract  Value
remaining in the DCA account to the guaranteed account option.

The six-month dollar cost averaging  program may not be available in your state.
Please contact us for more information.

There is no charge for either dollar cost averaging program.  In addition,  your
periodic  transfers  under either 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 money 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.

                                                        12

<PAGE>




=====================================================================
                               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 Funds and Their 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

                                                        13

<PAGE>



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

                                                        14

<PAGE>



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.


                                                        15

<PAGE>



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 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.






                                                        16

<PAGE>



===================================================================
                             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. These expenses 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.

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.

Equity Assurance Plan

         Owner's Attained Age       Annual Charge

                  0-59                0.07%
                  60+                 0.20%

Annual Ratchet Plan                   0.10%

Accidental Death Benefit              0.05%

                                                        17

<PAGE>



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 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

                                                        18

<PAGE>



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 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 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.






                                                        19

<PAGE>



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

Generally

Contract Value 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.

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.





                                                        20

<PAGE>



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.  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.








                                                        21

<PAGE>



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

                                                        22

<PAGE>



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.


                                                        23

<PAGE>



===================================================================
                                  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;

         (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   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:


                                                        24

<PAGE>



         (1)      the Contract Value;

         (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
                  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;

         (2)      the   greatest   Contract   Value  at  any  seventh   Contract
                  Anniversary,  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;


                                                        25

<PAGE>



                         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  by the
Contract Value immediately prior to the surrender.

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  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 as of the date the death benefit is determined; or

     (2)  $250,000.


                                                        26

<PAGE>



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


                                                        27

<PAGE>



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

                                                        28

<PAGE>



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

                                                        29

<PAGE>




         (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.

================================================================
                                      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;


                                                        30

<PAGE>



         (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.

                                                        31

<PAGE>




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.





                                                        32

<PAGE>



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 70 1/2, 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.





                                                        33

<PAGE>



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.


                                                        34

<PAGE>



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.


                                                        35

<PAGE>



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.

Distribution of the Contract

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

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






                                                        36

<PAGE>



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.

Year 2000 Readiness

The Year 2000 issue arises from computer programs being written using two digits
rather than four digits to define the  applicable  year.  This could result in a
failure of the information  technology  systems (IT systems) and other equipment
containing  imbedded  technology  (non-IT  systems)  in the Year  2000,  causing
disruption  of the  operations  of  AIG,  as well as its  lessees,  vendors,  or
business partners.

AIG has  developed  a plan to address  the Year 2000  issue as it affects  AIG's
internal  IT and non- IT systems,  and to assess  Year 2000  issues  relating to
third parties with whom AIG has critical relationships.

The plan for addressing  internal  systems includes an assessment of internal IT
and non-IT systems and equipment affected by the Year 2000 issue;  definition of
strategies to address affected systems and equipment;  remediation of identified
affected systems and equipment;  and internal  certification  that each internal
system is Year 2000  compliant.  AIG has  remediated,  tested  and  returned  to
production  substantially  all of its  internal IT  systems.  AIG  continues  to
remediate and test internal  non-IT systems and expects to complete  remediation
by mid-1999.

AIG has also initiated formal communications with respect to the Year 2000 issue
to those third parties which have significant  interaction with AIG.  Currently,
AIG is unable to  ascertain  whether all such third  parties  will  successfully
address the Year 2000 issue, particularly those third parties outside the United
States where it is believed that  remediation  efforts relating to the Year 2000
issue  may be less  advanced.  While  AIG  expects  to have no  interruption  of
operations  as  a  result  of  internal  IT  and  non-IT  systems,   significant
uncertainties  remain about the effect on AIG of third  parties who are not Year
2000  compliant.  AIG will  continue  to  monitor  third  party  Year 2000 issue
readiness  to  determine  whether  additional  or  alternative  measures  may be
necessary. Such measures may include the selection of alternate third parties or
other  actions  designed to  mitigate  the  effects of a third  party's  lack of
preparedness.  There can be no  assurance  that  unresolved  Year 2000 issues of
third  parties  will not have a  material  adverse  impact on AIG's  results  of
operations,  financial condition or liquidity. AIG is considering the effects of
Year 2000 related  failures on its business and, as the most  reasonably  likely
worst  case  scenarios  become  more  clearly   identified,   AIG  will  develop
appropriate contingency plans.


                                                        37

<PAGE>



There can be no assurance  that the funds,  like other third  parties,  will not
have unresolved Year 2000 issues that may have a material adverse impact on your
contract  values  as well as our  operations.  Please  refer  to the  Year  2000
discussion in each fund's prospectus.

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 and of the variable
account are included in the SAI which 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 and the variable account has
been filed  electronically  with the SEC and can be obtained through its website
at http://www.sec.gov.





                                                        38

<PAGE>



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

                         CONDENSED FINANCIAL INFORMATION
                            ACCUMULATION UNIT VALUES*
<TABLE>


                                             1998             1997        1996           1995          1994         1993      1992
 
<S>                                       <C>          <C>          <C>            <C>            <C>         <C>          <C>


GLOBAL BOND
    Accumulation Unit Value            
      Beginning of Period                      13.14          13.24        12.64        10.28         11.00         9.96       10.00
      End of Period                            14.79          13.14        13.24        12.64         10.28        11.00        9.96
    Accum Units o/s @ end of period       643,678.64     708,242.42   579,082.99   213,886.71     85,875.16    18,846.45    5,444.00
                                                      
GLOBAL DOLLAR GOVERNMENT                            
    Accumulation Unit Value                         
      Beginning of Period                      16.25          14.56        11.82         9.74         10.00      N/A          N/A
      End of Period                            12.55          16.25        14.56        11.82          9.74      N/A          N/A
    Accum Units o/s @ end of period       636,568.44     714,986.09   469,801.08   238,452.60     69,320.82      N/A          N/A
                                                    
GROWTH                                              
    Accumulation Unit Value                         
      Beginning of Period                      22.70          17.70        13.97        10.48         10.00      N/A          N/A
      End of Period                            28.81          22.70        17.70        13.97         10.48      N/A          N/A
    Accum Units o/s @ end of period     8,904,664.35   8,054,584.57 5,856,812.02 2,215,092.12    467,688.06      N/A          N/A
                                                    
GROWTH & INCOME                                     
    Accumulation Unit Value                         
      Beginning of Period                      24.27          19.11        15.62        11.67         11.88        10.78       10.00
      End of Period                            28.94          24.27        19.11        15.62         11.67        11.88       10.78
    Accum Units o/s @ end of period     9,476,753.38   7,258,107.19 4,509,118.40 1,554,549.81    438,680.32    28,041.82      800.00
                                                    
HIGH YIELD                                          
    Accumulation Unit Value                         
      Beginning of Period                      10.30          N/A          N/A          N/A          N/A         N/A          N/A
      End of Period                             9.78          10.30        N/A          N/A          N/A         N/A          N/A
    Accum Units o/s @ end of period     1,476,993.82     106,671.96        N/A          N/A          N/A         N/A          N/A
                                                    
INTERNATIONAL                                       
    Accumulation Unit Value                         
      Beginning of Period                      12.50          12.26        11.60        10.71         10.17        10.00      N/A
      End of Period                            13.93          12.50        12.26        11.60         10.71        10.17      N/A
    Accum Units o/s @ end of period     3,645,458.54   3,700,183.10 2,718,751.84   981,260.91    447,407.41    21,717.14      N/A
                                                    
MONEY MARKET                                        
    Accumulation Unit Value                         
      Beginning of Period                      11.37          10.97        10.63        10.26         10.08        10.00      N/A
      End of Period                            11.77          11.37        10.97        10.63         10.26        10.08      N/A
    Accum Units o/s @ end of period     7,257,274.05   4,291,499.61 4,320,223.01 1,856,020.37    431,319.86     8,487.20      N/A
                                                    
NORTH AMERICAN GOVERNMENT INCOME                    
    Accumulation Unit Value                         
      Beginning of Period                      13.32          12.33        10.53         8.70         10.00      N/A          N/A
      End of Period                            13.67          13.32        12.33        10.53          8.70      N/A          N/A
    Accum Units o/s @ end of period     1,816,650.85   1,790,540.24 1,047,240.17   531,374.67    340,817.36      N/A          N/A
                                                    
PREMIER GROWTH                                      
    Accumulation Unit Value                         
      Beginning of Period                      23.22          17.59        14.54        10.15         11.13        10.00       10.00
      End of Period                            33.89          23.22        17.59        14.54         10.15        11.13       10.00
    Accum Units o/s @ end of period    10,004,043.81   6,662.866.85 3,971,452.13 1,252,211.18    223,550.22    35,271.53    2,081.43
                                                    
QUASAR                                              
    Accumulation Unit Value                         
      Beginning of Period                      12.37          10.58        10.00        N/A          N/A         N/A          N/A
      End of Period                            11.65          12.37        10.58        N/A          N/A         N/A          N/A
    Accum Units o/s @ end of period     5,595,694.29   3,991,205.09   649,902.74        N/A          N/A         N/A          N/A
                                                    
REAL ESTATE INVESTMENT                              
    Accumulation Unit Value                         
      Beginning of Period                      12.16          N/A          N/A          N/A          N/A          N/A         N/A
      End of Period                             9.71          12.16        N/A          N/A          N/A          N/A         N/A
    Accum Units o/s @ end of period     1,323,433.94     936,389.36        N/A          N/A          N/A          N/A         N/A
                                                    
TECHNOLOGY                                          
    Accumulation Unit Value                         
      Beginning of Period                      11.43          10.89        10.00        N/A          N/A          N/A         N/A
      End of Period                            18.47          11.43        10.89        N/A          N/A          N/A         N/A
    Accum Units o/s @ end of period     5,670,473.44   4,818,385.19 2,127,691.68        N/A          N/A          N/A         N/A
                                                    
TOTAL RETURN                                        
    Accumulation Unit Value                         
      Beginning of Period                      15.97          13.37        11.78         9.65         10.00       N/A         N/A
      End of Period                            18.42          15.97        13.37        11.78          9.65       N/A         N/A
    Accum Units o/s @ end of period     2,427,810.67   1,780,440.77 1,155,818.92   328,256.04     34,684.53       N/A         N/A
                                                    
U.S. GOVERNMENT/HIGH GRADE SECURITIES               
    Accumulation Unit Value                         
      Beginning of Period                      12.00          11.20        11.07         9.42          9.95        10.00      N/A
      End of Period                            12.80          12.00        11.20        11.07          9.42         9.95      N/A
    Accum Units o/s @ end of period     3,516,324.78   2,190,735.81 1,838,415.41   914,988.76    320,574.64    41,210.45      N/A
                                                    
UTILITY INCOME                                      
    Accumulation Unit Value                         
      Beginning of Period                      15.58          12.57        11.82         9.87         10.00       N/A         N/A
      End of Period                            19.04          15.58        12.57        11.82          9.87       N/A         N/A
    Accum Units o/s @ end of period     1,379,682.64     910,470.43   812,579.02   358,005.39    111,604.02       N/A         N/A
                                                    
WORLDWIDE PRIVATIZATION                             
    Accumulation Unit Value                         
      Beginning of Period                      14.02          12.84        10.99        10.05         10.00       N/A         N/A
      End of Period                            15.32          14.02        12.84        10.99         10.05       N/A         N/A
    Accum Units o/s @ end of period     2,399,048.01   2,391,217.59 1,135,168.22   394,704.27    105,674.08       N/A         N/A
                                        
</TABLE>



*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





                                                        41

<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







                                                     42

<PAGE>


    
<PAGE>
                                                        
                        PROFILE 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.

                                   MAY 1, 1999

================================================================
1.       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 18  variable  investment  options  provided  by A I M
Advisors Inc.,  Alliance  Capital  Management,  L.P.,  The Dreyfus  Corporation,
Mellon Equity Associates,  Fidelity  Management and Research Company and Van Eck
Associates  Corporation 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.

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

You may allocate money to the following  variable  investment  portfolios of AIM
Variable  Insurance Funds,  Inc.,  Alliance Variable Products Series Fund, Inc.,
Dreyfus Variable  Investment Fund,  Dreyfus Stock Index Fund,  Fidelity Variable
Insurance  Products Fund,  Fidelity Variable  Insurance Products Fund II and Van
Eck Worldwide Insurance Trust.

         AIM Variable Insurance Funds, Inc.
         (managed by A I M Advisors, Inc.)

         AIM V.I. Capital Appreciation Fund
         AIM V.I. International Equity Fund


<PAGE>


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

         Global Bond Portfolio
         Growth Portfolio
         Growth and Income Portfolio
         Premier Growth Portfolio
         Quasar Portfolio
         Technology Portfolio

         Dreyfus Variable Investment Fund
         (managed by The Dreyfus Corporation)

         Small Company Stock Portfolio

         Dreyfus Stock Index Fund
         (managed by The Dreyfus Corporation and Mellon Equity Associates)

         Fidelity Variable Insurance Products Fund
         (managed by Fidelity Management & Research Company)

         VIP Growth Portfolio
         VIP High Income Portfolio
         VIP Money Market Portfolio

         Fidelity Variable Insurance Products Fund II
         (managed by Fidelity Management & Research Company)

         VIP II Asset Manager Portfolio
         VIP II Contrafund Portfolio
         VIP II Investment Grade Bond Portfolio

         Van Eck Worldwide Insurance Trust
         (managed by Van Eck Associates Corporation)

         Worldwide Emerging Markets Fund
         Worldwide Hard Assets Fund

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 one of two dollar  cost  averaging  programs.  (The
6-month  DCA  may not  yet be  available  in your  state.  Please  contact  your
financial representative for more information.)


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

Each year, we deduct a $30 contract maintenance fee from your contract. This fee
is waived if the value of your  contract  is at least  $50,000.  We also  deduct
insurance  charges which equal 1.40% 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% and an  administrative  charge of
0.15%.

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 0.63% to 1.50%.

If you take money out in excess of the free 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
1.40% insurance  charges and the $30 contract  maintenance fee. We converted the
contract  maintenance  fee to a  percentage  using an assumed  contract  size of
$50,000.  The actual impact of this charge on your contract may differ from this
percentage.  The column "Total  Annual  Portfolio  Charges"  refers to portfolio
charges for each variable portfolio. The third column is the total of all annual
charges.

The next two  columns  show two  examples of the charges you would pay under the
contract. The examples assume that you invested $1,000 in a contract which 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.


<PAGE>

<TABLE>


                                                          Total        Total                    Examples
                                                          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
<S>                                                       <C>         <C>        <C>             <C>               <C> 
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund                        1.40%       0.67%      2.07%           $76               $246
AIM V.I. International Equity Fund                        1.40%       0.91%      2.31%            78                271
Alliance Variable Products Series Fund
Global Bond Portfolio                                     1.40%       0.93%      2.33%            78                273
Growth Portfolio                                          1.40%       0.87%      2.27%            78                267
Growth and Income Portfolio                               1.40%       0.73%      2.13%            76                252
Premier Growth Portfolio                                  1.40%       1.06%      2.46%            80                286
Quasar Portfolio                                          1.40%       0.95%      2.35%            78                275
Technology Portfolio                                      1.40%       0.95%      2.35%            78                275
Dreyfus Variable Investment Fund
Small Company Stock Portfolio                             1.40%       0.98%      2.38%            79                278
Dreyfus Stock Index Fund                                  1.40%       0.26%      1.66%            71                203
Fidelity Variable Insurance Products Fund
VIP Growth Portfolio                                      1.40%       0.66%      2.08%            76                247
VIP High Income Portfolio                                 1.40%       0.70%      2.10%            76                249
VIP Money Market Portfolio                                1.40%       0.30%      1.70%            72                207
Fidelity Variable Insurance Products Fund II
VIP II Asset Manager Portfolio                            1.40%       0.63%      2.03%            75                242
VIP II Contrafund Portfolio                               1.40%       0.66%      2.06%            76                245
VIP II Investment Grade Bond Portfolio                    1.40%       0.57%      1.97%            75                236
Van Eck Worldwide Insurance Trust
Worldwide Emerging Markets Fund                           1.40%       1.50%      2.90%            84                328
Worldwide Hard Assets Fund                                1.40%       1.16%      2.56%            81                295
</TABLE>

*  Total  Annual  Portfolio   Charges  for  the  following   portfolios   before
reimbursement by the investment  advisers for the period ended December 31, 1998
were as follows:

                  Alliance Variable Products Series Fund
                           Global Bond Portfolio                       1.17%
                           Premier Growth Portfolio                    1.09%
                           Quasar Portfolio                            1.30%
                           Technology Portfolio                        1.20%
                  Fidelity Variable Insurance Products Fund II
                           VIP II Asset Manager Portfolio              0.64%
                           VIP II Contrafund Portfolio                 0.70%
                  Van Eck Worldwide Insurance Trust
                           Worldwide Emerging Markets Fund             1.61%
                           Worldwide Hard Assets Fund                  1.20%

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 591/2.

================================================================
7.       ACCESS TO YOUR MONEY 
================================================================

You may  withdraw  free of a  surrender  charge an  amount  that is equal to the
penalty-free  earnings in your contract as of the date you make the  withdrawal.
If you participate in the systematic withdrawal program, you may withdraw 10% of
your total invested amount.  The  penalty-free  earnings amount is calculated by
taking  the  value  of your  contract  on the day you make  the  withdrawal  and
subtracting your total invested amount.  Your maximum free withdrawal  amount is
the greater of: (1) the penalty-free  earnings or (2) 10% of your total invested
amount that has been invested.

Withdrawals  in excess of these  limits  will be  assessed a  surrender  charge.
Withdrawals  may be made from your  contract in the amount of $500 or more.  You
may request a withdrawal in writing.  Under the systematic  withdrawal  program,
you must have at least $24,000 in contract value. The minimum  withdrawal amount
is $200.

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.

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

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

The following chart shows total returns for each subaccount for the time periods
shown. These numbers reflect the insurance charges, the contract maintenance fee
and the investment charges. 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

                                                                              
                                               Inception       Since         
                                                 Date*        Inception

AIM Variable Insurance Funds
V.I. Capital Appreciation Fund                  May-98       17.01%
V.I. International Equity Fund                  May-98       11.68%
Alliance Variable Products Series Fund
Global Bond Portfolio                           May-98        6.22%
Growth Portfolio                                May-98       27.96%
Growth & Income Portfolio                       May-98       17.80%
Premier Growth Portfolio                        May-98       17.40%
Quasar Portfolio                                May-98        5.42%
Technology Portfolio                            May-98       22.92%
Dreyfus Variable Investment Fund
VIF Small Co. Stock Portfolio                   May-98        7.04%
Dreyfus Stock Index Fund                        May-98       15.34%
Fidelity Variable Insurance Products Fund
VIP Growth Portfolio                            May-98       15.65%
VIP High Income Portfolio                       May-98        9.48%
VIP Money Market Portfolio                      May-98        5.55%
Fidelity Variable Insurance Products Fund II
VIP II Asset Manager Portfolio                  May-98       11.41%
VIP II Contrafund Portfolio                     May-98       25.53%
VIP II Investment Grade Bond Portfolio          May-98        6.83%
Van Eck Worldwide Insurance Trust
Worldwide Emerging Markets Fund                 May-98       -11.21%
Worldwide Hard Assets Fund                      May-98        0.68%

*The portfolios were not available under the contract prior to 1998.

================================================================
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;

(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 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;

(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  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;

(2)      the greatest  Contract Value at any seventh  Contract  Anniversary 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 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
(unless otherwise required by state law). Its value may be more or less than the
money you initially invested.

Dollar Cost  Averaging:  If selected,  these programs allow 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. The 6-month dollar
cost averaging program may not be available in all states.

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 .

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>
   
                               PROFILE PROSPECTUS

                                   MAY 1, 1999

                           VARIABLE ANNUITY CONTRACTS
                                    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 nineteen  investment  options to which you can allocate  your
money --  eighteen  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 AIM Variable  Insurance Funds,  Inc.,  Alliance  Variable Products Series
Fund, Inc., Dreyfus Variable Investment Fund, Dreyfus Stock Index Fund, Fidelity
Variable Insurance  Products Fund,  Fidelity Variable Insurance Products Fund II
and Van Eck Worldwide Insurance Trust.

         AIM Variable Insurance Funds, Inc.
         (managed by A I M Advisors, Inc.)
         AIM V.I. Capital Appreciation Fund
         AIM V.I. International Equity Fund

         Alliance Variable Products Series Fund, Inc.
         (managed by Alliance Capital Management, L.P.)
         Global Bond Portfolio
         Growth Portfolio
         Growth and Income Portfolio
         Premier Growth Portfolio
         Quasar Portfolio
         Technology Portfolio

         Dreyfus Variable Investment Fund
         (managed by The Dreyfus Corporation)
         Small Company Stock Portfolio




                                                         1

<PAGE>



         Dreyfus Stock Index Fund
         (managed by The Dreyfus Corporation and Mellon Equity Associates)

         Fidelity Variable Insurance Products Fund
         (managed by Fidelity Management & Research Company)
         VIP Growth Portfolio
         VIP High Income Portfolio
         VIP Money Market Portfolio

         Fidelity Variable Insurance Products Fund II
         (managed by Fidelity Management & Research Company)
         VIP II Asset Manager Portfolio
         VIP II Contrafund Portfolio
         VIP II Investment Grade Bond Portfolio

         Van Eck Worldwide Insurance Trust
         (managed by Van Eck Associates Corporation)
         Worldwide Emerging Markets Fund
         Worldwide Hard Assets Fund


To learn more about the  contract,  you can  obtain a copy of the  Statement  of
Additional  Information  ("SAI") dated May 1, 1999.  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.

                                                         2

<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

                                                         3

<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 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.

                                                         4

<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 account value is $50,000 or greater)$30/yr

Variable Account Expenses (as a percentage of average account value)
     Mortality and Expense Risk Charge.................................. 1.25%
     Administrative Charge.............................................. 0.15%
                                                                         =====
     Total Variable Account Annual Expenses............................. 1.40%

                                                         5

<PAGE>


<TABLE>

                            Annual Portfolio Expenses
                           After Waivers/Reimbursement

                                                      Management      Other      12b-1      Total
                                                        Fees       Expenses(1)  Fees(2)    Expenses

<S>                                                      <C>          <C>           <C>        <C>  
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund                       0.62%        0.05%         0.0%       0.67%
AIM V.I. International Equity Fund                       0.75%        0.16%         0.0%       0.91%
Alliance Variable Products Series Fund(3)
Global Bond Portfolio                                    0.64%        0.29%         0.0%       0.93%
Growth Portfolio                                         0.75%        0.12%         (2)        0.87%
Growth and Income Portfolio                              0.63%        0.10%         (2)        0.73%
Premier Growth Portfolio                                 0.97%        0.09%         0.0%       1.06%
Quasar Portfolio                                         0.73%        0.22%         0.0%       0.95%
Technology Portfolio                                     0.81%        0.14%         0.0%       0.95%
Dreyfus Variable Investment Fund
Small Company Stock Portfolio                            0.75%        0.23%         0.0%       0.98%
Dreyfus Stock Index Fund                                 0.25%        0.01%         0.0%       0.26%
Fidelity Variable Insurance Products Fund(4)
VIP Growth Portfolio                                     0.59%        0.07%         0.0%       0.66%
VIP High Income Portfolio                                0.58%        0.12%         0.0%       0.70%
VIP Money Market Portfolio                               0.20%        0.10%         0.0%       0.30%
Fidelity Variable Insurance Products Fund II(5)
VIP II Asset Manager Portfolio                           0.54%        0.09%         0.0%       0.63%
VIP II Contrafund Portfolio                              0.59%        0.07%         0.0%       0.66%
VIP II Investment Grade Bond Portfolio                   0.43%        0.14%         0.0%       0.57%
Van Eck Worldwide Insurance Trust(6)
Worldwide Emerging Markets Fund                          0.89%        0.61%         0.0%       1.50%
Worldwide Hard Assets Fund                               1.00%        0.16%         0.0%       1.16%

</TABLE>

(1)      Other expenses are based on the expenses  outlined in the  prospectuses
         for the AIM Variable Insurance Funds, Alliance Variable Products Series
         Fund,  Dreyfus  Variable  Investment  Fund,  Dreyfus  Stock Index Fund,
         Fidelity Variable Insurance Products Fund,  Fidelity Variable Insurance
         Products Fund II and Van Eck Worldwide Insurance Trust.


                                                         6

<PAGE>



(2)      Expenses  shown are for the year ended December 31, 1998. No 12b-1 fees
         were charged.  Effective May 1, 1999, Alliance Variable Products Series
         Fund will offer the Growth Portfolio and Growth and Income Portfolio as
         Class B shares and will be  subject to 12b- 1 fees.  The amount of this
         fee is 0.25%.

(3)      Total  expenses  for  the  following   portfolios  before  waivers  and
         reimbursement   by  the  Alliance   Variable   Products  Series  Fund's
         investment  adviser for the period ended  December  31,  1998,  were as
         follows:

                  Global Bond Portfolio                                1.17%
                  Premier Growth Portfolio                             1.09%
                  Quasar Portfolio                                     1.30%
                  Technology Portfolio                                 1.20%

(4)      Total expenses for the following  portfolios  before  reimbursement  by
         Fidelity Variable  Insurance Products Fund's investment adviser for the
         period ended December 31, 1998, were as follows:

                  VIP Growth Portfolio                                 0.68%

(5)      Total expenses for the following  portfolios  before  reimbursement  by
         Fidelity Variable  Insurance  Products Fund II's investment adviser for
         the period ended December 31, 1998, were as follows:

                  VIP II Asset Manager Portfolio                       0.64%
                  VIP II Contrafund Portfolio                          0 .70%

(6)      Total expenses for the following portfolios before reimbursement by Van
         Eck Worldwide Insurance Trust's investment adviser for the period ended
         December 31, 1998, were as follows:

                  Worldwide Emerging Markets Fund                      1.61%
                  Worldwide Hard Assets Fund                           1.20%



                                                         7

<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
                                                               ------        -------      -------       --------
<S>                                                            <C>             <C>         <C>           <C> 
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund                             $76             $112        $150          $246
AIM V.I. International Equity Fund                              78              119         163           271
Alliance Variable Products Series Fund
Global Bond Portfolio                                           78              120         164           273
Growth Portfolio                                                78              118         161           267
Growth and Income Portfolio                                     76              114         153           252
Premier Growth Portfolio                                        80              123         170           286
Quasar Portfolio                                                78              120         165           275
Technology Portfolio                                            78              120         165           275
Dreyfus Variable Insurance Products Fund
Small Company Stock Portfolio                                   79              121         166           278
Dreyfus Stock Index Fund                                        71               99         129           203
Fidelity Variable Insurance Products Fund
VIP Growth Portfolio                                            76              112         151           247
VIP High Income Portfolio                                       76              113         152           249
VIP Money Market Portfolio                                      72              100         131           207
Fidelity Variable Insurance Products Fund II
VIP II Asset Manager Portfolio                                  75              110         148           242
VIP II Contrafund Portfolio                                     76              111         150           245
VIP II Investment Grade Bond Portfolio                          75              109          145          236
Van Eck Worldwide Insurance Trust
Worldwide Emerging Markets Fund                                 84              137         192           328
Worldwide Hard Assets Fund                                      81              126         175           295
</TABLE>



                                                         8

<PAGE>



<TABLE>

                                                             If you annuitize or you do not surrender after:

                                                             1 Year          3 Years     5 Years    10 Years
                                                             ------          -------     -------    --------
<S>                                                            <C>             <C>         <C>           <C> 
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund                             $22             $67         $114          $246
AIM V.I. International Equity Fund                              24              74          127           271
Alliance Variable Products Series Fund
Global Bond Portfolio                                           24              75          128           273
Growth Portfolio                                                24              73          125           267
Growth and Income Portfolio                                     22              69          117           252
Premier Growth Portfolio                                        26              78          134           286
Quasar Portfolio                                                24              75          129           275
Technology Portfolio                                            24              75          129           275
Dreyfus Variable Investment Fund
Small Company Stock Portfolio                                   25              76          130           278
Dreyfus Stock Index Fund                                        17              54            93          203
Fidelity Variable Insurance Products Fund
VIP Growth Portfolio                                            22              67          115           247
VIP High Income Portfolio                                       22              68          116           249
VIP Money Market Portfolio                                      18              55            95          207
Fidelity Variable Insurance Products Fund II
VIP II Asset Manager Portfolio                                  21              65          112           242
VIP II Contrafund Portfolio                                     22              66          114           245
VIP II Investment Grade Bond Portfolio                          21              64          109           236
Van Eck Worldwide Insurance Trust
Worldwide Emerging Markets Fund                                 30              92          156           328
Worldwide Hard Assets Fund                                      27              81          139           295

</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.


                                                         9

<PAGE>



===================================================================
                                  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 85.



                                                        10

<PAGE>



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.

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 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.

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

                                                        11

<PAGE>



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 in  place
procedures 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.


                                                        12

<PAGE>



In addition to the dollar cost averaging  program described above, we also offer
a six-month dollar cost averaging program that is available only for new premium
payments of at least  $12,000.  Either  initial  premium or  subsequent  premium
payments are eligible for this program.  You may not include  existing  Contract
Value in the six-month dollar cost averaging program.

If you select this  program,  your premium will be allocated to the DCA account.
The DCA account is a guaranteed  account available only for the six month dollar
cost  averaging  program.  Your  contract  value in the DCA  account  will  earn
interest at a rate  guaranteed  for six months from the date we receive your new
premium.  The interest rate applicable to each account varies.  Therefore,  each
premium  allocation  to the program may earn interest at a different  rate.  The
full amount of the premium you allocate to the DCA account  will be  transferred
on a monthly basis over a six-month  period into  portfolios  you have selected.
The  minimum  monthly  amount  that can be  transferred  from the DCA account is
one-sixth  of the  premium  allocated  to it.  You may not  change the amount or
frequency of transfers under this program.

The interest rate credited to the DCA account may be different from the interest
rate credited to the guaranteed  option.  If the six-month dollar cost averaging
program  is  terminated,  we will  automatically  transfer  any  Contract  Value
remaining in the DCA account to the guaranteed account option.

The six-month dollar cost averaging  program may not be available in your state.
Please contact us for more information.

There is no charge for either dollar cost averaging program.  In addition,  your
periodic  transfers  under either 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 money 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.

                                                        13

<PAGE>




=====================================================================
                               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 Funds and Their Portfolios

The AIM  Variable  Insurance  Funds,  Alliance  Variable  Products  Series Fund,
Dreyfus Variable  Investment Fund,  Dreyfus Stock Index Fund,  Fidelity Variable
Insurance  Products Fund,  Fidelity Variable  Insurance Products Fund II and Van
Eck Worldwide  Insurance  Trust Funds are mutual funds  registered with the SEC.
Each  one may  have  additional  portfolios  that are not  available  under  the
contract.

You  should  carefully  read each  fund's  prospectus  before  investing.  These
prospectuses  are attached to this prospectus and contain  detailed  information
regarding management of the

                                                        14

<PAGE>



portfolios,  investment objectives,  investment advisory fees and other charges.
The prospectuses also discuss 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.

AIM Variable Insurance Funds, Inc.

AIM V.I. Capital Appreciation Fund seeks growth of capital through investment in
common stocks, with emphasis on medium-and smaller-sized growth companies.

AIM V.I.  International Equity Fund seeks to provide long-term growth of capital
by investing in a diversified portfolio of international equity securities whose
issuers are considered to have strong earnings momentum.

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.

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.

Premier Growth Portfolio seeks growth of capital rather than current income.  In
pursuing its investment  objectives,  the Premier  Growth  Portfolio will employ
aggressive  investment policies.  Since investment will be made based upon 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.

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

                                                        15

<PAGE>



Dreyfus Variable Investment Fund

Small Company Stock Portfolio seeks investment results that are greater than the
total return performance of publicly-traded  common stocks in the aggregate,  as
represented  by Russell 2500 TM Index.  The portfolio  invests  primarily in the
equity  securities  of the  small  to  medium-sized  domestic  issuers  that are
considered by the Dreyfus Corporation to offer above-average growth potential.

Dreyfus Stock Index Fund seeks to provide  investment results that correspond to
the  price  and  yield  performance  of  publicly  traded  common  stocks in the
aggregate,  as  represented  by the Standard & Poor's 500 Composite  Stock Price
Index.  The Fund  attempts to be fully  invested at all times in the stocks that
comprise the index,  and stock index futures.  The Fund is neither  sponsored by
nor  affiliated  with  Standard & Poor's  Corporation.  Dreyfus  has engaged its
affiliate, Mellon Equity Associates, to serve as the Fund's index fund manager.

Fidelity Variable Insurance Products Fund (VIP)

VIP Growth Portfolio seeks capital appreciation through investments primarily in
common stock.

VIP High Income  Portfolio  seeks high current income by investing  primarily in
income producing debt securities,  preferred stocks and convertible  securities,
with emphasis on lower- quality debt securities  (commonly  referred to as "junk
bonds"),  while also considering growth of capital. The potential for high yield
is accompanied by higher risk. For a more detailed  discussion of the investment
risks  associated  with such  securities,  please refer to the  Fidelity  Fund's
attached prospectus. The sub-adviser for this portfolio is Fidelity Management &
Research Far East Inc. and Fidelity Management & Research (U.K.) Inc.

VIP Money Market  Portfolio seeks to obtain as high a level of current income as
is consistent with  preserving  capital and providing  liquidity.  The portfolio
will invest only in high quality U.S. dollar-denominated money market securities
of domestic and foreign issuers. An investment in the VIP Money Market Portfolio
is neither  insured nor guaranteed by the U.S.  Government,  and there can be no
assurance  that the  portfolio  will  maintain a stable $1.00 share  price.  The
sub-adviser for this portfolio is Fidelity Investments Money Management, Inc., a
wholly owned subsidiary of FMR.

Fidelity Variable Insurance Products Fund II (VIP II)

VIP II Asset Manager Portfolio seeks to provide a high total return with reduced
risk  over the long  term by  allocating  its  assets  among  stocks,  bonds and
short-term  money market  instruments.  The  sub-adviser  for this  portfolio is
Fidelity Management & Research Far East Inc.
and Fidelity Management & Research (U.K.) Inc.


                                                        16

<PAGE>



VIP  II  Contrafund   Portfolio  seeks  capital  appreciation  by  investing  in
securities of companies whose value the manager believes is not fully recognized
by the public.  The  sub-adviser  for this  portfolio  is Fidelity  Management &
Research Far East Inc. and Fidelity Management & Research (U.K.) Inc.

VIP II Investment  Grade Bond Portfolio  seeks as high a level of current income
as is  consistent  with  the  preservation  of  capital  by  investing  in  U.S.
dollar-denominated   investment-grade  bonds.  The  portfolio  will  maintain  a
dollar-weighted average portfolio maturity of ten years or less. The sub-adviser
for this portfolio is Fidelity Investments Money Management, Inc.

Van Eck Worldwide Insurance Trust

Worldwide  Emerging  Markets  Fund  seeks  long-term  capital   appreciation  by
investing primarily in equity securities in emerging markets around the world.

Worldwide Hard Assets Fund seeks  long-term  capital  appreciation  by investing
primarily in "hard asset securities." Income is a secondary consideration.  Hard
Asset  securities are the stocks,  bonds, and other securities of companies that
derive at least 50% of gross  revenue or profit from  exploration,  development,
production or distribution of (1) precious metals,  (2) natural  resources,  (3)
real estate and (4) commodities.

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 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.


                                                        17

<PAGE>



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.

                                                        18

<PAGE>


===================================================================
                             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. These expenses 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.

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.

Equity Assurance Plan

         Owner's Attained Age                   Annual Charge

                  0-59                            0.07%
                  60+                             0.20%

Annual Ratchet Plan                               0.10%

Accidental Death Benefit                          0.05%

                                                        20

<PAGE>



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 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

                                                        21

<PAGE>



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 prospectuses for the AIM Variable
Insurance  Funds,  Alliance  Variable  Products  Series Fund,  Dreyfus  Variable
Investment Fund, Dreyfus Stock Index Fund,  Fidelity Variable Insurance Products
Fund,  Fidelity  Variable  Insurance  Products  Fund II and  Van  Eck  Worldwide
Insurance Trust 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 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.




                                                        22

<PAGE>




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

Generally

Contract Value 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.

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.




                                                        23

<PAGE>



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.  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.








                                                        24

<PAGE>



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

                                                        25

<PAGE>



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.


                                                        26

<PAGE>



===================================================================
                                  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;

         (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   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:


                                                        27

<PAGE>



         (1)      the Contract Value;

         (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
                  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;

         (2)      the   greatest   Contract   Value  at  any  seventh   Contract
                  Anniversary,  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;


                                                        28

<PAGE>



                         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  by the
Contract Value immediately prior to the surrender.

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  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 as of the date the death benefit is determined; or

     (2)  $250,000.


                                                        29

<PAGE>



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


                                                        30

<PAGE>



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

                                                        31

<PAGE>



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

                                                        32

<PAGE>




         (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.

================================================================
                                      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;


                                                        33

<PAGE>



         (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.

                                                        34

<PAGE>




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.





                                                        35

<PAGE>



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 70 1/2, 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.





                                                        36

<PAGE>



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.


                                                        37

<PAGE>



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.


                                                        38

<PAGE>



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.

Distribution of the Contract

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

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

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")

                                                        39

<PAGE>



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.

Year 2000 Readiness

The Year 2000 issue arises from computer programs being written using two digits
rather than four digits to define the  applicable  year.  This could result in a
failure of the information  technology  systems (IT systems) and other equipment
containing  imbedded  technology  (non-IT  systems)  in the Year  2000,  causing
disruption  of the  operations  of  AIG,  as well as its  lessees,  vendors,  or
business partners.

AIG has  developed  a plan to address  the Year 2000  issue as it affects  AIG's
internal  IT and non- IT systems,  and to assess  Year 2000  issues  relating to
third parties with whom AIG has critical relationships.

The plan for addressing  internal  systems includes an assessment of internal IT
and non-IT systems and equipment affected by the Year 2000 issue;  definition of
strategies to address affected systems and equipment;  remediation of identified
affected systems and equipment;  and internal  certification  that each internal
system is Year 2000  compliant.  AIG has  remediated,  tested  and  returned  to
production  substantially  all of its  internal IT  systems.  AIG  continues  to
remediate and test internal  non-IT systems and expects to complete  remediation
by mid-1999.

AIG has also initiated formal communications with respect to the Year 2000 issue
to those third parties which have significant  interaction with AIG.  Currently,
AIG is unable to  ascertain  whether all such third  parties  will  successfully
address the Year 2000 issue, particularly those third parties outside the United
States where it is believed that  remediation  efforts relating to the Year 2000
issue  may be less  advanced.  While  AIG  expects  to have no  interruption  of
operations  as  a  result  of  internal  IT  and  non-IT  systems,   significant
uncertainties  remain about the effect on AIG of third  parties who are not Year
2000  compliant.  AIG will  continue  to  monitor  third  party  Year 2000 issue
readiness  to  determine  whether  additional  or  alternative  measures  may be
necessary. Such measures may include the selection of alternate third parties or
other  actions  designed to  mitigate  the  effects of a third  party's  lack of
preparedness.  There can be no  assurance  that  unresolved  Year 2000 issues of
third  parties  will not have a  material  adverse  impact on AIG's  results  of
operations,  financial condition or liquidity. AIG is considering the effects of
Year 2000 related  failures on its business and, as the most  reasonably  likely
worst  case  scenarios  become  more  clearly   identified,   AIG  will  develop
appropriate contingency plans.

There can be no assurance  that the funds,  like other third  parties,  will not
have unresolved Year 2000 issues that may have a material adverse impact on your
contract  values  as well as our  operations.  Please  refer  to the  Year  2000
discussion in each fund's prospectus.



                                                        40

<PAGE>



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 and of the variable
account are included in the SAI which 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 and the variable account has
been filed  electronically  with the SEC and can be obtained through its website
at http://www.sec.gov.





                                                        41

<PAGE>



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

                         CONDENSED FINANCIAL INFORMATION
                            ACCUMULATION UNIT VALUES*

<TABLE>


                                                            1998                 1997                1996
                                                          ---------            ---------          --------
<S>                                                              <C>              <C>            <C>
AIM V.I. CAPITAL APRECIATION FUND
  Accumulation Unit Value
    Beginning of Period                                       9.61                  N/A              N/A
    End of Period                                            11.31                  9.61             N/A
  Accum Units o/s @ end of period                       119,260.64                  N/A              N/A
                                                                    
AIM V.I. INTERNATIONAL EQUITY FUND                                  
  Accumulation Unit Value                                           
    Beginning of Period                                      10.10                  N/A              N/A
    End of Period                                            11.51                 10.10             N/A
  Accum Units o/s @ end of period                        67,193.18                262.97             N/A 
                                                                    
ALLIANCE GLOBAL BOND                                                
  Accumulation Unit Value                                           
    Beginning of Period                                       9.86                  N/A              N/A
    End of Period                                            11.10                  9.86             N/A
  Accum Units o/s @ end of period                         4,547.27                  N/A              N/A
                                                                    
ALLIANCE GROWTH                                                     
  Accumulation Unit Value                                           
    Beginning of Period                                      15.69                 12.24            10.00
    End of Period                                            19.92                 15.69            12.24
  Accum Units o/s @ end of period                       123,814.87            333,114.57       123,814.87
                                                                    
ALLIANCE GROWTH & INCOME                                            
  Accumulation Unit Value                                           
    Beginning of Period                                      15.06                 11.85            10.00
    End of Period                                            17.95                 15.06            11.85
  Accum Units o/s @ end of period                       116,342.75            547,915.82       116,342.75
                                                                    
ALLIANCE PREMIER GROWTH                                             
  Accumulation Unit Value                                           
    Beginning of Period                                      10.48                  N/A              N/A
    End of Period                                            15.29                 10.48             N/A
  Accum Units o/s @ end of period                        68,418.04                  N/A              N/A
                                                                    
ALLIANCE QUASAR                                                     
  Accumulation Unit Value                                           
    Beginning of Period                                      12.02                 10.28            10.00
    End of Period                                            11.32                 12.02            10.28
  Accum Units o/s @ end of period                       123,814.87             94,929.55         4,796.29
                                                                    
ALLIANCE TECHNOLOGY                                                 
  Accumulation Unit Value                                           
    Beginning of Period                                      11.07                 10.54            10.00
    End of Period                                            17.87                 11.07            10.54
  Accum Units o/s @ end of period                       123,814.87            143,999.25        15,829.55
                                                                    
DREYFUS SMALL COMPANY STOCK                                         
  Accumulation Unit Value                                           
    Beginning of Period                                      10.55                  N/A              N/A
    End of Period                                             9.79                 10.55             N/A
  Accum Units o/s @ end of period                        16,124.79             58,659.22             N/A
                                                                    
DREYFUS STOCK INDEX                                                 
  Accumulation Unit Value                                           
    Beginning of Period                                      15.39                 11.74            10.00
    End of Period                                            19.45                 15.39            11.74
  Accum Units o/s @ end of period                       113,481.41            490,227.53       113,481.41
                                                                    
FIDELITY VIP HIGH INCOME                                            
  Accumulation Unit Value                                           
    Beginning of Period                                      12.65                 10.90            10.00
    End of Period                                            11.93                 12.65            10.90
  Accum Units o/s @ end of period                        55,015.77            185,484.29        55,015.77
                                                                    
FIDELITY VIP GROWTH                                                 
  Accumulation Unit Value                                           
    Beginning of Period                                      13.30                 10.92            10.00
    End of Period                                            18.29                 13.30            10.92
  Accum Units o/s @ end of period                       149,722.06            468,339.86       149,722.06
                                                                    
FIDELITY VIP MONEY MARKET                                           
  Accumulation Unit Value                                           
    Beginning of Period                                      10.70                 10.29            10.00
    End of Period                                            11.13                 10.70            10.29
  Accum Units o/s @ end of period                       385,238.57            944,656.53       385,238.57
                                                                    
FIDELITY VIP II ASSET MANAGER                                       
  Accumulation Unit Value                                           
    Beginning of Period                                      13.23                 11.12            10.00
    End of Period                                            15.01                 13.23            11.12
  Accum Units o/s @ end of period                        56,345.46            239,825.14        56,345.46
                                                                    
FIDELITY VIP II CONTRAFUND                                          
  Accumulation Unit Value                                           
    Beginning of Period                                      10.15                  N/A              N/A
    End of Period                                            13.02                 10.15             N/A
  Accum Units o/s @ end of period                       212,388.21                  N/A              N/A
                                                                    
FIDELITY VIP II INVESTMENT GRADE BOND                               
  Accumulation Unit Value                                           
    Beginning of Period                                      11.28                 10.49            10.00
    End of Period                                            12.10                 11.28            10.49
  Accum Units o/s @ end of period                        40,777.94            221,696.39        40,777.94
                                                                    
VAN ECK WORLDWIDE EMERGING MARKETS                                  
  Accumulation Unit Value                                           
    Beginning of Period                                       9.28                  N/A              N/A
    End of Period                                             6.03                  9.28             N/A
  Accum Units o/s @ end of period                         3,152.89                  N/A              N/A
                                                                    
VAN ECK WORLDWIDE HARD ASSETS                                       
  Accumulation Unit Value                                           
    Beginning of Period                                       9.86                 10.17            10.00
    End of Period                                             6.71                  9.86            10.17
  Accum Units o/s @ end of period                        19,667.21             22,196.30        11,530.80
                                                                    
                                                                    
</TABLE>
               
<PAGE>



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

         AIM Variable Insurance Funds
         AIM V.I. Capital Appreciation Fund                May 5, 1993
         AIM V.I. International Equity Fund                May 2, 1993
         Alliance Variable Products Series Fund
         Global Bond Portfolio                             July 15, 1991
         Growth Portfolio                                  September 15, 1994
         Growth and Income Portfolio                       January 14, 1991
         Premier Growth Portfolio                          June 26, 1992
         Quasar Portfolio                                  August 5, 1996
         Technology Portfolio                              January 11, 1996
         Dreyfus Variable Investment Fund
         Small Company Stock Portfolio                     May 1, 1996
         Dreyfus Stock Index Fund                          September 29, 1989
         Fidelity Variable Insurance Products Fund
         VIP Growth Portfolio                              October 9, 1986
         VIP High Income Portfolio                         September 19, 1985
         VIP Money Market Portfolio                        April 1, 1982
         Fidelity Variable Insurance Products Fund II
         VIP II Asset Manager Portfolio                    September 6, 1989
         VIP II Contrafund Portfolio                       January 3, 1995
         VIP II Investment Grade Bond Portfolio            December 5, 1988
         Van Eck Worldwide Insurance Trust
         Worldwide Emerging Markets Fund                   December 21, 1995
         Worldwide Hard Assets Fund                        September 1, 1989

                                                        45

<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







                                                     46


    
<PAGE>
                                                   
                        PARADIGM 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.

                                   MAY 1, 1999

================================================================
1.       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 18  variable  investment  options  provided  by Mitchell
Hutchins and 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.

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

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

         Mitchell Hutchins Series Trust
         (managed by Mitchell Hutchins Asset Management Inc.)

         Balanced Portfolio
         Global Income Portfolio
         Growth Portfolio
         Growth and Income Portfolio
         High Income Portfolio
         Small Cap Portfolio
         Strategic Income Portfolio
         Tactical Allocation Portfolio

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

         Growth Portfolio
         Growth and Income Portfolio
         International Portfolio
         Money Market Portfolio
         Premier Growth Portfolio
         Quasar Portfolio
         Real Estate  Investment Portfolio
         Technology Portfolio
         U.S.  Government/High  Grade Securities 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 one of two dollar  cost  averaging  programs.  (The
6-month  DCA  may not  yet be  available  in your  state.  Please  contact  your
financial representative for more information.)

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

Each year, we deduct a $30 contract maintenance fee from your contract. This fee
is waived if the value of your  contract  is at least  $50,000.  We also  deduct
insurance  charges which equal 1.40% 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% and an  administrative  charge of
0.15%.

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 0.68% to 1.68%.

If you take money out in excess of the free 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
1.40% insurance  charges and the $30 contract  maintenance fee. We converted the
contract  maintenance  fee to a  percentage  using an assumed  contract  size of
$50,000.  The actual impact of this charge on your contract may differ from this
percentage.  The column "Total  Annual  Portfolio  Charges"  refers to portfolio
charges for each variable portfolio. The third column is the total of all annual
charges.

The next two  columns  show two  examples of the charges you would pay under the
contract. The examples assume that you invested $1,000 in a contract which 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                    Examples
                                                           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
<S>                                                      <C>         <C>        <C>           <C>               <C>         
Mitchell Hutchins Series Trust
Balanced Portfolio                                         1.40%       0.97%      2.37%           $79                $277
Global Income Portfolio                                    1.40%       1.68%      3.08%            86                 345
Growth Portfolio                                           1.40%       1.05%      2.45%            79                 285
Growth and Income Portfolio                                1.40%       1.04%      2.44%            79                 284
High Income Portfolio                                      1.40%       1.20%      2.60%            81                 299
Small Cap Portfolio                                        1.40%       1.94%      3.34%            88                 368
Strategic Income Portfolio                                 1.40%       1.44%      2.84%            83                 322
Tactical Allocation Portfolio                              1.40%       0.95%      2.35%            78                 275

Alliance Variable Products Series Fund
Growth Portfolio                                           1.40%       0.87%      2.13%            78                 267
Growth and Income Portfolio                                1.40%       0.73%      2.35%            76                 252
International Portfolio                                    1.40%       0.95%      2.08%            78                 275
Money Market Portfolio                                     1.40%       0.68%      2.46%            76                 247
Premier Growth Portfolio                                   1.40%       1.06%      2.35%            80                 286
Quasar Portfolio                                           1.40%       0.95%      2.35%            78                 275
Real Estate Investment Portfolio                           1.40%       0.95%      2.35%            78                 275
Technology Portfolio                                       1.40%       0.95%      2.18%            78                 275
U.S. Government/High Grade Securities Portfolio            1.40%       0.78%      2.35%            77                 257
Worldwide Privatization Portfolio                          1.40%       0.95%      1.40%            78                 275
</TABLE>

*  Total  Annual  Portfolio   Charges  for  the  following   portfolios   before
reimbursement by the investment  advisers for the period ended December 31, 1998
were as follows:

    Alliance Variable Products Series Fund
       International Portfolio                              1.37%
       Premier Growth Portfolio                             1.09%
       Quasar Portfolio                                     1.30%
       Real Estate Investment Portfolio                     1.77%
       Technology Portfolio                                 1.20%
       U.S. Government/High Grade Securities Portfolio      0.91%
       Worldwide Privatization Portfolio                    1.70%

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 591/2.

================================================================
7.   ACCESS TO YOUR MONEY
================================================================     You     may
withdraw free of a surrender  charge an amount that is equal to the penalty-free
earnings  in your  contract  as of the  date you  make  the  withdrawal.  If you
participate in the systematic  withdrawal program,  you may withdraw 10% of your
total invested amount. The penalty-free  earnings amount is calculated by taking
the value of your contract on the day you make the  withdrawal  and  subtracting
your total invested amount.  Your maximum free withdrawal  amount is the greater
of: (1) the penalty-free  earnings or (2) 10% of your total invested amount that
has been invested.

Withdrawals  in excess of these  limits  will be  assessed a  surrender  charge.
Withdrawals  may be made from your  contract in the amount of $500 or more.  You
may request a withdrawal in writing.  Under the systematic  withdrawal  program,
you must have at least $24,000 in contract value. The minimum  withdrawal amount
is $200.

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.

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

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

The following chart shows total returns for each subaccount for the time periods
shown. These numbers reflect the insurance charges, the contract maintenance fee
and the investment charges. 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

                                                 Inception         Since
                                                 Date*             Inception
Mitchell Hutchins Series Trust
Balanced Portfolio                                  Sep-98           13.78%
Global Income Portfolio                             Sep-98           0.98%
Growth Portfolio                                    Sep-98           29.49%
Growth and Income Portfolio                         Sep-98           19.25%
High Income Portfolio                               Sep-98           4.79%
Small Cap Portfolio                                 Sep-98           29.82%
Strategic Income Portfolio                          Sep-98           2.48%
Tactical Allocation Portfolio                       Sep-98           24.54%

Alliance Variable Products Series Fund
Growth Portfolio                                    Sep-98           32.01%
Growth and Income Portfolio                         Sep-98           23.23%
International Portfolio                             Sep-98           17.61%
Money Market Portfolio                              Sep-98           0.79%
Premier Growth Portfolio                            Sep-98           29.27%
Quasar Portfolio                                    Sep-98           15.15%
Real Estate Investment Portfolio                    Sep-98           -2.54%
Technology Portolio                                 Sep-98           39.54%
U.S. Government/High Grade Securities Portfolio     Sep-98           -0.43%
Worldwide Privatization Portfolio                   Sep-98            9.29%


*The portfolios were not available under the contract prior to 1998.


================================================================
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;

(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 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;

(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  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;

(2)      the greatest  Contract Value at any seventh  Contract  Anniversary 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 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
(unless otherwise required by state law). Its value may be more or less than the
money you initially invested.

Dollar Cost  Averaging:  If selected,  these programs allow 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. The 6-month dollar
cost averaging program may not be available in all states.

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 .

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 1-800-728-7819

<PAGE>
   
                               PARADIGM PROSPECTUS

                                   MAY 1, 1999

                           VARIABLE ANNUITY CONTRACTS
                                    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 nineteen  investment  options to which you can allocate  your
money --  eighteen  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 Mitchell  Hutchins Series Trust or the Alliance  Variable Products Series
Fund, Inc.

Mitchell  Hutchins Series Trust
(managed by Mitchell Hutchins Asset Managment Inc.)

Balanced  Portfolio                   High Income Portfolio
Global Income  Portfolio              Small Cap Portfolio
Growth Portfolio                      Strategic Income Portfolio
Growth and Income Portfolio           Tactical Allocation Portfolio

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

Growth Portfolio                     Quasar Portfolio
Growth  and  Income Portfolio        Real Estate  Investment Portfolio
International Portfolio              Technology Portfolio
Money  Market Portfolio              U.S.Gov't/High Grade Securities Portfolio
Premier  Growth Portfolio            Worldwide  Privatization Portfolio

To learn more about the  contract,  you can  obtain a copy of the  Statement  of
Additional  Information  ("SAI") dated May 1, 1999.  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,

                                                         1

<PAGE>



call  us at  (800)  728-7819  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.

                                                         2

<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

                                                         3

<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 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.

                                                         4

<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 account value is $50,000 or greater)$30/yr

Variable Account Expenses (as a percentage of average account value)
     Mortality and Expense Risk Charge.................................. 1.25%
     Administrative Charge.............................................. 0.15%
                                                                         =====
     Total Variable Account Annual Expenses............................. 1.40%



                                                         5

<PAGE>



                            Annual Portfolio Expenses
                           After Waivers/Reimbursement

<TABLE>


                                                    Management    Other       12b-1      Total
                                                       Fees     Expenses(1)  Fees(2)   Expenses
<S>                                                   <C>        <C>         <C>       <C>  
Mitchell Hutchins Series Trust                               
Balanced Portfolio                                    0.75%      0.22%       0.0%      0.97%
Global Income Portfolio                               0.75%      0.93%       0.0%      1.68%
Growth Portfolio                                      0.75%      0.30%       0.0%      1.05%
Growth and Income Portfolio                           0.70%      0.34%       0.0%      1.04%
High Income Portfolio                                 0.50%      0.70%       0.0%      1.20%
Small Cap Portfolio                                   1.00%      0.94%       0.0%      1.94%
Strategic Income Portfolio                            0.75%      0.69%       0.0%      1.44%
Tactical Allocation Portfolio                         0.50%      0.45%       0.0%      0.95%

Alliance Variable Products Series Fund(3)
Growth Portfolio                                      0.75%      0.12%        (2)      0.87%
Growth and Income Portfolio                           0.63%      0.10%        (2)      0.73%
International Portfolio                               0.58%      0.37%       0.0%      0.95%
Money Market Portfolio                                0.50%      0.18%        (2)      0.68%
Premier Growth Portfolio                              0.97%      0.09%       0.0%      1.06%
Quasar Portfolio                                      0.73%      0.22%       0.0%      0.95%
Real Estate Investment Portfolio                      0.08%      0.87%       0.0%      0.95%
Technology Portfolio                                  0.81%      0.14%       0.0%      0.95%
U.S. Government/High Grade Securities Portfolio       0.60%      0.18%        (2)      0.78%
Worldwide Privatization Portfolio                     0.25%      0.70%       0.0%      0.95%

</TABLE>


(1)      Other expenses are based on the expenses  outlined in the  prospectuses
         for the Mitchell  Hutchins Series Trust and Alliance  Variable  Product
         Series Funds.

(2)      Expenses  shown are for the year ended December 31, 1998. No 12b-1 fees
         were charged.  Effective May 1, 1999, Alliance Variable Products Series
         Fund will offer the  Growth  Portfolio,  Growth  and Income  Portfolio,
         Money  Market  Portfolio  and  U.S.  Government/High  Grade  Securities
         Portfolio  as Class B shares  and will be subject  to 12b-1  fees.  The
         amount of this fee is 0.25%.


                                                         6

<PAGE>



(3)      Total  expenses  for  the  following   portfolios  before  waivers  and
         reimbursement   by  the  Alliance   Variable   Products  Series  Fund's
         investment  adviser for the period ended  December  31,  1998,  were as
         follows:

                  International Portfolio                              1.37%
                  Premier Growth Portfolio                             1.09%
                  Quasar Portfolio                                     1.30%
                  Real Estate Investment Portfolio                     1.77%
                  Technology Portfolio                                 1.20%
                  U.S. Government /High Grade Securities Portfolio     0.91%
                  Worldwide Privatization Portfolio                    1.70%

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
                                                              -------         -------        -------      --------
<S>                                                            <C>             <C>              <C>           <C> 
Mitchell Hutchins Series Trust
Balanced Portfolio                                             $79             $121           $166         $277
Global Income Portfolio                                        86               142            200          345
Growth Portfolio                                               79               123            170          285
Growth and Income Portfolio                                    79               123            169          284
High Income Portfolio                                          81               128            177          299
Small Cap Portfolio                                            88               149            213          368
Strategic Income Portfolio                                     83               135            189          322
Tactical Allocation Portfolio                                  78               120            165          275

Alliance Variable Products Series Fund
Growth Portfolio                                               78               118             161         267
Growth and Income  Portfolio                                   76               114            153          252
International Portfolio                                        78               120            165          275
Money Market Portfolio                                         76               112            151          247
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
U.S. Government/High Grade Securities Portfolio                77               115            156          257
Worldwide Privatization Portfolio                              78               120            165          275

</TABLE>

                                                         7

<PAGE>
<TABLE>




                                                           If you  Annuitize  or if you do not surrender after:

                                                           1 Year         3 Years        5 Years      10 Years
                                                           ------         -------        -------      --------
<S>                                                            <C>             <C>              <C>           <C> 
Mitchell Hutchins Series Trust
Balanced Portfolio                                            $25              $76          $130           $277
Global Income Portfolio                                        32               97           164            345
Growth Portfolio                                               25               78           134            285
Growth and Income Portfolio                                    25               78           133            284
High Income Portfolio                                          27               83           141            299
Small Cap Portfolio                                            34              104           177            368
Strategic Income Portfolio                                     29               83           135           322
Tactical Allocation Portfolio                                  24               75           129            275

Alliance Variable Products Series Fund
Growth Portfolio                                               24               73           125            267
Growth and Income Portfolio                                    22               69           117            252
International Portfolio                                        24               75           129            275
Money Market Portfolio                                         22               67           115            247
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
U.S. Government/High Grade Securities Portfolio      23                         70           120            257
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.


                                                         8

<PAGE>



===================================================================
                                  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 85.



                                                         9

<PAGE>



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.

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 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.

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

                                                        10

<PAGE>



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 in  place
procedures 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.


                                                        11

<PAGE>



In addition to the dollar cost averaging  program described above, we also offer
a six-month dollar cost averaging program that is available only for new premium
payments of at least  $12,000.  Either  initial  premium or  subsequent  premium
payments are eligible for this program.  You may not include  existing  Contract
Value in the six-month dollar cost averaging program.

If you select this  program,  your premium will be allocated to the DCA account.
The DCA account is a guaranteed  account available only for the six month dollar
cost  averaging  program.  Your  contract  value in the DCA  account  will  earn
interest at a rate  guaranteed  for six months from the date we receive your new
premium.  The interest rate applicable to each account varies.  Therefore,  each
premium  allocation  to the program may earn interest at a different  rate.  The
full amount of the premium you allocate to the DCA account  will be  transferred
on a monthly basis over a six-month  period into  portfolios  you have selected.
The  minimum  monthly  amount  that can be  transferred  from the DCA account is
one-sixth  of the  premium  allocated  to it.  You may not  change the amount or
frequency of transfers under this program.

The interest rate credited to the DCA account may be different from the interest
rate credited to the guaranteed  option.  If the six-month dollar cost averaging
program  is  terminated,  we will  automatically  transfer  any  Contract  Value
remaining in the DCA account to the guaranteed account option.

The six-month dollar cost averaging  program may not be available in your state.
Please contact us for more information.

There is no charge for either dollar cost averaging program.  In addition,  your
periodic  transfers  under either 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 money 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.

                                                        12

<PAGE>




=====================================================================
                               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 Funds and Their Portfolios

The Mitchell  Hutchins  Series Trust and the Alliance  Variable  Products Series
Fund,  Inc.  are  mutual  funds  registered  with  the  SEC.  Each  one may have
additional portfolios that are not available under the contract.

You  should  carefully  read each  fund's  prospectus  before  investing.  These
prospectuses  are attached to this prospectus and contain  detailed  information
regarding  management  of  the  portfolios,  investment  objectives,  investment
advisory  fees and  other  charges.  The  prospectuses  also  discuss  the risks
involved in investing in the portfolios. Below is a summary of the

                                                        13

<PAGE>



investment  objectives of the portfolios available under the contract.  There is
no assurance that any of these portfolios will achieve its stated objectives.

Mitchell Hutchins Series Trust

Balanced  Portfolio  invests  primarily  in  a  combination  of  stocks,   bonds
(investment grade and U.S. Government) and money market instruments.

Global Income Portfolio invests  principally in high quality bonds of issuers in
the U.S. and developed foreign countries.

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

Growth  and  Income  Portfolio  invests  primarily  in  dividend-paying   equity
securities  of  companies  believed  to have the  potential  for rapid  earnings
growth.

High Income Portfolio  invests  primarily in a diversified  range of high yield,
U.S. and foreign corporate bonds (sometimes called "junk bonds").

Small  Cap   Portfolio   invests   primarily  in  equity   securities  of  small
capitalization ("small cap") companies, which are defined as companies that have
market capitalizations of up to $1 billion.

Strategic Income Portfolio  strategically  allocates its investments among three
bond market  categories:  U.S.  government and investment grade corporate bonds;
U.S. high yield, bonds (sometimes called "junk bonds"); and foreign and emerging
market bonds.

Tactical Allocation  Portfolio allocates its assets between a stock portion that
is designed to track the  performance of the S&P 500 Composite Stock Price Index
and a fixed income portion that consists of either five-year U.S. Treasury notes
or U.S. Treasury bills with remaining maturities of 30 days.

Alliance Variable Products Series Fund, Inc.

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.


                                                        14

<PAGE>



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.

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.

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.

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 Adviser to be beneficiaries of the privatization process.


                                                        15

<PAGE>



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 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.

                                                        16

<PAGE>



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. These expenses 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.

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.

Equity Assurance Plan

         Owner's Attained Age              Annual Charge

                  0-59                       0.07%
                  60+                        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


                                                        17

<PAGE>



     (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 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  prospectuses  for the Mitchell
Hutchins  Series  Trust and  Alliance  Variable  Products  Series  Funds 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

                                                        18

<PAGE>



circumstances which reduce our sales expenses. 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 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.


                                                        19

<PAGE>



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.

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.  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

                                                        20

<PAGE>



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

                                                        21

<PAGE>



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.


                                                        22

<PAGE>



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;

         (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


                                                        23

<PAGE>



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

The traditional death benefit will be 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;

         (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
                  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;

         (2)      the   greatest   Contract   Value  at  any  seventh   Contract
                  Anniversary,  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


                                                        24

<PAGE>



         (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  by the
Contract Value immediately prior to the surrender.

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.


                                                        25

<PAGE>



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  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 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.

                                                        26

<PAGE>




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.


                                                        27

<PAGE>



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

                                                        28

<PAGE>



                  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.

================================================================
                                      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.

                                                        29

<PAGE>



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.


                                                        30

<PAGE>



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");


                                                        31

<PAGE>



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 70 1/2, 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

                                                        32

<PAGE>



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

                                                        33

<PAGE>



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.




                                                        34

<PAGE>



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.

Distribution of the Contract

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


                                                        35

<PAGE>



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.

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.

Year 2000 Readiness

The Year 2000 issue arises from computer programs being written using two digits
rather than four digits to define the  applicable  year.  This could result in a
failure of the information  technology  systems (IT systems) and other equipment
containing  imbedded  technology  (non-IT  systems)  in the Year  2000,  causing
disruption  of the  operations  of  AIG,  as well as its  lessees,  vendors,  or
business partners.

AIG has  developed  a plan to address  the Year 2000  issue as it affects  AIG's
internal  IT and non- IT systems,  and to assess  Year 2000  issues  relating to
third parties with whom AIG has critical relationships.

The plan for addressing  internal  systems includes an assessment of internal IT
and non-IT systems and equipment affected by the Year 2000 issue;  definition of
strategies to address affected systems and equipment;  remediation of identified
affected systems and equipment;  and internal  certification  that each internal
system is Year 2000  compliant.  AIG has  remediated,  tested  and  returned  to
production  substantially  all of its  internal IT  systems.  AIG  continues  to
remediate and test internal  non-IT systems and expects to complete  remediation
by mid-1999.

AIG has also initiated formal communications with respect to the Year 2000 issue
to those third parties which have significant  interaction with AIG.  Currently,
AIG is unable to  ascertain  whether all such third  parties  will  successfully
address the Year 2000 issue, particularly those third parties outside the United
States where it is believed that  remediation  efforts relating to the Year 2000
issue  may be less  advanced.  While  AIG  expects  to have no  interruption  of
operations  as  a  result  of  internal  IT  and  non-IT  systems,   significant
uncertainties  remain about the effect on AIG of third  parties who are not Year
2000  compliant.  AIG will  continue  to  monitor  third  party  Year 2000 issue
readiness  to  determine  whether  additional  or  alternative  measures  may be
necessary. Such measures may include the selection of alternate third parties or
other actions

                                                        36

<PAGE>



designed to mitigate the effects of a third party's lack of preparedness.  There
can be no assurance that  unresolved  Year 2000 issues of third parties will not
have a  material  adverse  impact  on AIG's  results  of  operations,  financial
condition  or  liquidity.  AIG is  considering  the effects of Year 2000 related
failures on its business and, as the most reasonably likely worst case scenarios
become more clearly identified, AIG will develop appropriate contingency plans.

There can be no assurance  that the funds,  like other third  parties,  will not
have unresolved Year 2000 issues that may have a material adverse impact on your
contract  values  as well as our  operations.  Please  refer  to the  Year  2000
discussion in each fund's prospectus.

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 and of the variable
account are included in the SAI which may be obtained  without charge by calling
(800) 728-7819 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 and the variable account has
been filed  electronically  with the SEC and can be obtained through its website
at http://www.sec.gov.





                                                        37

<PAGE>



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

                         CONDENSED FINANCIAL INFORMATION
                            ACCUMULATION UNIT VALUES*
<TABLE>

                                             1998       1997          1996         1995        1994       1993            1992

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

MITCHELL HUTCHINS BALANCED
      Accumulation Unit Value
         Beginning of Period                    N/A     N/A            N/A          N/A         N/A         N/A           N/A     
         End of Period                        13.16     N/A            N/A          N/A         N/A         N/A           N/A     
      Accum Units o/s @ end of period     37,630.79     N/A            N/A          N/A         N/A         N/A           N/A     
                                                                                                                                  
MITCHELL HUTCHINS GLOBAL INCOME                                                                                                   
      Accumulation Unit Value                                                                                                     
         Beginning of Period                    N/A     N/A            N/A          N/A         N/A         N/A           N/A    
         End of Period                        11.79     N/A            N/A          N/A         N/A         N/A           N/A    
      Accum Units o/s @ end of period      2,160.6      N/A            N/A          N/A         N/A         N/A           N/A   
                                                                                                                               
MITCHELL HUTCHINS GROWTH                                                                                               
      Accumulation Unit Value
         Beginning of Period                    N/A     N/A            N/A          N/A         N/A         N/A           N/A     
         End of Period                        20.14     N/A            N/A          N/A         N/A         N/A           N/A     
      Accum Units o/s @ end of period      7,922.56     N/A            N/A          N/A         N/A         N/A           N/A     
                                                                                                                                  
MITCHELL HUTCHINS GROWTH & INCOME                                                                                                 
      Accumulation Unit Value                                                                                                     
         Beginning of Period                    N/A     N/A            N/A          N/A         N/A         N/A           N/A     
         End of Period                        15.84     N/A            N/A          N/A         N/A         N/A           N/A     
      Accum Units o/s @ end of period     77,909.26     N/A            N/A          N/A         N/A         N/A           N/A     
                                                                                                                            
MITCHELL HUTCHINS HIGH INCOME                                                                                          
      Accumulation Unit Value
         Beginning of Period                    N/A     N/A            N/A          N/A         N/A         N/A           N/A
         End of Period                        12.56     N/A            N/A          N/A         N/A         N/A           N/A
      Accum Units o/s @ end of period     45,621.25     N/A            N/A          N/A         N/A         N/A           N/A
                                                                                                                       
MITCHELL HUTCHINS SMALL CAPITAL
      Accumulation Unit Value
         Beginning of Period                    N/A     N/A            N/A          N/A         N/A         N/A           N/A
         End of Period                        15.56     N/A            N/A          N/A         N/A         N/A           N/A
      Accum Units o/s @ end of period     19,246.77     N/A            N/A          N/A         N/A         N/A           N/A
                                                                                                                       
MITCHELL HUTCHINS STRATEGIC INCOME
      Accumulation Unit Value
         Beginning of Period                    N/A     N/A            N/A          N/A         N/A         N/A           N/A
         End of Period                        12.28     N/A            N/A          N/A         N/A         N/A           N/A
      Accum Units o/s @ end of period     11,783.29     N/A            N/A          N/A         N/A         N/A           N/A
                                                                                                                       
MITCHELL HUTCHINS TATICAL ALLOCATIONS
      Accumulation Unit Value
         Beginning of Period                    N/A     N/A            N/A          N/A         N/A         N/A           N/A
         End of Period                        14.93     N/A            N/A          N/A         N/A         N/A           N/A
      Accum Units o/s @ end of period    625,337.73     N/A            N/A          N/A         N/A         N/A           N/A
                                                                                                                       

ALLIANCE GROWTH                                                                                              
    Accumulation Unit Value                                                                                                     
      Beginning of Period                     22.70         17.70        13.97        10.48       10.00     N/A           N/A  
      End of Period                           28.81         22.70        17.70        13.97       10.48     N/A           N/A  
    Accum Units o/s @ end of period    8,904,664.35  8,054,584.57 5,856,812.02 2,215,092.12  467,688.06     N/A           N/A  
                                                                                                                       
ALLIANCE GROWTH & INCOME                                  
    Accumulation Unit Value                       
      Beginning of Period                     24.27         19.11        15.62        11.67       11.88        10.78       10.00
      End of Period                           28.94         24.27        19.11        15.62       11.67        11.88       10.78
    Accum Units o/s @ end of period    9,476,753.38  7,258,107.19 4,509,118.40 1,554,549.81  438,680.32    28,041.82      800.00
     
ALLIANCE INTERNATIONAL                                    
    Accumulation Unit Value                       
      Beginning of Period                     12.50         12.26        11.60        10.71       10.17        10.00      N/A
      End of Period                           13.93         12.50        12.26        11.60       10.71        10.17      N/A
    Accum Units o/s @ end of period    3,645,458.54  3,700,183.10 2,718,751.84   981,260.91  447,407.41    21,717.14      N/A
                   

ALLIANCE MONEY MARKET
    Accumulation Unit Value                       
      Beginning of Period                     11.37         10.97        10.63        10.26       10.08        10.00      N/A
      End of Period                           11.77         11.37        10.97        10.63       10.26        10.08      N/A
    Accum Units o/s @ end of period    7,257,274.05  4,291,499.61 4,320,223.01 1,856,020.37  431,319.86     8,487.20      N/A
                                                  
                                   
ALLIANCE PREMIER GROWTH
    Accumulation Unit Value                       
      Beginning of Period                     23.22         17.59        14.54        10.15       11.13        10.00       10.00
      End of Period                           33.89         23.22        17.59        14.54       10.15        11.13       10.00
    Accum Units o/s @ end of period   10,004,043.81  6,662.866.85 3,971,452.13 1,252,211.18  223,550.22    35,271.53    2,081.43

ALLIANCE QUASAR
    Accumulation Unit Value                       
      Beginning of Period                     12.37         10.58        10.00        N/A        N/A         N/A          N/A
      End of Period                           11.65         12.37        10.58        N/A        N/A         N/A          N/A
    Accum Units o/s @ end of period    5,595,694.29  3,991,205.09   649,902.74        N/A        N/A         N/A          N/A
  
ALLIANCE REAL ESTATE INVESTMENT
    Accumulation Unit Value                       
      Beginning of Period                     12.16         N/A          N/A          N/A        N/A         N/A          N/A
      End of Period                            9.71         12.16        N/A          N/A        N/A         N/A          N/A
    Accum Units o/s @ end of period    1,323,433.94    936,389.36        N/A          N/A        N/A         N/A          N/A
 
ALLIANCE TECHNOLOGY
    Accumulation Unit Value                       
      Beginning of Period                     11.43         10.89        10.00        N/A        N/A         N/A          N/A
      End of Period                           18.47         11.43        10.89        N/A        N/A         N/A          N/A
    Accum Units o/s @ end of period    5,670,473.44  4,818,385.19 2,127,691.68        N/A        N/A         N/A          N/A
   
ALLIANCE U.S. GOVERNMENT/HIGH GRADE SECURITIES
    Accumulation Unit Value                      
      Beginning of Period                     12.00         11.20        11.07         9.42        9.95        10.00      N/A
      End of Period                           12.80         12.00        11.20        11.07        9.42         9.95      N/A
    Accum Units o/s @ end of period    3,516,324.78  2,190,735.81 1,838,415.41   914,988.76  320,574.64    41,210.45      N/A

ALLIANCE WORLDWIDE PRIVATIZATION
    Accumulation Unit Value                      
      Beginning of Period                     14.02         12.84        10.99        10.05       10.00       N/A         N/A
      End of Period                           15.32         14.02        12.84        10.99       10.05       N/A         N/A
    Accum Units o/s @ end of period    2,399,048.01  2,391,217.59 1,135,168.22   394,704.27  105,674.08       N/A         N/A
                                        
</TABLE>

<PAGE>

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

         Mitchell Hutchins Series Trust
         Balanced Portfolio                                June 1, 1988
         Global Income Portfolio                           May 1, 1988
         Growth Portfolio                                  May 4, 1987
         Growth & Income Portfolio                         January 2, 1992
         High Income Portfolio                             September 28, 1998
         Small Cap Portfolio                               September 28, 1998
         Strategic Income Portfolio                        September 28, 1998
         Tactical Allocation Portfolio                     September 28, 1998
         Alliance Variable Products Series Fund
         Growth Portfolio                                  September 15, 1994
         Growth and Income Portfolio                       January 14, 1991
         International Portfolio                           December 28, 1992
         Money Market Portfolio                            December 4, 1992
         Premier Growth Portfolio                          June 26, 1992
         Quasar Portfolio                                  August 5, 1996
         Real Estate Investment Portfolio                  January 7, 1997
         Technology Portfolio                              January 11, 1996
         U.S. Government/High Grade Securities Portfolio   September 17, 1992
         Worldwide Privatization Portfolio                 September 23, 1994





                                                        41

<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







                                                     42



    
<PAGE>
   
                               GALLERY PROSPECTUS

                                   MAY 1, 1999

                              INDIVIDUAL AND GROUP
                      SINGLE AND FLEXIBLE PURCHASE PAYMENT
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                           AIG LIFE INSURANCE COMPANY
                                   through its
                               VARIABLE ACCOUNT I

This prospectus  describes single and flexible purchase payment variable annuity
contracts being offered to individuals  and groups.  The word "contract" as used
in this prospectus includes both single and flexible purchase payment contracts,
whether  issued on an  individual  or group  basis,  as well as any  certificate
issued under a group  contract.  Please read this  prospectus  carefully  before
investing and keep it for future reference.

You can  allocate  your money among the  eighteen  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 for  flexible  premium
contracts and 4% for single premium contracts.  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.)

Conservative Investors Portfolio      Premier Growth Portfolio
Global Bond Portfolio                 Quasar Portfolio
Global Dollar Government Portfolio    Real Estate Investors Portfolio
Growth Portfolio                      Short-Term Multi-Market Portfolio
Growth and Income Portfolio           Technology Portfolio
Growth Investors Portfolio            Total Return Portfolio
High-Yield Portfolio                  U.S. Gov't High Grade Securities Portfolio
International Portfolio               Utility Income Portfolio
Money Market Portfolio                Worldwide Privatization Portfolio
North American Government Portfolio

To learn more about the  contract,  you can  obtain a copy of the  Statement  of
Additional  Information  ("SAI") dated May 1, 1999.  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,

                                                         1

<PAGE>



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.

                                                         2

<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




                                                         3

<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.  For single purchase  payment  contracts,  Contribution  Year and
Contract Year are the same.

Contribution  Year - Any  period of twelve  months  commencing  with the date we
receive a purchase payment and ending on the same date in each succeeding twelve
month period thereafter.  As noted above, for single purchase payment contracts,
Contribution Year and Contract Year are the same.

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

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.

                                                         4

<PAGE>



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

                           Owner Transaction Expenses

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

Deferred Sales Charge (as a percentage of purchase payment withdrawn)*
     Contribution Year 1..................................................   6%
     Contribution Year 2..................................................   5%
     Contribution Year 3..................................................   4%
     Contribution Year 4..................................................   3%
     Contribution Year 5..................................................   2%
     Contribution Year 6..................................................   1%
     Thereafter........................................................... None

* For single purchase payment contracts  Contribution Year and Contract Year are
the same.

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

Contract Maintenance Fee.................................................$30/yr

Variable Account Expenses (as a percentage of average account value)
     Mortality and Expense Risk Charge................................... 1.25%
     Administrative Charge............................................... 0.15%
                                                                          ====
     Total Variable Account Annual Expenses.............................. 1.40%


                                                         5

<PAGE>




                            Annual Portfolio Expenses
                           After Waivers/Reimbursement

<TABLE>

                                                         Management          Other          Total
                                                             Fees         Expenses(1)    Expenses

<S>                                                            <C>               <C>          <C>  
Alliance Variable Products Series Funds(2)
Conservative Investors Portfolio                               0.63%             0.27%        0.90%
Global Bond Portfolio                                          0.64%             0.09%        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%
Growth Investors Portfolio                                     0.34%             0.60%        0.94%
High-Yield Portfolio                                           0.44%             0.51%        0.95%
International Portfolio                                        0.67%             0.28%        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                               0.45%             0.50%        0.95%
Short-Term Multi-Market Portfolio                              0.00%             0.94%        0.94%
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                              0.38%             0.57%        0.95%
</TABLE>

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

(2) Total expenses for the following portfolios before waivers and reimbursement
by the Alliance  Variable  Products  Series  Fund's  investment  adviser for the
period ended December 31, 1998, were as follows:

                  Conservative Investors Portfolio             1.19%
                  Global Bond Portfolio                        1.17%
                  Global Dollar Government Portfolio           1.75%
                  Growth Investors Portfolio                   1.68%
                  High-Yield Portfolio                         1.80%

                                                         6

<PAGE>



                  International Portfolio                      1.37%
                  North American Government Income Portfolio   1.17%
                  Premier Growth Portfolio                     1.09%
                  Quasar Portfolio                             1.30%
                  Real Estate Investment Portfolio             1.77%
                  Short-Term Multi-Market Portfolio            2.69%
                  Technology Portfolio                         1.20%
                  Total Return Portfolio                       0.95%
                  U.S. Gov't High Grade Securities Portfolio   0.91%
                  Utility Income Portfolio                     1.35%
                  Worldwide Privatization Portfolio            1.70%


Example

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

                                                                       If you surrender after:

                                                          1 Year        3 Years        5 Years       10 Years
                                                          ------        -------        -------       --------

<S>                                                        <C>              <C>              <C>            <C> 
Alliance Variable Products Series Fund
Conservative Investors Portfolio                           $79           $113           $147           $270
Global Bond Portfolio                                       80            113            148            273
Global Dollar Government Portfolio                          80            114            149            275
Growth Portfolio                                            79            112            145            267
Growth & Income Portfolio                                   78            108            138            252
Growth Investors Portfolio                                  80            114            149            274
High-Yield Portfolio                                        80            114            149            275
International Portfolio                                     80            114            149            275
Money Market Portfolio                                      77            106            136            247
North American Government Income Portfolio                  79            111            145            266
Premier  Growth  Portfolio                                  81            117            154            286
Quasar Portfolio                                            80            114            149            275
Real Estate Investment Portfolio                            80            114            149            275
Short-Term Multi-Market Portfolio                           80            114            149            274
Technology   Portfolio                                      80            114            149            275
Total Return Portfolio                                      79            112            146            268
U.S. Government/High Grade Securities Portfolio             78            109            141            257
Utility Income Portfolio                                    80            114            149            275
Worldwide Privatization  Portfolio                          80            114            149            275
</TABLE>

                                                         7

<PAGE>









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

                                                              If you surrender after:

                                                          1 Year        3 Years        5 Years       10 Years
                                                          ------        -------        -------       --------
<S>                                                        <C>           <C>            <C>            <C> 
Alliance Variable Products Series Fund
Conservative Investors Portfolio                            78            110            144            270
Global Bond Portfolio                                       78            111            146            273
Global Dollar Government Portfolio                          78            111            147            275
Growth Portfolio                                            78            109            143            267
Growth & Income Portfolio                                   76            105            135            252
Growth Investors Portfolio                                  78            111            146            274
High-Yield Portfolio                                        78            111            147            275
International Portfolio                                     78            111            147            275
Money Market Portfolio                                      76            103            133            247
North American Government Income Portfolio                  78            108            142            266
Premier  Growth  Portfolio                                  80            114            152            286
Quasar Portfolio                                            78            111            147            275
Real Estate Investment Portfolio                            78            111            147            275
Short-Term Multi-Market Portfolio                           78            111            146            274
Technology   Portfolio                                      78            111            147            275
Total Return Portfolio                                      78            109            143            268
U.S. Government/High Grade Securities Portfolio             77            106            138            257
Utility Income Portfolio                                    78            111            147            275
Worldwide Privatization  Portfolio                          78            111            147            275

</TABLE>

                                                         8

<PAGE>



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

                                                          If you Annuitize or do not surrender after:

                                                          1 Year        3 Years        5 Years       10 Years
                                                          ------        -------        -------       --------
<S>                                                        <C>            <C>           <C>            <C> 
Alliance Variable Products Series Fund
Conservative Investors Portfolio                            24            74             126            270
Global 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
Growth Investors Portfolio                                  24            75             128            274
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
Short-Term Multi-Market Portfolio                           24            75             128            274
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.





                                                         9

<PAGE>



===================================================================
                                  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 or the annuitant begins receiving annuity payments.
If you or the annuitant dies 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.  Any portion of
the purchase payment 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% for flexible  purchase  payment  contracts and 4% for single purchase payment
contracts.  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

A purchase  payment 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 is $5,000 for a  non-qualified  contract and
$2,000  for a  qualified  contract.  If  you  own a  flexible  purchase  payment
contract,  you may add purchase  payments of $1,000 or more to your  contract at
any time during the accumulation phase.

We may refuse any purchase payment.  In general, we will not issue a contract to
anyone who is over age 85.


                                                        10

<PAGE>



Allocation of Purchase Payment

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

At the  time of  application,  we must  receive  your  purchase  payment  at our
Administrative Office before the contract will be effective.  We will issue your
contract and allocate your purchase  payment 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.

Right to Examine Contract

If you change your mind about owning this  contract,  you can cancel it within a
specified time frame after receiving it by mailing it back to our Administrative
Office:  Delaware  Valley  Financial  Services,  Inc., 300 Berwyn Park, P.O. Box
3031,  Berwyn,  PA  19312-0031.  The specified time frame is ten days for single
purchase  payment  contracts  and  twenty  days for  flexible  purchase  payment
contracts  (or longer if required by state law).  You will receive your Contract
Value 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 purchase payment. If you cancel your
contract  during the right to examine  period,  we will  return to you an amount
equal to your purchase payments less any withdrawals.

Accumulation Units

The value of an  Accumulation  Unit may go up or down from day to day.  When you
pay a purchase  payment,  we credit your contract with  Accumulation  Units. The
number of  Accumulation  Units  credited is determined by dividing the amount of
purchase payment 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 an initial purchase payment, we
credit Accumulation Units to your contract at the value next calculated after we
receive your purchase payment 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.

                                                        11

<PAGE>



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. We
may reject any more than twelve transfer requests in any Contract Year.

The minimum  amount you can  transfer is $1,000.  You cannot make a 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 in  place
procedures to provide  reasonable  assurance  that  telephone  instructions  are
genuine.

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

=====================================================================
                               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,

                                                        12

<PAGE>



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 Funds and Their Portfolios

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

Detailed  information   regarding  management  of  the  portfolios,   investment
objectives and policies,  and investment  advisory fees and other charges may be
found in the relevant fund  prospectus,  which also contains a discussion of 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.

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

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.


                                                        13

<PAGE>



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.

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

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.


                                                        14

<PAGE>



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.

Short-Term  Multi Market  Portfolio  seeks the highest level of current  income,
consistent with what the Fund's Adviser considers to be prudent investment risk,
that is  available  from a portfolio  of  high-quality  debt  securities  having
remaining maturities of not more than three years.

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.


                                                        15

<PAGE>



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

Purchase  payments  you  allocate to the  guaranteed  option go 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 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% for
flexible   purchase  payment  contracts  and  4%  for  single  purchase  payment
contracts.

If you allocate purchase payments 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."


                                                        16

<PAGE>



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. These expenses 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.

Deferred Sales Charge

If you  withdraw  your  contract  prior to the Annuity Date during the first six
years  after a purchase  payment,  we will assess a deferred  sales  charge as a
percentage of purchase payments withdrawn as shown below:


Contribution Year*            1   2     3    4     5     6       Thereafter
Deferred Sales Charge         6%  5%    4%   3%    2%    1%           0%

* For single purchase payment contracts, Contribution Year and Contract Year are
the same.

For purposes of calculating the deferred sales charge,  we treat  withdrawals as
coming from the oldest  purchase  payments  first (i.e.,  first-in,  first-out).
However,  we will not  assess a deferred  sales  charge  for  flexible  purchase
payment  contracts  on amounts up to 10% of  purchase  payments  paid,  less the
amount of any prior  withdrawals  or for single  purchase  payment  contracts on
amounts up to 10% of the Contract Value at the time of withdrawal.

You will not  receive  the  benefit  of this  "free  withdrawal  amount"  if you
participate  in  the  systematic  withdrawal  program.  If you  make  a  partial
withdrawal,  we will deduct the deferred sales charge, if any, pro rata from the
remaining  value in your  contract.  The total of all deferred sales charges may
not exceed 8.5% of the purchase  payments  for a contract.  We do not expect the
proceeds from the deferred sales charge to cover all of our distribution  costs.
We may use any corporate asset,  including potential profit which may arise from
the mortality and expense risk charge to cover the distribution costs.


                                                        17

<PAGE>



Contract Maintenance Fee

During the accumulation phase, we will deduct an annual contract maintenance fee
of $30 from your contract on each Contract  Anniversary.  The contract refers to
this  fee as an  administrative  charge.  We will  not  increase  this  fee.  It
compensates us for expenses incurred to establish and maintain your contract. If
you withdraw the entire value of your  contract,  the contract  maintenance  fee
will be deducted prior to the withdrawal.

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 purchase  payments paid. These taxes are
due either when a purchase payment 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 withdraw 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 and are summarized in the fee table.

Reduction or Elimination of Certain Charges and Additional Amounts Credited

We may reduce or  eliminate  the  deferred  sales  charge or the  administrative
charge or change the minimum purchase  payment  requirement when the contract is
sold to  groups  of  individuals  under  circumstances  which  reduce  our sales
expenses.  We will  determine  the  eligibility  of such  groups by  considering
factors such as:

(1)  the size of the group;

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

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


                                                        18

<PAGE>



(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  deferred  sales  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 is available in the following ways:

o    by withdrawing  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,  withdrawals  are  subject to a  deferred  sales  charge,  a contract
maintenance fee and, if it is a full withdrawal,  premium taxes. Withdrawals may
also be subject to income tax and a penalty tax.

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

Under most circumstances,  partial withdrawals must be for a minimum of $500. We
require that your Contract Value be at least $2,000 after the withdrawal. If the
Contract  Value  would be less than $2,000 as a result of a  withdrawal,  we may
cancel the contract. Unless you provide us with different instructions,  partial
withdrawals  will be made pro rata from  each  investment  option in which  your
contract is invested.

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

                                                        19

<PAGE>



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.

Deferred sales charges are not imposed on withdrawals  under this program nor is
there any  charge  for  participating  in this  program.  You may not elect this
program if you have made a partial withdrawal earlier in the same Contract Year.
In addition,  the free  withdrawal  amount is not available in  connection  with
partial  withdrawals 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.


                                                        20

<PAGE>



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.  You may
change the Annuity Date at least 30 days before payments are to begin.  However,
annuity  payments must begin by the later of an Annuitant's 85th birthday or the
tenth Contract  Anniversary.  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. If you are
not the  Annuitant  and the  Annuitant  dies  before the Annuity  Date,  a death
benefit will be paid.

Annuity Options

The contract offers three annuity options described below. Other annuity options
may be made available,  including other guarantee  periods and options with 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 or to the
Annuitant 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

                                                        21

<PAGE>



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.


                                                        22

<PAGE>



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

Death of Annuitant Before the Annuity Date

If the Annuitant  dies before the Annuity  Date,  we will pay the  beneficiary a
death benefit equal to the greatest of:

         (1)      the total of all purchase payments less withdrawals;

         (2)      the Contract Value; and

         (3) the  greatest  Contract  Value at any  sixth  Contract  Anniversary
(i.e., sixth,  twelfth,  eighteen,  etc.), plus any additional purchase payments
paid, less any subsequent withdrawals.

The value of the death  benefit  will be  determined  as of the date we  receive
proof of death in a form acceptable to us.

Payment of the Death Benefit

Payment of the death  benefit can be in one lump sum or under one of the annuity
options.  You may elect by  written  request  that a death  benefit  of at least
$2,000 be paid to the  beneficiary  under an annuity  option.  You may choose or
change the method of payment at any time prior to the  Annuitant's  death. If at
the time the  Annuitant  dies you have not made a choice,  the  beneficiary  has
sixty  days to elect by  written  request  either a lump sum  payment or payment
under an annuity  option.  We will make a lump sum payment within seven business
days of receiving proof of death and the beneficiary's written election,  unless
there is a delay in payment as described under "Access To Your Money."

Death of Owner

Before the Annuity Date

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

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

     (2)  the Owner's spouse, as contingent owner, continues the contract in his
          or her name.


                                                        23

<PAGE>



After the Annuity Date

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

================================================================
                                   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 deferred sales 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 withdrawal
and, therefore, do not deduct a deferred sales 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  (deferred  sales  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 deferred sales charge).

                                                        24

<PAGE>



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.

================================================================
                                      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.


                                                        25

<PAGE>



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 withdraw it before
annuity payments begin, the amount you receive will be taxed as ordinary income,
rather than as a return of purchase payment,  until all gain has been withdrawn.
For annuity payments, any portion of each payment that is considered a return of
your  purchase  payment  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 purchase  payments 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 purchase payment) is includable in income each year. The
rule does not apply where the non-natural person is only the nominal

                                                        26

<PAGE>



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
withdrawn  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;


                                                        27

<PAGE>



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
purchase payment 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 70 1/2, 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.



                                                        28

<PAGE>



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 withdrawals from a contract used in connection with
a  403(b)  Plan,  if  attributable  to  purchase  payments  paid  under a salary
reduction  agreement.  Specifically,  an owner may make a withdrawal  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 purchase payment 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.


                                                        29

<PAGE>



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

                                                        30

<PAGE>



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.

Distribution of the Contract

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 AIG.  Commissions  not to exceed 7% of purchase  payments will be
paid to entities  which sell the contract.  Additional  payments may be made for
other services not directly related to the sale of the

                                                        31

<PAGE>



contract,  including the  recruitment  and training of personnel,  production of
promotional literature and similar services.

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

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.

Year 2000 Readiness

The Year 2000 issue arises from computer programs being written using two digits
rather than four digits to define the  applicable  year.  This could result in a
failure of the information  technology  systems (IT systems) and other equipment
containing  imbedded  technology  (non-IT  systems)  in the Year  2000,  causing
disruption  of the  operations  of  AIG,  as well as its  lessees,  vendors,  or
business partners.

AIG has  developed  a plan to address  the Year 2000  issue as it affects  AIG's
internal  IT and non- IT systems,  and to assess  Year 2000  issues  relating to
third parties with whom AIG has critical relationships.

The plan for addressing  internal  systems includes an assessment of internal IT
and non-IT systems and equipment affected by the Year 2000 issue;  definition of
strategies to address affected systems and equipment;  remediation of identified
affected systems and equipment;  and internal  certification  that each internal
system is Year 2000  compliant.  AIG has  remediated,  tested  and  returned  to
production  substantially  all of its  internal IT  systems.  AIG  continues  to
remediate and test internal  non-IT systems and expects to complete  remediation
by mid-1999.

AIG has also initiated formal communications with respect to the Year 2000 issue
to those third parties which have significant  interaction with AIG.  Currently,
AIG is unable to  ascertain  whether all such third  parties  will  successfully
address the Year 2000 issue, particularly those third parties outside the United
States where it is believed that  remediation  efforts relating to the Year 2000
issue  may be less  advanced.  While  AIG  expects  to have no  interruption  of
operations  as  a  result  of  internal  IT  and  non-IT  systems,   significant
uncertainties remain about the effect on

                                                        32

<PAGE>



AIG of third  parties  who are not Year 2000  compliant.  AIG will  continue  to
monitor third party Year 2000 issue readiness to determine whether additional or
alternative  measures may be necessary.  Such measures may include the selection
of alternate third parties or other actions  designed to mitigate the effects of
a third party's lack of preparedness.  There can be no assurance that unresolved
Year 2000 issues of third  parties  will not have a material  adverse  impact on
AIG's  results  of  operations,   financial  condition  or  liquidity.   AIG  is
considering  the effects of Year 2000 related  failures on its business  and, as
the most reasonably likely worst case scenarios become more clearly  identified,
AIG will develop appropriate contingency plans.

There can be no assurance  that the funds,  like other third  parties,  will not
have unresolved Year 2000 issues that may have a material adverse impact on your
contract  values  as well as our  operations.  Please  refer  to the  Year  2000
discussion in each fund's prospectus.

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 and of the variable
account are included in the SAI which 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 and the variable account has
been filed  electronically  with the SEC and can be obtained through its website
at http://www.sec.gov.

                                                        33

<PAGE>




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

                         CONDENSED FINANCIAL INFORMATION
                            ACCUMULATION UNIT VALUES*

<TABLE>


                                             1998             1997        1996           1995          1994         1993      1992
 
<S>                                       <C>          <C>          <C>            <C>            <C>         <C>          <C>

CONSERVATIVE INVESTORS
    Accumulation Unit Value         
      Beginning of Period                      12.99          11.84        11.57        10.02         10.00          N/A      N/A
      End of Period                            14.62          12.99        11.84        11.57         10.02          N/A      N/A
    Accum Units o/s @ end of period     1,834,033.49     584,750.70 1,109,173.48   405,192.27     62,828.02          N/A      N/A

GLOBAL BOND
    Accumulation Unit Value            
      Beginning of Period                      13.14          13.24        12.64        10.28         11.00         9.96       10.00
      End of Period                            14.79          13.14        13.24        12.64         10.28        11.00        9.96
    Accum Units o/s @ end of period       643,678.64     708,242.42   579,082.99   213,886.71     85,875.16    18,846.45    5,444.00
                                                      
GLOBAL DOLLAR GOVERNMENT                            
    Accumulation Unit Value                         
      Beginning of Period                      16.25          14.56        11.82         9.74         10.00          N/A      N/A
      End of Period                            12.55          16.25        14.56        11.82          9.74          N/A      N/A
    Accum Units o/s @ end of period       636,568.44     714,986.09   469,801.08   238,452.60     69,320.82          N/A      N/A
                                                    
GROWTH                                              
    Accumulation Unit Value                         
      Beginning of Period                      22.70          17.70        13.97        10.48         10.00          N/A      N/A
      End of Period                            28.81          22.70        17.70        13.97         10.48          N/A      N/A
    Accum Units o/s @ end of period     8,904,664.35   8,054,584.57 5,856,812.02 2,215,092.12    467,688.06          N/A      N/A
                                                    
GROWTH & INCOME                                     
    Accumulation Unit Value                         
      Beginning of Period                      24.27          19.11        15.62        11.67         11.88        10.78       10.00
      End of Period                            28.94          24.27        19.11        15.62         11.67        11.88       10.78
    Accum Units o/s @ end of period     9,476,753.38   7,258,107.19 4,509,118.40 1,554,549.81    438,680.32    28,041.82      800.00

GROWTH INVESTORS
    Accumulation Unit Value         
      Beginning of Period                      14.26          12.43        11.65         9.81         10.00          N/A      N/A
      End of Period                            17.39          14.26        12.43        11.65          9.81          N/A      N/A 
    Accum Units o/s @ end of period       805,318.01     824,606.48   609,405.23   292,173.06     29,492.78          N/A      N/A
                 
HIGH YIELD                                          
    Accumulation Unit Value                         
      Beginning of Period                      10.30          N/A          N/A          N/A          N/A             N/A      N/A
      End of Period                             9.78          10.30        N/A          N/A          N/A             N/A      N/A
    Accum Units o/s @ end of period     1,476,993.82     106,671.96        N/A          N/A          N/A             N/A      N/A
                                                    
INTERNATIONAL                                       
    Accumulation Unit Value                         
      Beginning of Period                      12.50          12.26        11.60        10.71         10.17        10.00      N/A
      End of Period                            13.93          12.50        12.26        11.60         10.71        10.17      N/A
    Accum Units o/s @ end of period     3,645,458.54   3,700,183.10 2,718,751.84   981,260.91    447,407.41    21,717.14      N/A
                                                    
MONEY MARKET                                        
    Accumulation Unit Value                         
      Beginning of Period                      11.37          10.97        10.63        10.26         10.08        10.00      N/A
      End of Period                            11.77          11.37        10.97        10.63         10.26        10.08      N/A
    Accum Units o/s @ end of period     7,257,274.05   4,291,499.61 4,320,223.01 1,856,020.37    431,319.86     8,487.20      N/A
                                                    
NORTH AMERICAN GOVERNMENT INCOME                    
    Accumulation Unit Value                         
      Beginning of Period                      13.32          12.33        10.53         8.70         10.00      N/A          N/A
      End of Period                            13.67          13.32        12.33        10.53          8.70      N/A          N/A
    Accum Units o/s @ end of period     1,816,650.85   1,790,540.24 1,047,240.17   531,374.67    340,817.36      N/A          N/A
                                                    
PREMIER GROWTH                                      
    Accumulation Unit Value                         
      Beginning of Period                      23.22          17.59        14.54        10.15         11.13        10.00       10.00
      End of Period                            33.89          23.22        17.59        14.54         10.15        11.13       10.00
    Accum Units o/s @ end of period    10,004,043.81   6,662.866.85 3,971,452.13 1,252,211.18    223,550.22    35,271.53    2,081.43
                                                    
QUASAR                                              
    Accumulation Unit Value                         
      Beginning of Period                      12.37          10.58        10.00        N/A          N/A             N/A      N/A
      End of Period                            11.65          12.37        10.58        N/A          N/A             N/A      N/A
    Accum Units o/s @ end of period     5,595,694.29   3,991,205.09   649,902.74        N/A          N/A             N/A      N/A
                                                    
REAL ESTATE INVESTMENT                              
    Accumulation Unit Value                         
      Beginning of Period                      12.16          N/A          N/A          N/A          N/A             N/A      N/A
      End of Period                             9.71          12.16        N/A          N/A          N/A             N/A      N/A
    Accum Units o/s @ end of period     1,323,433.94     936,389.36        N/A          N/A          N/A             N/A      N/A

SHORT-TERM MULTI MARKET 
    Accumulation Unit Value         
      Beginning of Period                      11.13          10.79         9.99         9.49         10.29         9.79      N/A
      End of Period                            11.67          11.13        10.79         9.99          9.49        10.29      N/A 
    Accum Units o/s @ end of period       372,503.39     418,440.83   461,069.70   115,207.71     95,717.71    14,511.57      N/A
                                                                                       
TECHNOLOGY                                          
    Accumulation Unit Value                         
      Beginning of Period                      11.43          10.89        10.00        N/A          N/A             N/A      N/A
      End of Period                            18.47          11.43        10.89        N/A          N/A             N/A      N/A
    Accum Units o/s @ end of period     5,670,473.44   4,818,385.19 2,127,691.68        N/A          N/A             N/A      N/A
                                                    
TOTAL RETURN                                        
    Accumulation Unit Value                         
      Beginning of Period                      15.97          13.37        11.78         9.65         10.00          N/A      N/A
      End of Period                            18.42          15.97        13.37        11.78          9.65          N/A      N/A
    Accum Units o/s @ end of period     2,427,810.67   1,780,440.77 1,155,818.92   328,256.04     34,684.53          N/A      N/A
                                                    
U.S. GOVERNMENT/HIGH GRADE SECURITIES               
    Accumulation Unit Value                         
      Beginning of Period                      12.00          11.20        11.07         9.42          9.95        10.00      N/A
      End of Period                            12.80          12.00        11.20        11.07          9.42         9.95      N/A
    Accum Units o/s @ end of period     3,516,324.78   2,190,735.81 1,838,415.41   914,988.76    320,574.64    41,210.45      N/A
                                                    
UTILITY INCOME                                      
    Accumulation Unit Value                         
      Beginning of Period                      15.58          12.57        11.82         9.87         10.00          N/A      N/A
      End of Period                            19.04          15.58        12.57        11.82          9.87          N/A      N/A
    Accum Units o/s @ end of period     1,379,682.64     910,470.43   812,579.02   358,005.39    111,604.02          N/A      N/A
                                                    
WORLDWIDE PRIVATIZATION                             
    Accumulation Unit Value                         
      Beginning of Period                      14.02          12.84        10.99        10.05         10.00          N/A      N/A
      End of Period                            15.32          14.02        12.84        10.99         10.05          N/A      N/A
    Accum Units o/s @ end of period     2,399,048.01   2,391,217.59 1,135,168.22   394,704.27    105,674.08          N/A      N/A
                                        
</TABLE>


                                                        36

<PAGE>

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

         Conservative Investors Portfolio                   October 28, 1994
         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
         Growth Investors Portfolio                         October 28, 1994
         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
         Short-Term Multi-Market Portfolio                  November 28, 1990
         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


                                                        37

<PAGE>


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


GENERAL INFORMATION
         AIG Life Insurance Company
         Independent Accountants
         Legal Counsel
         Distributor

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
         Variable Annuity Payments

FINANCIAL STATEMENTS


                                                     38



    
<PAGE>
   
                               PROFILE PROSPECTUS

                                   MAY 1, 1999

                              INDIVIDUAL AND GROUP
                      SINGLE AND FLEXIBLE PURCHASE PAYMENT
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                           AIG LIFE INSURANCE COMPANY
                                   through its
                               VARIABLE ACCOUNT I

This prospectus  describes single and flexible purchase payment variable annuity
contracts being offered to individuals  and groups.  The word "contract" as used
in this prospectus includes both single and flexible purchase payment contracts,
whether  issued on an  individual  or group  basis,  as well as any  certificate
issued under a group  contract.  Please read this  prospectus  carefully  before
investing and keep it for future reference.

You can  allocate  your money among the  eighteen  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 for  flexible  premium
contracts and 4% for single premium contracts.  The variable  investment options
are portfolios of the AIM Variable  Insurance  Funds,  Inc.,  Alliance  Variable
Products Series Fund,  Inc.,  Dreyfus Variable  Investment  Fund,  Dreyfus Stock
Index  Fund,  Fidelity  Variable  Insurance  Products  Fund,  Fidelity  Variable
Insurance Products Fund II and Van Eck Worldwide Insurance Trust.

         AIM Variable Insurance Funds, Inc.
         (managed by A I M Advisors, Inc.)
         V.I. Capital Appreciation Fund
         V.I. International Equity Fund

         Alliance Variable Products Series Fund, Inc.
         (managed by Alliance Capital Management, L.P.)
         Global Bond Portfolio
         Growth Portfolio
         Growth and Income  Portfolio
         Premier Growth  Portfolio
         Quasar Portfolio
         Technology  Portfolio




                                                         1

<PAGE>



         Dreyfus Variable Investment Fund
         (managed by The Dreyfus Corporation)
         Small Company Stock Portfolio

         Dreyfus  Stock  Index Fund  
         (managed by The  Dreyfus  Corporation  and
         Mellon Equity Corporation Associates)

         Fidelity Variable Insurance Products Fund
         (managed by Fidelity Management & Research Company)
         VIP Growth Portfolio
         VIP High Income Portfolio
         VIP Money Market  Portfolio

         Fidelity Variable Insurance Products Fund II
         (managed by Fidelity Management & Research Company)
         VIP II Asset Manager Portfolio
         VIP II Contrafund Portfolio
         VIP II Investment Grade Bond Portfolio

         Van Eck Worldwide Insurance Trust
         (managed by Van Eck Associates Corporation)
         Worldwide Emerging Markets Fund
         Worldwide Hard Assets Fund


To learn more about the  contract,  you can  obtain a copy of the  Statement  of
Additional  Information  ("SAI") dated May 1, 1999.  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.

                                                         2

<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




                                                         3

<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.  For single purchase  payment  contracts,  Contribution  Year and
Contract Year are the same.

Contribution  Year - Any  period of twelve  months  commencing  with the date we
receive a purchase payment and ending on the same date in each succeeding twelve
month period thereafter.  As noted above, for single purchase payment contracts,
Contribution Year and Contract Year are the same.

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

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.

                                                         4

<PAGE>



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

                           Owner Transaction Expenses

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

Deferred Sales Charge (as a percentage of purchase payment withdrawn)*
     Contribution Year 1.................................................   6%
     Contribution Year 2.................................................   5%
     Contribution Year 3.................................................   4%
     Contribution Year 4.................................................   3%
     Contribution Year 5.................................................   2%
     Contribution Year 6.................................................   1%
     Thereafter..........................................................   None

* For single purchase payment contracts  Contribution Year and Contract Year are
the same.

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

Contract Maintenance Fee................................................. $30/yr

Variable Account Expenses (as a percentage of average account value)
     Mortality and Expense Risk Charge.................................... 1.25%
     Administrative Charge................................................ 0.15%
                                                                           =====
     Total Variable Account Annual Expenses............................... 1.40%

                                                         5

<PAGE>



                            Annual Portfolio Expenses
                           After Waiver/Reimbursement
<TABLE>

                                                               Management         Other                   Total
                                                                Fees             Expenses(1)            Expenses

<S>                                                              <C>                  <C>                 <C>  
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund                               0.62%                0.05%               0.67%
AIM V.I. International Equity Fund                               0.75%                0.16%               0.91%
Alliance Variable Products Series Fund(2)
Global Bond Portfolio                                            0.64%                0.29%               0.93%
Growth Portfolio                                                 0.75%                0.12%               0.87%
Growth and Income  Portfolio                                     0.63%                0.10%               0.73%
Premier Growth  Portfolio                                        0.97%                0.09%               1.06%
Quasar  Portfolio                                                0.73%                0.22%               0.95%
Technology  Portfolio                                            0.81%                0.14%               0.95%
Dreyfus Variable Investment Fund
Small Company Stock Portfolio                                    0.75%                0.23%               0.98%
Dreyfus Stock Index Fund                                         0.25%                0.01%               0.26%
Fidelity Variable Insurance Products Fund(3)
VIP Growth  Portfolio                                            0.59%                0.07%               0.66%
VIP High Income Portfolio                                        0.58%                0.12%               0.70%
VIP Money Market Portfolio                                       0.20%                0.10%               0.30%
Fidelity Variable Insurance Products Fund II(4)
VIP II Asset Manager Portfolio                                   0.54%                0.09%               0.63%
VIP II Contrafund  Portfolio                                     0.59%                0.07%               0.66%
VIP II Investment Grade Bond  Portfolio                          0.43%                0.14%               0.57%
Van Eck Worldwide Insurance Trust(5)
Worldwide Emerging Markets Fund                                  0.89%                0.61%               1.50%
Worldwide Hard Assets Fund                                       1.00%                0.16%               1.16%

</TABLE>

(1)      Other expenses are based on the expenses  outlined in the  prospectuses
         for the AIM Variable Insurance Funds, Alliance Variable Products Series
         Fund,  Dreyfus  Variable  Investment  Fund,  Dreyfus  Stock Index Fund,
         Fidelity   Variable   Investment   Products  Fund,   Fidelity  Variable
         Investment Products Fund II, and Van Eck Worldwide Insurance Trust.


                                                         6

<PAGE>




(2)      Total  expenses  for  the  following   portfolios  before  waivers  and
         reimbursement   by  the  Alliance   Variable   Products  Series  Fund's
         investment  adviser for the period ended  December  31,  1998,  were as
         follows:

                  Global Bond Portfolio                                1.17%
                  Premier Growth Portfolio                             1.09%
                  Quasar Portfolio                                     1.30%
                  Technology Portfolio                                 1.20%

(3)      Total expenses for the following  portfolios  before  reimbursement  by
         Fidelity Variable  Insurance Products Fund's investment adviser for the
         period ended December 31, 1998, were as follows:

                  VIP Growth Portfolio                                 0.68%

(4)      Total expenses for the following  portfolios  before  reimbursement  by
         Fidelity Variable  Insurance  Products Fund II's investment adviser for
         the period ended December 31, 1998, were as follows:

                  VIP II Asset Manager Portfolio                       0.64%
                  VIP II Contrafund Portfolio                          0 .70%

(5)      Total expenses for the following portfolios before reimbursement by Van
         Eck Worldwide Insurance Trust's investment adviser for the period ended
         December 31, 1998, were as follows:

                  Worldwide Emerging Markets Fund                      1.61%
                  Worldwide Hard Assets Fund                           1.20%


                                                         7

<PAGE>




Example

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

                                                                       If you withdraw after:

                                                          1 Year        3 Years        5 Years       10 Years
                                                          ------        -------        -------       --------
<S>                                                        <C>         <C>               <C>               <C>    
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund                         $77         $106              $135              $246
AIM V.I. International Equity Fund                          79          113               147               271
Alliance Variable Products Series Fund
Global Bond Portfolio                                       80          114               149               274
Growth Portfolio                                            79          112               145               267
Growth and Income Portfolio                                 78          108               138               252
Premier Growth Portfolio                                    81          117               154               286
Quasar Portfolio                                            80          114               149               275
Technology Portfolio                                        80          114               149               275
Dreyfus Variable Investment Fund
Small Company Stock Portfolio                               80          115               150               278
Dreyfus Stock Index Fund                                    73           94               111               203
Fidelity Variable Insurance Products Fund
VIP Growth Portfolio                                        77          106               135               245
VIP High Income Portfolio                                   77          107               137               249
VIP Money Market  Portfolio                                 74           95               117               207
Fidelity Variable Insurance Products Fund II
VIP II Asset Manager Portfolio                              77          105               133               242
VIP II Contrafund Portfolio                                 77          106               135               245
VIP II Investment Grade Bond  Portfolio                     76          103               130               236
Van Eck Worldwide Insurance Trust
Worldwide Emerging Markets Fund                             85          130               176               328
Worldwide Hard Assets Fund                                  82          120               159               295

</TABLE>

                                                         8

<PAGE>




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

                                                                       If you withdraw after:

                                                          1 Year        3 Years        5 Years       10 Years
                                                          ------        -------        -------       --------
<S>                                                        <C>         <C>               <C>               <C> 
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund                         $76         $103              $132              $246
AIM V.I. International Equity Fund                          78          110               145               271
Alliance Variable Products Series Fund
Global Bond Portfolio                                       78          111               146               273
Growth Portfolio                                            78          109               143               267
Growth and Income Portfolio                                 76          105               135               252
Premier Growth Portfolio                                    80          114               152               286
Quasar Portfolio                                            78          111               147               275
Technology Portfolio                                        78          111               147               275
Dreyfus Variable Investment Fund
Small Company Stock Portfolio                               79          112               148               278
Dreyfus Stock Index Fund                                    71            90              111               203
Fidelity Variable Insurance Products Fund
VIP Growth Portfolio                                        76          102               132               245
VIP High Income Portfolio                                   76          104               134               249
VIP Money Market  Portfolio                                 72          91                113               207
Fidelity Variable Insurance Products Fund II
VIP II Asset Manager Portfolio                              75          101               130               242
VIP II Contrafund Portfolio                                 76          102               132               245
VIP II Investment Grade Bond  Portfolio                     75          100               127               236
Van Eck Worldwide Insurance Trust
Worldwide Emerging Markets Fund                             84          128               174               328
Worldwide Hard Assets Fund                                  81          117               157               295

</TABLE>

                                                         9

<PAGE>



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

                                                         If you annuitize or you do not withdraw after:

                                                        1 Year         3 Years         5 Years       10 Years
                                                        ------         -------         -------       --------
<S>                                                        <C>         <C>               <C>               <C> 
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund                         $22         $67               $114              $246
AIM V.I. International Equity Fund                          24          74                127               271
Alliance Variable Products Series Fund
Global Bond Portfolio                                       24          75                128               273
Growth Portfolio                                            24          73                125               267
Growth and Income Portfolio                                 22          69                117               252
Premier Growth Portfolio                                    26          78                134               286
Quasar Portfolio                                            24          75                129               275
Technology Portfolio                                        24          75                129               275
Dreyfus Variable Investment Fund
Small Company Stock Portfolio                               25          76                130               278
Dreyfus Stock Index Fund                                    17          54                 93               203
Fidelity Variable Insurance Products Fund
VIP Growth Portfolio                                        22          66                114               245
VIP High Income Portfolio                                   22          68                116               249
VIP Money Market  Portfolio                                 18          55                95                207
Fidelity Variable Insurance Products Fund II
VIP II Asset Manager Portfolio                              21          65                112               242
VIP II Contrafund Portfolio                                 22          66                114               245
VIP II Investment Grade Bond  Portfolio                     21          64                109               236
Van Eck Worldwide Insurance Trust
Worldwide Emerging Markets Fund                             30          92                156               328
Worldwide Hard Assets Fund                                  27          81                139               295
</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.

                                                        10

<PAGE>



===================================================================
                                  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 or the annuitant begins receiving annuity payments.
If you or the annuitant dies 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.  Any portion of
the purchase payment 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% for flexible  purchase  payment  contracts and 4% for single purchase payment
contracts.  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

A purchase  payment 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 is $5,000 for a  non-qualified  contract and
$2,000  for a  qualified  contract.  If  you  own a  flexible  purchase  payment
contract,  you may add purchase  payments of $1,000 or more to your  contract at
any time during the accumulation phase.

We may refuse any purchase payment.  In general, we will not issue a contract to
anyone who is over age 85.


                                                        11

<PAGE>



Allocation of Purchase Payment

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

At the  time of  application,  we must  receive  your  purchase  payment  at our
Administrative Office before the contract will be effective.  We will issue your
contract and allocate your purchase  payment 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.

Right to Examine Contract

If you change your mind about owning this  contract,  you can cancel it within a
specified time frame after receiving it by mailing it back to our Administrative
Office:  Delaware  Valley  Financial  Services,  Inc., 300 Berwyn Park, P.O. Box
3031,  Berwyn,  PA  19312-0031.  The specified time frame is ten days for single
purchase  payment  contracts  and  twenty  days for  flexible  purchase  payment
contracts  (or longer if required by state law).  You will receive your Contract
Value 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 purchase payment. If you cancel your
contract  during the right to examine  period,  we will  return to you an amount
equal to your purchase payments less any withdrawals.

Accumulation Units

The value of an  Accumulation  Unit may go up or down from day to day.  When you
pay a purchase  payment,  we credit your contract with  Accumulation  Units. The
number of  Accumulation  Units  credited is determined by dividing the amount of
purchase payment 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 an initial purchase payment, we
credit Accumulation Units to your contract at the value next calculated after we
receive your purchase payment 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.

                                                        12

<PAGE>



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. We
may reject any more than twelve transfer requests in any Contract Year.

The minimum  amount you can  transfer is $1,000.  You cannot make a 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 in  place
procedures to provide  reasonable  assurance  that  telephone  instructions  are
genuine.

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

=====================================================================
                               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,

                                                        13

<PAGE>



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 Funds and Their Portfolios

The AIM Variable Insurance Funds, Inc.,  Alliance Variable Products Series Fund,
Inc.,  Fidelity Variable Insurance  Products Fund,  Dreyfus Variable  Investment
Fund,  Dreyfus Stock Index Fund,  Fidelity Variable  Insurance Products Fund II,
and Van Eck Worldwide Insurance Trust Funds are mutual funds registered with the
SEC. Each one may have  additional  portfolios  that are not available under the
contract.

You  should  carefully  read each  fund's  prospectus  before  investing.  These
prospectuses  are attached to this prospectus and contain  detailed  information
regarding  management  of  the  portfolios,  investment  objectives,  investment
advisory  fees and  other  charges.  The  prospectuses  also  discuss  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.

AIM Variable Insurance Funds, Inc.

AIM V.I. Capital Appreciation Fund seeks growth of capital through investment in
common stocks, with emphasis on medium-and smaller-sized growth companies.

AIM V.I.  International Equity Fund seeks to provide long-term growth of capital
by investing in a diversified portfolio of international equity securities whose
issuers are considered to have strong earnings momentum.

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.

                                                        14

<PAGE>



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 opportunities for appreciation through investments  primarily
in dividend-paying common stocks of good quality.

Premier Growth Portfolio seeks growth of capital rather than current income.  In
pursuing its investment  objectives,  the Premier  Growth  Portfolio will employ
aggressive  investment policies.  Since investment will be made based upon 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.

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

Dreyfus Variable Investment Fund

Small Company Stock Portfolio seeks investment results that are greater than the
total return performance of publicly-traded  common stocks in the aggregate,  as
represented  by Russell 2500 TM Index.  The portfolio  invests  primarily in the
equity  securities  of the  small  to  medium-sized  domestic  issuers  that are
considered by the Dreyfus Corporation to offer above-average growth potential.

Dreyfus Stock Index Fund seeks to provide  investment results that correspond to
the  price  and  yield  performance  of  publicly  traded  common  stocks in the
aggregate,  as  represented  by the Standard & Poor's 500 Composite  Stock Price
Index.  The Fund  attempts to be fully  invested at all times in the stocks that
comprise the index,  and stock index futures.  The Fund is neither  sponsored by
nor  affiliated  with  Standard & Poor's  Corporation.  Dreyfus  has engaged its
affiliate, Mellon Equity Associates, to serve as the Fund's index fund manager.

Fidelity Variable Insurance Products Fund (VIP)

VIP Growth Portfolio seeks capital appreciation through investments primarily in
common stock.


                                                        15

<PAGE>



VIP High Income  Portfolio  seeks high current income by investing  primarily in
income producing debt securities,  preferred stocks and convertible  securities,
with emphasis on lower- quality debt securities  (commonly  referred to as "junk
bonds"),  while also considering growth of capital. The potential for high yield
is accompanied by higher risk. For a more detailed  discussion of the investment
risks  associated  with such  securities,  please refer to the  Fidelity  Fund's
attached prospectus. The sub-adviser for this portfolio is Fidelity Management &
Research Far East Inc. and Fidelity Management & Research (U.K.) Inc.

VIP Money Market  Portfolio seeks to obtain as high a level of current income as
is consistent with  preserving  capital and providing  liquidity.  The portfolio
will invest only in high quality U.S. dollar-denominated money market securities
of domestic and foreign issuers. An investment in the VIP Money Market Portfolio
is neither  insured nor guaranteed by the U.S.  Government,  and there can be no
assurance  that the  portfolio  will  maintain a stable $1.00 share  price.  The
sub-adviser for this portfolio is Fidelity Investments Money Management, Inc., a
wholly owned subsidiary of FMR.

Fidelity Variable Insurance Products Fund II (VIP II)

VIP II Asset Manager Portfolio seeks to provide a high total return with reduced
risk  over the long  term by  allocating  its  assets  among  stocks,  bonds and
short-term  money market  instruments.  The  sub-adviser  for this  portfolio is
Fidelity Management & Research Far East Inc.
and Fidelity Management & Research (U.K.) Inc.

VIP  II  Contrafund   Portfolio  seeks  capital  appreciation  by  investing  in
securities of companies whose value the manager believes is not fully recognized
by the public.  The  sub-adviser  for this  portfolio  is Fidelity  Management &
Research Far East Inc. and Fidelity Management & Research (U.K.) Inc.

VIP II Investment  Grade Bond Portfolio  seeks as high a level of current income
as is  consistent  with  the  preservation  of  capital  by  investing  in  U.S.
dollar-denominated   investment-grade  bonds.  The  portfolio  will  maintain  a
dollar-weighted average portfolio maturity of ten years or less. The sub-adviser
for this portfolio is Fidelity Investments Money Management, Inc.

Van Eck Worldwide Insurance Trust

Worldwide  Emerging  Markets  Fund  seeks  long-term  capital   appreciation  by
investing primarily in equity securities in emerging markets around the world.

Worldwide Hard Assets Fund seeks  long-term  capital  appreciation  by investing
primarily in "hard asset securities." Income is a secondary consideration.  Hard
Asset  securities are the stocks,  bonds, and other securities of companies that
derive at least 50% of gross  revenue or profit from  exploration,  development,
production or distribution of (1) precious metals,  (2) natural  resources,  (3)
real estate and (4) commodities.

                                                        16

<PAGE>



Fixed Investment Option

The General Account

Purchase  payments  you  allocate to the  guaranteed  option go 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 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% for
flexible   purchase  payment  contracts  and  4%  for  single  purchase  payment
contracts.

If you allocate purchase payments 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."


                                                        17

<PAGE>



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

                                                        18

<PAGE>



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. These expenses 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.

Deferred Sales Charge

If you  withdraw  your  contract  prior to the Annuity Date during the first six
years  after a purchase  payment,  we will assess a deferred  sales  charge as a
percentage of purchase payments withdrawn as shown below:


Contribution Year*           1     2    3     4    5     6         Thereafter
Deferred Sales Charge        6%    5%   4%    3%   2%    1%             0%

* For single purchase payment contracts, Contribution Year and Contract Year are
the same.

For purposes of calculating the deferred sales charge,  we treat  withdrawals as
coming from the oldest  purchase  payments  first (i.e.,  first-in,  first-out).
However,  we will not  assess a deferred  sales  charge  for  flexible  purchase
payment  contracts  on amounts up to 10% of  purchase  payments  paid,  less the
amount of any prior  withdrawals  or for single  purchase  payment  contracts on
amounts up to 10% of the Contract Value at the time of withdrawal.

You will not  receive  the  benefit  of this  "free  withdrawal  amount"  if you
participate  in  the  systematic  withdrawal  program.  If you  make  a  partial
withdrawal,  we will deduct the deferred sales charge, if any, pro rata from the
remaining  value in your  contract.  The total of all deferred sales charges may
not exceed 8.5% of the purchase  payments  for a contract.  We do not expect the
proceeds from the deferred sales charge to cover all of our distribution  costs.
We may use any corporate asset,  including potential profit which may arise from
the mortality and expense risk charge to cover the distribution costs.

Contract Maintenance Fee

During the accumulation phase, we will deduct an annual contract maintenance fee
of $30 from your contract on each Contract  Anniversary.  The contract refers to
this  fee as an  administrative  charge.  We will  not  increase  this  fee.  It
compensates us for expenses incurred to establish and

                                                        19

<PAGE>



maintain your contract.  If you withdraw the entire value of your contract,  the
contract maintenance fee will be deducted prior to the withdrawal.

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 purchase  payments paid. These taxes are
due either when a purchase payment 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 withdraw 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 prospectuses for the AIM Variable
Insurance Funds,  Inc.,  Alliance Variable  Products Series Fund, Inc.,  Dreyfus
Variable  Investment Fund, Dreyfus Stock Index Fund, Fidelity Variable Insurance
Products  Fund,  Fidelity  Variable  Insurance  Products  Fund  II,  and Van Eck
Worldwide Insurance Trust and are summarized in the fee table.

Reduction or Elimination of Certain Charges and Additional Amounts Credited

We may reduce or  eliminate  the  deferred  sales  charge or the  administrative
charge or change the minimum purchase  payment  requirement when the contract is
sold to  groups  of  individuals  under  circumstances  which  reduce  our sales
expenses.  We will  determine  the  eligibility  of such  groups by  considering
factors such as:

     (1)  the size of the group;

     (2)  the total  amount of purchase  payments 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


                                                        20

<PAGE>



     (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  deferred  sales  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 is available in the following ways:

     o    by  withdrawing  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,  withdrawals  are  subject to a  deferred  sales  charge,  a contract
maintenance fee and, if it is a full withdrawal,  premium taxes. Withdrawals may
also be subject to income tax and a penalty tax.

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

Under most circumstances,  partial withdrawals must be for a minimum of $500. We
require that your Contract Value be at least $2,000 after the withdrawal. If the
Contract  Value  would be less than $2,000 as a result of a  withdrawal,  we may
cancel the contract. Unless you provide us with different instructions,  partial
withdrawals  will be made pro rata from  each  investment  option in which  your
contract is invested.

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

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


                                                        21

<PAGE>



     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.

Deferred sales charges are not imposed on withdrawals  under this program nor is
there any  charge  for  participating  in this  program.  You may not elect this
program if you have made a partial withdrawal earlier in the same Contract Year.
In addition,  the free  withdrawal  amount is not available in  connection  with
partial  withdrawals 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.

                                                        22

<PAGE>




===================================================================
                                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.  You may
change the Annuity Date at least 30 days before payments are to begin.  However,
annuity  payments must begin by the later of an Annuitant's 85th birthday or the
tenth Contract  Anniversary.  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. If you are
not the  Annuitant  and the  Annuitant  dies  before the Annuity  Date,  a death
benefit will be paid.

Annuity Options

The contract offers three annuity options described below. Other annuity options
may be made available,  including other guarantee  periods and options with 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 or to the
Annuitant 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

                                                        23

<PAGE>



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.


                                                        24

<PAGE>



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

Death of Annuitant Before the Annuity Date

If the Annuitant  dies before the Annuity  Date,  we will pay the  beneficiary a
death benefit equal to the greatest of:

         (1)      the total of all purchase payments less withdrawals;

         (2)      the Contract Value; and

         (3) the  greatest  Contract  Value at any  sixth  Contract  Anniversary
(i.e., sixth,  twelfth,  eighteen,  etc.), plus any additional purchase payments
paid, less any subsequent withdrawals.

The value of the death  benefit  will be  determined  as of the date we  receive
proof of death in a form acceptable to us.

Payment of the Death Benefit

Payment of the death  benefit can be in one lump sum or under one of the annuity
options.  You may elect by  written  request  that a death  benefit  of at least
$2,000 be paid to the  beneficiary  under an annuity  option.  You may choose or
change the method of payment at any time prior to the  Annuitant's  death. If at
the time the  Annuitant  dies you have not made a choice,  the  beneficiary  has
sixty  days to elect by  written  request  either a lump sum  payment or payment
under an annuity  option.  We will make a lump sum payment within seven business
days of receiving proof of death and the beneficiary's written election,  unless
there is a delay in payment as described under "Access To Your Money."

Death of Owner

Before the Annuity Date

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

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

     (2)  the Owner's spouse, as contingent owner, continues the contract in his
          or her name.


                                                        25

<PAGE>



After the Annuity Date

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

================================================================
                                   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 deferred sales 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 withdrawal
and, therefore, do not deduct a deferred sales 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  (deferred  sales  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 deferred sales charge).

                                                        26

<PAGE>



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.

================================================================
                                      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.


                                                        27

<PAGE>



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 withdraw it before
annuity payments begin, the amount you receive will be taxed as ordinary income,
rather than as a return of purchase payment,  until all gain has been withdrawn.
For annuity payments, any portion of each payment that is considered a return of
your  purchase  payment  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 purchase  payments 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 purchase payment) is includable in income each year. The
rule does not apply where the non-natural person is only the nominal

                                                        28

<PAGE>



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
withdrawn  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;


                                                        29

<PAGE>



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
purchase payment 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 70 1/2, 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.



                                                        30

<PAGE>



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 withdrawals from a contract used in connection with
a  403(b)  Plan,  if  attributable  to  purchase  payments  paid  under a salary
reduction  agreement.  Specifically,  an owner may make a withdrawal  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 purchase payment 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.


                                                        31

<PAGE>



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

                                                        32

<PAGE>



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.

Distribution of the Contract

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 AIG.  Commissions  not to exceed 7% of purchase  payments will be
paid to entities  which sell the contract.  Additional  payments may be made for
other services not directly related to the sale of the

                                                        33

<PAGE>



contract,  including the  recruitment  and training of personnel,  production of
promotional literature and similar services.

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

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.

Year 2000 Readiness

The Year 2000 issue arises from computer programs being written using two digits
rather than four digits to define the  applicable  year.  This could result in a
failure of the information  technology  systems (IT systems) and other equipment
containing  imbedded  technology  (non-IT  systems)  in the Year  2000,  causing
disruption  of the  operations  of  AIG,  as well as its  lessees,  vendors,  or
business partners.

AIG has  developed  a plan to address  the Year 2000  issue as it affects  AIG's
internal  IT and non- IT systems,  and to assess  Year 2000  issues  relating to
third parties with whom AIG has critical relationships.

The plan for addressing  internal  systems includes an assessment of internal IT
and non-IT systems and equipment affected by the Year 2000 issue;  definition of
strategies to address affected systems and equipment;  remediation of identified
affected systems and equipment;  and internal  certification  that each internal
system is Year 2000  compliant.  AIG has  remediated,  tested  and  returned  to
production  substantially  all of its  internal IT  systems.  AIG  continues  to
remediate and test internal  non-IT systems and expects to complete  remediation
by mid-1999.

AIG has also initiated formal communications with respect to the Year 2000 issue
to those third parties which have significant  interaction with AIG.  Currently,
AIG is unable to  ascertain  whether all such third  parties  will  successfully
address the Year 2000 issue, particularly those third parties outside the United
States where it is believed that  remediation  efforts relating to the Year 2000
issue  may be less  advanced.  While  AIG  expects  to have no  interruption  of
operations  as  a  result  of  internal  IT  and  non-IT  systems,   significant
uncertainties remain about the effect on

                                                        34

<PAGE>



AIG of third  parties  who are not Year 2000  compliant.  AIG will  continue  to
monitor third party Year 2000 issue readiness to determine whether additional or
alternative  measures may be necessary.  Such measures may include the selection
of alternate third parties or other actions  designed to mitigate the effects of
a third party's lack of preparedness.  There can be no assurance that unresolved
Year 2000 issues of third  parties  will not have a material  adverse  impact on
AIG's  results  of  operations,   financial  condition  or  liquidity.   AIG  is
considering  the effects of Year 2000 related  failures on its business  and, as
the most reasonably likely worst case scenarios become more clearly  identified,
AIG will develop appropriate contingency plans.

There can be no assurance  that the funds,  like other third  parties,  will not
have unresolved Year 2000 issues that may have a material adverse impact on your
contract  values  as well as our  operations.  Please  refer  to the  Year  2000
discussion in each fund's prospectus.

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 and of the variable
account are included in the SAI which 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 and the variable account has
been filed  electronically  with the SEC and can be obtained through its website
at http://www.sec.gov.



                                                        35

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

                         CONDENSED FINANCIAL INFORMATION
                            ACCUMULATION UNIT VALUES*

<TABLE>
                                                            1998                 1997                1996
                                                          ---------            ---------          --------
<S>                                                              <C>              <C>            <C>
AIM V.I. CAPITAL APRECIATION FUND
  Accumulation Unit Value
    Beginning of Period                                       9.61                  N/A              N/A
    End of Period                                            11.31                  9.61             N/A
  Accum Units o/s @ end of period                       119,260.64                  N/A              N/A
                                                                    
AIM V.I. INTERNATIONAL EQUITY FUND                                  
  Accumulation Unit Value                                           
    Beginning of Period                                      10.10                  N/A              N/A
    End of Period                                            11.51                 10.10             N/A
  Accum Units o/s @ end of period                        67,193.18                262.97             N/A 
                                                                    
ALLIANCE GLOBAL BOND                                                
  Accumulation Unit Value                                           
    Beginning of Period                                       9.86                  N/A              N/A
    End of Period                                            11.10                  9.86             N/A
  Accum Units o/s @ end of period                         4,547.27                  N/A              N/A
                                                                    
ALLIANCE GROWTH                                                     
  Accumulation Unit Value                                           
    Beginning of Period                                      15.69                 12.24            10.00
    End of Period                                            19.92                 15.69            12.24
  Accum Units o/s @ end of period                       123,814.87            333,114.57       123,814.87
                                                                    
ALLIANCE GROWTH & INCOME                                            
  Accumulation Unit Value                                           
    Beginning of Period                                      15.06                 11.85            10.00
    End of Period                                            17.95                 15.06            11.85
  Accum Units o/s @ end of period                       116,342.75            547,915.82       116,342.75
                                                                    
ALLIANCE PREMIER GROWTH                                             
  Accumulation Unit Value                                           
    Beginning of Period                                      10.48                  N/A              N/A
    End of Period                                            15.29                 10.48             N/A
  Accum Units o/s @ end of period                        68,418.04                  N/A              N/A
                                                                    
ALLIANCE QUASAR                                                     
  Accumulation Unit Value                                           
    Beginning of Period                                      12.02                 10.28            10.00
    End of Period                                            11.32                 12.02            10.28
  Accum Units o/s @ end of period                       123,814.87             94,929.55         4,796.29
                                                                    
ALLIANCE TECHNOLOGY                                                 
  Accumulation Unit Value                                           
    Beginning of Period                                      11.07                 10.54            10.00
    End of Period                                            17.87                 11.07            10.54
  Accum Units o/s @ end of period                       123,814.87            143,999.25        15,829.55
                                                                    
DREYFUS SMALL COMPANY STOCK                                         
  Accumulation Unit Value                                           
    Beginning of Period                                      10.55                  N/A              N/A
    End of Period                                             9.79                 10.55             N/A
  Accum Units o/s @ end of period                        16,124.79             58,659.22             N/A
                                                                    
DREYFUS STOCK INDEX                                                 
  Accumulation Unit Value                                           
    Beginning of Period                                      15.39                 11.74            10.00
    End of Period                                            19.45                 15.39            11.74
  Accum Units o/s @ end of period                       113,481.41            490,227.53       113,481.41
                                                                    
FIDELITY VIP HIGH INCOME                                            
  Accumulation Unit Value                                           
    Beginning of Period                                      12.65                 10.90            10.00
    End of Period                                            11.93                 12.65            10.90
  Accum Units o/s @ end of period                        55,015.77            185,484.29        55,015.77
                                                                    
FIDELITY VIP GROWTH                                                 
  Accumulation Unit Value                                           
    Beginning of Period                                      13.30                 10.92            10.00
    End of Period                                            18.29                 13.30            10.92
  Accum Units o/s @ end of period                       149,722.06            468,339.86       149,722.06
                                                                    
FIDELITY VIP MONEY MARKET                                           
  Accumulation Unit Value                                           
    Beginning of Period                                      10.70                 10.29            10.00
    End of Period                                            11.13                 10.70            10.29
  Accum Units o/s @ end of period                       385,238.57            944,656.53       385,238.57
                                                                    
FIDELITY VIP II ASSET MANAGER                                       
  Accumulation Unit Value                                           
    Beginning of Period                                      13.23                 11.12            10.00
    End of Period                                            15.01                 13.23            11.12
  Accum Units o/s @ end of period                        56,345.46            239,825.14        56,345.46
                                                                    
FIDELITY VIP II CONTRAFUND                                          
  Accumulation Unit Value                                           
    Beginning of Period                                      10.15                  N/A              N/A
    End of Period                                            13.02                 10.15             N/A
  Accum Units o/s @ end of period                       212,388.21                  N/A              N/A
                                                                    
FIDELITY VIP II INVESTMENT GRADE BOND                               
  Accumulation Unit Value                                           
    Beginning of Period                                      11.28                 10.49            10.00
    End of Period                                            12.10                 11.28            10.49
  Accum Units o/s @ end of period                        40,777.94            221,696.39        40,777.94
                                                                    
VAN ECK WORLDWIDE EMERGING MARKETS                                  
  Accumulation Unit Value                                           
    Beginning of Period                                       9.28                  N/A              N/A
    End of Period                                             6.03                  9.28             N/A
  Accum Units o/s @ end of period                         3,152.89                  N/A              N/A
                                                                    
VAN ECK WORLDWIDE HARD ASSETS                                       
  Accumulation Unit Value                                           
    Beginning of Period                                       9.86                 10.17            10.00
    End of Period                                             6.71                  9.86            10.17
  Accum Units o/s @ end of period                        19,667.21             22,196.30        11,530.80
                                                                    
                                                                    
</TABLE>
               
<PAGE>



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

         AIM Variable Insurance Funds
         AIM V.I. Capital Appreciation Fund                May 5, 1993
         AIM V.I. International Equity Fund                May 2, 1993
         Alliance Variable Products Series Fund
         Global Bond Portfolio                             July 15, 1991
         Growth Portfolio                                  September 15, 1994
         Growth and Income Portfolio                       January 14, 1991
         Premier Growth Portfolio                          June 26, 1992
         Quasar Portfolio                                  August 5, 1996
         Technology Portfolio                              January 11, 1996
         Dreyfus Variable Investment Fund
         Small Company Stock Portfolio                     May 1, 1996
         Dreyfus Stock Index Fund                          September 29, 1989
         Fidelity Variable Insurance Products Fund
         VIP Growth Portfolio                              October 9, 1986
         VIP High Income Portfolio                         September 19, 1985
         VIP Money Market Portfolio                        April 1, 1982
         Fidelity Variable Insurance Products Fund II
         VIP II Asset Manager Portfolio                    September 6, 1989
         VIP II Contrafund Portfolio                       January 3, 1995
         VIP II Investment Grade Bond Portfolio            December 5, 1988
         Van Eck Worldwide Insurance Trust
         Worldwide Emerging Markets Fund                   December 21, 1995
         Worldwide Hard Assets Fund                        September 1, 1989

                                                        45

<PAGE>


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


GENERAL INFORMATION
         AIG Life Insurance Company
         Independent Accountants
         Legal Counsel
         Distributor

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
         Variable Annuity Payments

FINANCIAL STATEMENTS


                                                     40

    
<PAGE>




                                     PART B


<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION

                                   May 1, 1999

                           VARIABLE ANNUITY CONTRACTS
                                    issued by
            AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
                                   through its
                               VARIABLE ACCOUNT A


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  May 1,  1999,  call us at  (800)  255-8402  or  write  to us at  American
International Life Assurance Company of New York, Attention:  Variable Products,
80 Pine Street, New York, NY 10270.



                                                      
                                        1

<PAGE>



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


GENERAL INFORMATION.............................................................
     American International Life Assurance Company of New York..................
     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............................................................


                                                      
                                        2

<PAGE>



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

American International Life Assurance Company of New York

A description of American  International  Life Assurance Company of New York and
its  ownership  is  contained  in  the  prospectus.  We  will  provide  for  the
safekeeping of the assets of Variable Account A.

Independent Accountants

Our  financial  statements  have been  audited by  PricewaterhouseCoopers,  LLP,
independent   certified  public  accountants,   whose  offices  are  located  in
Philadelphia, Pennsylvania.

Legal Counsel

Legal matters  relating to the federal  securities  laws in connection  with the
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"),  a wholly owned subsidiary of
American  International  Group,  Inc., acts as the distributor.  Commissions are
paid by Variable  Account A directly to selling dealers and  representatives  on
behalf of AIGESC.  Aggregate  commissions were $2,001,940 in 1998, $2,373,178 in
1997,  and $2,614,407 in 1996.  Commissions  retained by AIGESC were $0 in 1998,
$37,267 in 1997, and $20,363 in 1996.

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 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

                                                      
                                        3

<PAGE>



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  A
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 A 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  computations,  the  hypothetical
charge  reflects  all  deductions  that are  charged  to all Owner  accounts  in
proportion  to the  length of the base  period.  For any fees that vary with the
size  of the  account,  the  account  size is  assumed  to be the  money  market
subaccount's  mean account size. The yield and effective yield quotations do not
reflect the  surrender  charge that may be assessed at the time of withdrawal in
an amount ranging up to 6% of the requested withdrawal amount, with the specific
percentage applicable to a particular withdrawal depending on the length of time
the  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.


                                                      
                                        4

<PAGE>



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 A 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.

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 A 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:


                                                     
                                        5

<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

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.

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 A
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

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 calculations do
not,  however,  assume a total surrender as of the end of the particular  period
and, therefore, no surrender charge is reflected.

                                                      
                                        6

<PAGE>



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
A'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:

         (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.


                                                     
                                        7

<PAGE>



=====================================================================
                               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.

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.


                                                      
                                        8

<PAGE>



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:

               (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.

                                                     
                                        9

<PAGE>


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 and those of Variable  Account A are included
herein.  A complete  set of the  financial  statements  of the  company  and the
variable account have been filed electronically with the SEC and can be obtained
through their website at  http://www.sec.gov.  Our financial statements shall be
considered  only as bearing upon our ability to meet our  obligations  under the
contract.



                                                  
                                       10

<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION

                                   May 1, 1999

                           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 individual and group,  single
and flexible  purchase  payment,  variable  annuity  contracts.  The  prospectus
concisely sets forth information that a prospective  investor should know before
investing.  For a copy of the  prospectus  dated May 1,  1999,  call us at (800)
255-8402  or  write  to us  AIG  Life  Insurance  Company,  Attention:  Variable
Products, One Alico Plaza, 600 King Street, Wilmington, Delaware 19801.


DATE OF STATEMENT OF ADDITIONAL INFORMATION:  May 1, 1999






<PAGE>



                                TABLE OF CONTENTS

                                                                    Page
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-Standarized Performance Data............

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

FINANCIAL STATEMENTS.................................




<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 the
Variable Account.

Independent Accountants

Our  financial  statements  have been  audited by  PricewaterhouseCoopers,  LLP,
independent   certified  public  accountants,   whose  offices  are  located  in
Philadelphia, Pennsylvania.

Legal Counsel

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

Distributor

Our affiliate,  AIG Equity Sales Corp. (AAIGESC@),  a wholly owned subsidiary of
American  International  Group,  Inc., acts as the distributor.  Commissions are
paid by Variable  Account I directly to selling dealers and  representatives  on
behalf of AIGESC. Aggregate commissions were $33,398,137 in 1998, $27,225,980 in
1997, and $23,531,557 in 1996.  Commissions  retained by AIGESC were $0 in 1998,
$193,263 in 1997, and $83,483 in 1996.

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 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 RELATED INFORMATION

Yield and Effective  Yield  Quotations  for the Money Market Subaccount

The Yield quotation for the Money Market  sub-account will be for the seven days
ended on the date of the  most  recent  balance  sheet of the  Variable  Account
included in the registration  statement.  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 the  Variable
Account 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  computations,  the  hypothetical
charge  reflects all deductions  that are charged to all Contract Owner accounts
in proportion to the length of the base period.  For any fees that vary with the
size  of the  account,  the  account  size is  assumed  to be the  Money  Market
Subaccount's  mean account size. The yield and effective yield quotations do not
reflect the Deferred Sales Charge that may be assessed at the time of withdrawal
in an amount  ranging  up to 6% of the  requested  withdrawal  amount,  with the
specific  percentage  applicable  to a  particular  withdrawal  depending on the
length of time the  purchase  payment  was held under the  Contract  and whether
withdrawals  had been  previously  made during that Contract Year. (See "Charges
and  Deductions - Deduction  for Deferred  Sales Charge" of the  Prospectus)  No
deductions or sales loads are assessed upon  annuitization  under the Contracts.
Realized   gains  and  losses  from  the  sale  of  securities   and  unrealized
appreciation  and  depreciation of the Money Market  Subaccount and the Fund are
excluded from the calculation of yield.

Yield Quotations for Other Subaccounts

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

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

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

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

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

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

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

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

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 the Variable Account and for the period from the date monies were first
placed  into the  Subaccounts  until the  aforesaid  date.  The  quotations  are
computed  by finding  the  average  annual  compounded  rates of return over the
relevant  periods  that would equate the initial  amount  invested to the ending
redeemable value, according to the following formula:

                        P(1+T)to the power of n = ERV

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

                        T = average annual total return

                        n = number of years

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

For the  purposes of the total return  quotations,  the  calculations  take into
effect all fees that are charged to all Contract  Owner  accounts.  For any fees
that vary with the size of the  account,  the account  size is assumed to be the
respective  Subaccount's mean account size. The calculations also assume a total
withdrawal as of the end of the particular period.

Non-Standardized Performance Data

Total Return Quotations

The total return quotations for all of the Subaccounts other than a 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 the Variable Account and for the period from
the date monies were first placed into the Subaccounts until the aforesaid date.
The quotations are computed by finding the average  annual  compounded  rates of
return over the relevant  periods that would equate the initial amount  invested
to the ending redeemable value, according to the following formula:

                    P(1+T)to the power of n = ERV

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

                     T = average annual total return

                     n = number of years

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

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

Tax Deferred Accumulation

In reports or other  communications to You or in advertising or sales materials,
the Company may also  describe  the effects of tax deferred  compounding  on the
separate account's investment returns or upon returns in general.  These effects
may be  illustrated  in charts or graphs and may include  comparisons at various
points in time of returns  under the  Contract  or in general on a  tax-deferred
basis with the returns on a taxable 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  period,  which  generally  will  have the  effect  of
permitting  an  investment  in an annuity  contract to grow more  rapidly than a
comparable  investment  under  which  increases  in value are taxed on a current
basis. The charts may show  accumulations  on an initial  investment or Purchase
Payment  of  a  given  amount,   assuming  hypothetical  gross  annual  returns,
compounded annually, and a stated assumed rate. The values shown for the taxable
investment  will 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 Fee and the $30 Contract Maintenance Charge, but not the expenses
of an underlying investment vehicle, such as the Fund. In addition, these values
assume that the Owner does not  surrender  the Contract or make any  withdrawals
until the end of the period shown. The chart assumes a full  withdrawal,  at the
end of the period shown,  of all contract  value and the payment of taxes at the
stated assumed rate on the amount in excess of the Purchase Payment.

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

(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 withdrawals
     and surrenders; and

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

The rates of  return  illustrated  in a chart  will be  hypothetical  and not an
estimate  or guaranty of  performance.  Actual tax rates may vary for  different
taxpayers from those illustrated in a chart.

                               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 this class of contracts will provide a larger income
than that guaranteed for the same form of annuity under the Contracts  described
herein, the larger amount will be paid.

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

The dollar amount of Subaccount  annuity  payments after the first is determined
as follows:

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

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

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

Annuity Unit Value

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

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

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

Net Investment Factor

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

     (a)  is equal to:

          (i)  the net asset value per share of the Fund held in the  Subaccount
               determined at the end of that Valuation Period; plus

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

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

     (b)  is equal to:

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

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

     (c)  is equal to:

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

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

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


Additional Provisions

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

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

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

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



                              FINANCIAL STATEMENTS

Our  consolidated  balance  sheets and those of Variable  Account I are included
herein.  A complete  set of the  financial  statements  of the  company  and the
variable account have been filed electronically with the SEC and can be obtained
through their website at  http://www.sec.gov.  Our financial statements shall be
considered  only as bearing upon our ability to meet our  obligations  under the
contract.

<PAGE>


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












                    REPORT ON AUDITS OF FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


<PAGE>
Report of Independent Accountants

To the Stockholders and Board of Directors
AIG Life Insurance Company

In our opinion,  the accompanying  balance sheets and the related  statements of
income,  capital funds, cash flows, and comprehensive  income present fairly, in
all material  respects,  the financial position of AIG Life Insurance Company (a
wholly-owned  subsidiary of American  International Group, Inc.) at December 31,
1998 and 1997,  and the results of its operations and its cash flows for each of
the three years in the period  ended  December  31,  1998,  in  conformity  with
generally accepted  accounting  principles.  These financial  statements are the
responsibility of the Company's management;  our responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  statements  in  accordance  with  generally  accepted  auditing
standards which require that we plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.






February 5, 1999




<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                                 (in thousands)
<TABLE>


                                                                           December31,         December 31,
                                                                              1998                  1997        
Assets
<S>                                                                         <C>                   <C>  
Investments and cash:
     Fixed maturities:      
        Bonds available for sale, at market value                           $ 4,238,045           $ 2,984,255
        (cost: 1998 - $4,081,008: 1997 - $2,826,088)
     Equity securities:
        Common stock
        (cost: 1998 - $901: 1997 - $1,381)                                        2,410                 2,775
         Preferred stock
        (cost: 1998 - $18,250 : 1997 - $250)                                     19,338                   250
Mortgage loans on real estate, net                                              468,342               350,823
Real estate, net of accumulated
 depreciation of $4,351 in 1998; and $4,740 in 1997                              13,002                15,940
Policy loans                                                                  1,010,969             1,496,837
Other invested assets                                                            81,916                56,219
Short-term investments                                                          163,704               667,912
Cash                                                                              4,788                 5,132
                                                                         --------------         -------------

    Total investments and cash                                                6,002,514             5,580,143


Amounts due from related parties                                                 17,330                11,446
Investment income due and accrued                                                94,029                85,135
Premium and insurance balances receivable-net                                    56,583                46,937
Reinsurance assets                                                               72,044                60,744
Deferred policy acquisition costs                                               167,840               118,535
Federal income tax receivable                                                     4,207                     -
Separate and variable accounts                                                1,971,280             1,204,643
Other assets                                                                      6,228                 4,855
                                                                         --------------         -------------

                                    Total assets                            $ 8,392,055           $ 7,112,438
                                                                             ==========            ==========

</TABLE>

                 See accompanying notes to financial statements.


<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                      (in thousands, except share amounts)

<TABLE>
                                                                         December 31,           December 31,
                                                                            1998                   1997       
Liabilities
<S>                                                                         <C>                   <C>  
  Policyholders' funds on deposit                                           $ 4,472,854             $ 3,745,902
  Future policy benefits                                                      1,002,244                 749,918
  Reserve for unearned premiums                                                  21,468                  24,108
  Policy and contract claims                                                    200,193                 199,069
  Reserve for commissions, expenses and taxes                                    25,702                  16,103
  Insurance balances payable                                                     56,263                  47,372
  Amounts due to related parties                                                  4,119                   3,945
  Federal income tax payable                                                          -                   1,684
  Deferred income taxes                                                          56,519                  37,498
  Separate and variable accounts                                              1,971,280               1,204,643
  Minority interest                                                               5,987                   6,067
  Other liabilities                                                              59,189                 621,585
                                                                          -------------            ------------


                                    Total liabilities                         7,875,818               6,657,894
                                                                            -----------             -----------


Capital funds


  Common stock, $5 par value; 1,000,000 shares
       authorized; 976,703 shares issued and
       outstanding                                                                4,884                   4,884
  Additional paid-in capital                                                    153,283                 153,283
  Retained earnings                                                             236,521                 181,887
  Accumulated other comprehensive income                                        121,549                 114,490
                                                                           ------------           -------------


                                    Total capital funds                         516,237                 454,544
                                                                           ------------            ------------


Total liabilities and capital funds                                         $ 8,392,055             $ 7,112,438
                                                                             ==========              ==========

</TABLE>

                 See accompanying notes to financial statements.


<PAGE>

                           AIG LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME
                                 (in thousands)
<TABLE>

                                                                             Years ended December 31,                      

                                                          1998                        1997                      1996           
                                                         ---------               --------------            ------------- 
<S>                                                    <C>                       <C>                      <C>           
Revenues:
  Premiums                                              $  616,964                 $   437,650              $   394,480
  Net investment income                                    457,148                     381,868                  504,661
  Realized capital (losses)                                   (334)                     (3,025)                     (51)
                                                     -------------               -------------           -------------


                  Total revenues                         1,073,778                     816,493                  899,090
                                                         ---------                 -----------               ----------


Benefits and expenses:
  Benefits to policyholders                                272,368                     188,969                  189,933
  Increase in future policy benefits
   and policyholders' funds on deposit                     547,100                     397,481                  495,529
  Acquisition and insurance expenses                       168,075                     163,533                  161,841
                                                        ----------                 -----------               ----------

                  Total benefits and expenses              987,543                     749,983                  847,303
                                                        ----------                 -----------               ----------


Income before income taxes                                  86,235                      66,510                   51,787
                                                       -----------                ------------               ----------

Income taxes (benefits):
   Current                                                  16,218                      20,059                   25,087
   Deferred                                                 15,220                       3,964                   (5,486)
                                                       -----------               -------------              -----------

      Total income taxes                                    31,438                      24,023                   19,601
                                                       -----------                 -----------               ----------

Net income before minority interest                         54,797                      42,487                   32,186
Minority interest income (loss)                               (163)                       (128)                     154
                                                      ------------                -------------            ------------

Net income                                             $    54,634                 $    42,359              $    32,340
                                                        ==========                  ==========               ==========
</TABLE>


                 See accompanying notes to financial statements.

<PAGE>

                           AIG LIFE INSURANCE COMPANY
                           STATEMENTS OF CAPITAL FUNDS
                                 (in thousands)

<TABLE>

                                                                         Years ended December 31,                  

                                                           1998                   1997                      1996    
                                                       ------------           ------------             -------------
<S>                                                    <C>                       <C>                      <C>         
Common Stock

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

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



 Additional paid-in capital

Balance at beginning of year:                               153,283                123,283                  123,283
Capital contribution                                              -                 30,000                        -
                                                    ---------------             ----------           --------------
Balance at end of year                                      153,283                153,283                  123,283
                                                          ---------              ---------                ---------


Retained earnings

 Balance at beginning of year                               181,887                139,528                  107,188
 Net income                                                  54,634                 42,359                   32,340
                                                         ----------             ----------              -----------

 Balance at end of year                                     236,521                181,887                  139,528
                                                          ---------              ---------               ----------

Accumulated other comprehensive income

 Balance at beginning of year                               114,490                 62,814                   87,673
 Unrealized appreciation (depreciation) of
     investments - net of reclassification
     adjustments                                             10,860                 79,497                  (50,245)
 Deferred income tax (expense) benefit on
     changes                                                 (3,801)               (27,821)                  25,386
                                                        -----------             ----------               ----------

  Balance at end of year                                    121,549                114,490                   62,814
                                                          ---------              ---------               ----------



               Total capital funds                       $  516,237             $  454,544              $   330,509
                                                          =========              =========               ==========

</TABLE>

                 See accompanying notes to financial statements.



<PAGE>

                           AIG LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>


                                                                                     Years ended December 31,           

                                                                            1998               1997              1996    
                                                                         -----------        ----------       ------------
<S>                                                                      <C>             <C>                <C>         
Cash flows from operating activities:
 Net income                                                              $   54,634      $     42,359       $      32,340
                                                                          ---------       -----------        ------------

Adjustments to reconcile net income
 to net cash provided by operating
 activities:
 Non-cash revenues, expenses, gains and losses included in income:
 Change in insurance reserves                                               250,810           121,325              72,151
 Change in premiums and insurance balances
  receivable and payable -net                                                  (753)           (5,346)             11,782
 Change in reinsurance assets                                               (11,301)          157,710             (10,627)
 Change in deferred policy acquisition costs                                (49,305)          (34,248)            (23,662)
 Change in investment income due and accrued                                 (8,894)           22,133             135,480
 Realized capital losses                                                        334             3,025                  51
 Change in current and deferred income taxes -net                             9,330             2,689              (7,133)
 Change in reserves for commissions, expenses and taxes                       9,599            13,243             (21,274)
 Change in other assets and liabilities - net                               (61,575)           69,582              12,733
                                                                         -----------      -----------        ------------
         Total adjustments                                                  138,245           350,113             169,501
                                                                          ---------        ----------         -----------
 Net cash provided by operating activities                                  192,879           392,472             201,841
                                                                          ---------        ----------         -----------

Cash flows from investing activities:
 Cost of fixed maturities at market, sold                                   282,756            23,816              40,098
 Cost of fixed maturities at market, matured or redeemed                    340,435           153,963             124,621
 Cost of equity securities sold                                               1,039             3,676               2,607
 Cost of real estate sold                                                     2,585                 -                   -
 Realized capital gains                                                       1,666             1,975                 (51)
 Purchase of fixed maturities                                            (1,865,768)         (804,262)           (524,245)
 Purchase of equity securities                                              (18,559)           (1,750)             (1,678)
 Purchase of real estate                                                       (341)             (413)               (881)
 Mortgage loans granted                                                    (202,484)          (87,690)            (74,590)
 Repayments of mortgage loans                                                83,035            29,298              16,416
 Change in policy loans                                                     485,868           377,124           1,087,765
 Change in short-term investments                                           504,208          (567,876)            102,616
 Change in other invested assets                                            (11,706)            6,294              11,002
 Other - net                                                                (27,908)           11,917                 (38)
                                                                         ----------       -----------      --------------

  Net cash (used in) provided by investing activities                      (425,174)         (853,928)            783,642
                                                                          ----------       -----------         ----------

Cash flows from financing activities:
 Change in policyholders' funds on deposit                                  231,951           430,808            (980,835)
 Proceeds from capital contribution                                           -                30,000                -
                                                                    ---------------       -----------   -----------------
   Net cash provided by (used in) financing activities                      231,951           460,808            (980,835)
                                                                          ---------        ----------         ------------

Change in cash                                                                 (344)             (648)              4,648
Cash at beginning of year                                                     5,132             5,780               1,132
                                                                       ------------      ------------       -------------
Cash at end of year                                                    $      4,788     $       5,132      $        5,780
                                                                        ===========      ============       =============
</TABLE>


                 See accompanying notes to financial statements.

<PAGE>

                           AIG LIFE INSURANCE COMPANY
                       STATEMENTS OF COMPREHENSIVE INCOME
                                 (in thousands)

<TABLE>

                                                                         Years ended December 31,                  

                                                           1998                   1997                      1996    
                                                       ------------           ------------             -------------
<S>                                                    <C>                   <C>                      <C>                
Comprehensive income

Net income                                            $      54,634          $      42,359             $     32,340
                                                       ------------           ------------              -----------



Other comprehensive income

Unrealized appreciation (depreciation) of
  investments - net of reclassification
  adjustments                                                10,860                 79,497                  (50,245)
 Changes due to deferred income tax benefit
       (expense) on changes and
       future policy benefits                                (3,801)               (27,821)                  25,386
                                                       ------------           -------------             -----------

  Other comprehensive income                                  7,059                 51,676                  (24,859)
                                                       ------------           ------------              -----------

 Comprehensive income                                  $     61,693           $     94,035            $       7,481
                                                        ===========            ===========             ============



</TABLE>



                 See accompanying notes to financial statements.


<PAGE>

                           AIG LIFE INSURANCE COMPANY
                          NOTES TO FINANCIAL STATEMENTS

1.   Summary of Significant Accounting Policies

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

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

     (b)  Investments:  Fixed  maturities  available for sale, where the company
          may not have the ability or positive  intent to hold these  securities
          until  maturity,  are carried at market  value.  Interest  income with
          respect to fixed maturity securities is accrued currently. Included in
          fixed  maturities  available  for  sale  are  collateralized  mortgage
          obligations  (CMOs).  Premiums and discounts arising from the purchase
          of CMOs are treated as yield  adjustments  over their  estimated life.
          Common and  non-redeemable  preferred  stocks  are  carried at current
          market value. Dividend income is generally recognized when receivable.
          Short-term investments are carried at cost, which approximates market.

          Unrealized gains and losses from investments in equity  securities and
          fixed  maturities  available  for sale  are  reflected  as a  separate
          component of  comprehensive  income,  net of deferred income taxes and
          future policy benefits in capital funds currently.

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

          Mortgage loans on real estate are carried at unpaid principal  balance
          less unamortized loan origination fees and costs less an allowance for
          uncollectible  loans.   Interest  income  on  such  loans  is  accrued
          currently.
<PAGE>
1.   Summary of Significant Accounting Policies - (continued)

     (b)  Investments: (continued)

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

          Policy loans are carried at the aggregate unpaid principal balance.

          Other  invested  assets  consist  primarily  of  limited   partnership
          interests  which are  carried at market  value.  Unrealized  gains and
          losses from the  revaluation of these  investments  are reflected as a
          separate  component of  comprehensive  income,  net of deferred income
          taxes in capital funds currently.

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

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

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

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

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

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

<PAGE>

1.   Summary of Significant Accounting Policies - (continued)

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

     (h)  Accounting Standards:

          In June 1997, the Financial  Accounting  Standards Board (FASB) issued
          Statement  of  Financial   Accounting  Standards  No.  130  "Reporting
          Comprehensive Income" (FASB 130) and Statement of Financial Accounting
          Standards No. 131  "Disclosure  about  Segments of an  Enterprise  and
          Related Information" (FASB 131).

          FASB 130 establishes standards for reporting  comprehensive income and
          its components in a full set of general purpose financial  statements.
          FASB 130 was effective for the Company as of January 1, 1998. FASB 130
          had no  impact  on the  Company's  results  of  operations,  financial
          condition or liquidity.

          FASB 131  establishes  standards for the way companies are required to
          disclose   information  about  their  operating   segments  in  annual
          financial  statements and in interim  financial  statements.  FASB 131
          establishes,  where practicable,  standards with respect to geographic
          areas,  among other things.  Certain  descriptive  information is also
          required.  FASB 131 has been  adopted for the year ended  December 31,
          1998 by the Parent, whose operations are conducted principally through
          three  business  segments:   General  Insurance,  Life  Insurance  and
          Financial Services. All operations of the Company fall within the Life
          Insurance segment.

          In  February  1998,  FASB issued  Statement  of  Financial  Accounting
          Standards No. 132  "Employers'  Disclosures  about  Pensions and Other
          Postretirement  Benefits" (FASB 132). This statement  requires revised
          disclosures about pension and other  postretirement  benefit plans and
          does not change the  measurement or recognition of these plans.  Also,
          FASB 132  requires  additional  information  on changes in the benefit
          obligations and fair values of plan assets. FASB 132 was effective for
          the year ended  December  31, 1998 and has been adopted by the Parent.
          Information regarding the pension and postretirement  benefit plans is
          not computed on a subsidiary basis, but rather on a consolidated basis
          for all subsidiaries of the Parent and, accordingly,  is not presented
          herein.

          In June 1998, FASB issued Statement of Financial  Accounting Standards
          No. 133 "Accounting for Derivative Instruments and Hedging Activities"
          (FASB 133).  This  statement  requires  the Company to  recognize  all
          derivatives  in  the   consolidated   balance  sheet  measuring  these
          derivatives at fair value.  The  recognition of the change in the fair
          value of a derivative  depends on a number of factors,  including  the
          intended use of the derivative.  The Company  believes that the impact
          of FASB 133 on its  results  of  operations,  financial  condition  or
          liquidity will not be significant.  FASB 133 is effective for the year
          commencing January 1, 2000.

          In December 1997, the Accounting  Standards Executive Committee of the
          American  Institute of Certified  Public  Accountants  (AcSEC)  issued
          Statement of Position  (SOP) 97-3,  "Accounting by Insurance and Other
          Enterprises  for   Insurance-Related   Assessments."   This  statement
          provides   guidance   for   the   recording   of   a   liability   for
          insurance-related assessments. The statement requires that a liability
          be recognized in certain defined  circumstances.  The Company believes
          that the  impact  of this  statement  on its  results  of  operations,
          financial  condition  or  liquidity  will  not  be  significant.  This
          statement is effective for the year commencing January 1, 1999.


<PAGE>


1.   Summary of Significant Accounting Policies - (continued)

     (h)  Accounting Standards - (continued):

          In  October  1998,  AcSEC  issued  SOP  98-7,   "Deposit   Accounting:
          Accounting  for  Insurance  and  Reinsurance  Contracts  That  Do  Not
          Transfer Insurance Risk." This statement identifies several methods of
          deposit  accounting and provides  guidance on the  application of each
          method. This statement classifies insurance and reinsurance  contracts
          for which the deposit  method is  appropriate  as  contracts  that (i)
          transfer only significant  timing risk, (ii) transfer only significant
          underwriting  risk,  (iii)  transfer  neither  significant  timing nor
          underwriting  risk, and (iv) have an  indeterminate  risk. The Company
          believes  that  the  impact  of  this  statement  on  its  results  of
          operations,  financial condition or liquidity will not be significant.
          This statement is effective for the year  commencing  January 1, 2000.
          Restatement  of  previously   issued   financial   statements  is  not
          permitted.

     (i)  The financial  statements for 1997 and 1996 have been  reclassified to
          conform to the 1998 presentation.

2.   Investment Information

     (a)  Statutory Deposits: Securities with a carrying value of $2,448,000 and
          $2,454,000  were  deposited  by  the  Company  under  requirements  of
          regulatory authorities as of December 31, 1998 and 1997, respectively.

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

<TABLE>
                                                            Years ended December 31,        
                                                       1998              1997             1996 

<S>                                                 <C>               <C>              <C>     
        Fixed maturities                            $284,267          $200,097         $164,548
        Equity securities                                622                58              219
        Mortgage loans                                36,464            28,714           22,797
        Real estate                                    2,406             2,254            2,125
        Policy loans                                 120,927           148,555          314,020
        Cash and short-term investments                9,346             3,582            2,924
          Other invested assets                        8,015             2,380            2,549
                                                   ---------         ---------        ---------
                  Total investment income            462,047           385,640          509,182
        Investment expenses                            4,899             3,772            4,521
                                                   ---------         ---------        ---------

                  Net investment income             $457,148          $381,868         $504,661
                                                     =======           =======          =======


</TABLE>
<PAGE>


2.   Investment Information - (continued)

     (c)  Investment  Gains and Losses:  The net realized capital gains (losses)
          and change in unrealized  appreciation  (depreciation)  of investments
          for 1998, 1997 and 1996 are summarized below (in thousands):

<TABLE>
                                                                                       Years ended December 31,         
                                                                                 1998              1997            1996    
<S>                                                                           <C>              <C>           <C>    
    Net realized (losses) gains on investments:
        Fixed maturities                                                      $     -            $    -        $      (79)
        Equity securities                                                           84             1,975               28
        Mortgage loans                                                          (2,000)           (5,000)               -
        Real estate                                                              1,561                 -                -
        Other invested assets                                                       21                 -                -
                                                                             ---------       -----------     ------------
        Net realized gains                                                    $   (334)         $ (3,025)     $       (51)
                                                                               =======           =======       ==========

    Change in unrealized appreciation (depreciation) of investments:
          Fixed maturities                                                   $  (1,131)          $77,422         $(58,659)
        Equity securities                                                        1,203              (626)           1,517
          Other invested assets                                                 10,788             2,701            6,897
                                                                             ---------           -------        ---------
        Net change in unrealized appreciation
          (depreciation) of investments                                      $  10,860           $79,497         $(50,245)
                                                                              ========            ======          =======

</TABLE>

     Proceeds from the sale of investments in fixed maturities during 1998, 1997
     and 1996 were $282,756,000, $23,816,000, and $40,098,000, respectively.

     During  1998,  1997  and  1996,  gross  gains  of  $0,  $0,  and  $176,000,
     respectively, and gross losses of $0, $0, and $255,000,  respectively, were
     realized on dispositions of fixed maturity investments.

     During  1998,  1997 and  1996,  gross  gains of  $84,000,  $1,975,000,  and
     $28,000, respectively, were realized on disposition of equity securities.

(d)  Market  Value  of  Fixed   Maturities   and  Unrealized   Appreciation   of
     Investments:  At December  31, 1998 and 1997,  unrealized  appreciation  of
     investments in equity securities  (before  applicable taxes) included gross
     gains of  $2,854,000  and  $1,530,000  and  gross  losses of  $257,000  and
     $136,000, respectively.

     The amortized  cost and estimated  market  values of  investments  in fixed
     maturities at December 31, 1998 and 1997 are as follows (in thousands):

<TABLE>
                                                                              Gross            Gross
        1998                                              Amortized         Unrealized        Unrealized      Market
        ----                                               Cost               Gains            Losses          Value  
<S>                                                    <C>              <C>             <C>               <C>        
        Fixed maturities:
          U.S. Government and government
              agencies and authorities                   $   50,617     $      19,220   $          10     $    69,827
          States, municipalities and
              political subdivisions                        370,790            23,962           4,961         389,791
          Foreign governments                                30,431             7,201             -            37,632
          All other corporate                             3,629,170           156,316          44,691       3,740,795
                                                          ---------        ----------       ---------       ---------

        Total fixed maturities                           $4,081,008       $   206,699      $   49,662      $4,238,045
                                                          =========        ==========       =========       =========
</TABLE>
<PAGE>

2.   Investment Information - (continued)

<TABLE>
                                                                              Gross            Gross
        1997                                              Amortized         Unrealized        Unrealized      Market
        ----                                               Cost               Gains            Losses          Value  
<S>                                                    <C>              <C>             <C>               <C>        
        Fixed maturities:
          U.S. Government and government
              agencies and authorities                   $   42,866       $    14,667    $      -          $  57,533
          States, municipalities and
              political subdivisions                        371,477            21,481             252         392,706
          Foreign governments                                30,168             4,887           -              35,055
          All other corporate                             2,381,577           125,382           7,998       2,498,961
                                                          ---------        ----------      ----------       ---------

        Total fixed maturities                           $2,826,088       $   166,417     $     8,250      $2,984,255
                                                          =========        ==========      ==========       =========
</TABLE>

          The  amortized  cost and estimated  market value of fixed  maturities,
          available for sale at December 31, 1998, by contractual maturity,  are
          shown  below (in  thousands).  Actual  maturities  could  differ  from
          contractual maturities because certain borrowers may have the right to
          call  or  prepay  obligations  with  or  without  call  or  prepayment
          penalties. 

<TABLE>
                                                                                       Estimated 
                                                              Amortized                 Market
                                                                Cost                    Value

<S>                                                          <C>                    <C>        
        Due in one year or less                              $   139,701            $   144,918
        Due after one year through five years                  1,097,111              1,136,468
        Due after five years through ten years                 1,538,510              1,586,346
        Due after ten years                                    1,305,686              1,370,313
                                                              ----------              ---------

                                                             $ 4,081,008             $4,238,045
                                                               =========              =========
</TABLE>

     (e)  CMOs: CMOs are U.S. Government and Government agency backed and triple
          A-rated  securities.  CMOs  are  included  in  other  corporate  fixed
          maturities. At December 31, 1998 and 1997, the market value of the CMO
          portfolio  was  $522,844,000  and  $445,739,000,   respectively;   the
          estimated  amortized cost was  approximately  $504,077,000 in 1998 and
          $426,760,000   in  1997.   The  Company's  CMO  portfolio  is  readily
          marketable.  There  were no  derivative  (high  risk)  CMO  securities
          contained in the portfolio at December 31, 1998.

     (f)  Fixed  Maturities  Below  Investment  Grade:  At December 31, 1998 and
          1997,  the  fixed  maturities  held by the  Company  that  were  below
          investment  grade had an aggregate  amortized cost of $344,609,000 and
          $242,573,000,   respectively,   and  an  aggregate   market  value  of
          $327,217,000 and $244,417,000, respectively.

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

     (h)  Investments  Greater than 10% Equity:  The market value of investments
          in the following  company  exceeded 10% of the Company's total capital
          funds at December 31, 1998 (in thousands):

          Other Invested Assets:
          Equity Linked Investors II, L.P.              $   60,271


<PAGE>

3.   Deferred Policy Acquisition Costs

     The following reflects the policy acquisition costs deferred  (commissions,
     direct solicitation and other costs) which will be amortized against future
     income and the related current  amortization  charged to income,  excluding
     certain amounts deferred and amortized in the same period (in thousands).

                                                  Years ended December 31,    
                                            1998          1997           1996   
        Balance at beginning of year     $118,535       $84,287        $60,625
        Acquisition costs deferred         71,430        50,927         43,534
        Amortization charged to income    (22,125)      (16,679)       (19,872)
                                         --------      --------         ------
        Balance at end of year           $167,840      $118,535        $84,287
                                          =======       =======         ======

4.  Future Policy Benefits and Policyholders' Funds on Deposit

(a)  The  analysis of the future  policy  benefits and  policyholders'  funds on
     deposit at December 31, 1998 and 1997 follows (in thousands):

<TABLE>
                                                            1998                     1997   
                                                        -----------               ----------
<S>                                                    <C>                        <C>        
        Future Policy Benefits:
        Long duration contracts                        $   987,503                $   740,969
        Short duration contracts                            14,741                      8,949
                                                       -----------               ------------
                                                        $1,002,244                $   749,918
                                                         =========                 ==========

        Policyholders' funds on deposit:
        Annuities                                     $  1,385,203              $   1,265,490
        Universal life                                     184,460                    149,202
        Guaranteed investment contracts (GICs)             669,035                    379,049
        Corporate owned life insurance                   2,229,843                  1,948,558
           Other investment contracts                        4,313                      3,603
                                                      ------------               ------------
                                                      $  4,472,854              $   3,745,902
                                                      ============               ============
</TABLE>

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

          (i)  Interest   rates   (exclusive   of   immediate/terminal   funding
               annuities),  which vary by year of issuance and  products,  range
               from 3.0  percent  to 10.0  percent  within  the  first 20 years.
               Interest rates on  immediate/terminal  funding annuities are at a
               maximum  of 12.2  percent  and  grade  to not  greater  than  7.5
               percent.

          (ii) Mortality  and surrender  rates are based upon actual  experience
               modified to allow for  variations  in policy  form.  The weighted
               average lapse rate,  including  surrenders,  for individual  life
               approximated 10.1 percent.

<PAGE>


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

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

          (i)  Interest  rates  credited on deferred  annuities  vary by year of
               issuance  and range  from 3.0  percent to 7.1  percent.  Credited
               interest rate  guarantees are generally for a period of one year.
               Withdrawal  charges  generally  range  from 3.0  percent  to 10.0
               percent grading to zero over a period of 5 to 10 years.

          (ii) GICs  have  market  value  withdrawal  provisions  for any  funds
               withdrawn other than benefit responsive payments.  Interest rates
               credited  generally  range from 4.7  percent to 8.1  percent  and
               maturities range from 1 to 20 years.

          (iii)Interest rates on  corporate-owned  life  insurance  business are
               guaranteed at 4.0 percent and the weighted  average rate credited
               in 1998 was 7.0 percent.

          (iv) The  universal  life funds,  exclusive  of  corporate  owned life
               insurance  business,  have credited interest rates of 5.6 percent
               to 7.5 percent  and  guarantees  ranging  from 3.5 percent to 5.5
               percent depending on the year of issue.  Additionally,  universal
               life funds are subject to  surrender  charges that amount to 11.0
               percent of the fund  balance  and grade to zero over a period not
               longer than 20 years.

5.  Income Taxes

          (a)  The Federal income tax rate  applicable to ordinary income is 35%
               for 1998,  1997 and  1996.  Actual  tax  expense  on income  from
               operations   differs  from  the  "expected"  amount  computed  by
               applying the Federal income tax rate because of the following (in
               thousands except percentages):
<TABLE>

                                                                       Years ended December 31,                               
                                         -------------------------------------------------------------------------------------
                                                   1998                        1997                       1996          
                                         -----------------------       -----------------------   ------------------------
                                               Percent                      Percent                    Percent
                                                  of                            of                        of
                                               pre-tax                      pre-tax                    pre-tax
                                             operating                     operating                 operating
                                         Amount         Income             Amount    Income          Amount    Income 
<S>                                        <C>            <C>           <C>          <C>           <C>           <C>  
        "Expected" income tax
             expense                       $ 30,183       35.0%         $ 23,279     35.0%         $ 18,125      35.0%
        Prior year federal
             income tax benefit                 268         0.3               (6)           -           (51)     (0.1)
          State income tax                      599        0.7               673      1.0               850       1.6
        Other                                   388        0.5                77      0.1               677       1.3
                                           --------    -------        ----------    -----         ---------     -----
        Actual income tax expense           $31,438       36.5%         $ 24,023     36.1%         $ 19,601      37.8%
                                             ======     ======           =======     ====           =======      ====


</TABLE>
<PAGE>

5.   Income Taxes - (continued)

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

                                                             Years ended December 31,
                                                             1998                     1997
<S>                                                      <C>                     <C>        
    Deferred tax assets:
        Adjustment to life reserves                      $   59,903              $    51,992
        Adjustments to mortgage loans and
              investment income due and accrued               4,913                    4,250
        Adjustment to policy and contract claims              5,456                    8,816
        Other                                                 2,406                    4,292
                                                         ----------                ---------
                                                             72,678                   69,350
                                                          ---------                 --------
    Deferred tax liabilities:
        Deferred policy acquisition costs                $   55,308              $    37,559
        Unrealized appreciation on investments               65,445                   61,644
        Bond discount                                         4,911                    4,843
        Other                                                 3,533                    2,802
                                                         ----------              -----------
                                                            129,197                  106,848
                                                           --------                ---------

        Net deferred tax liability                       $   56,519               $   37,498
                                                          =========                =========

</TABLE>
     (c)  At December 31, 1998,  accumulated earnings of the Company for Federal
          income   tax   purposes    include    approximately    $2,204,000   of
          "Policyholders'  Surplus" as defined under the Code.  Under provisions
          of the Code, "Policyholders' Surplus" has not been currently taxed but
          would be taxed at current rates if distributed to the Parent. There is
          no present intention to make cash distributions  from  "Policyholders'
          Surplus" and accordingly, no provision has been made for taxes on this
          amount.

     (d)  Income taxes paid in 1998,  1997,  and 1996  amounted to  $21,184,000,
          $20,311,000, and $25,412,000, respectively.

6.   Commitments and Contingencies

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

     During 1997, the Company entered into a partnership  agreement with Private
     Equity  Investors  III,  L.P.  The  agreement  requires the Company to make
     capital   contributions   totaling  $50,000,000.   Contributions   totaling
     $10,963,000 have been made through December 31, 1998.

     During 1998, the Company entered into a partnership  agreement with Sankaty
     High Yield Asset Partners,  L.P. The agreement requires the Company to make
     capital   contributions   totaling   $2,500,000.   Contributions   totaling
     $1,868,000 have been made through December 31, 1998.

<PAGE>

7.   Fair Value of Financial Instruments

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

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

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

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

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

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

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

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

        1998                                       Fair             Carrying
                                                   Value             Amount 
<S>                                           <C>                  <C>         
        Cash and short-term investments       $    168,492         $    168,492
        Fixed maturities                         4,238,045            4,238,045
        Equity securities                           21,748               21,748
        Mortgage and policy loans                1,500,447            1,479,311

        Policyholders' funds on deposit        $ 4,554,644          $ 4,472,854

        1997                                       Fair             Carrying
                                                   Value             Amount 
        Cash and short-term investments       $    673,044         $    673,044
        Fixed maturities                         2,984,255            2,984,255
        Equity securities                            3,025                3,025
        Mortgage and policy loans                1,868,449            1,847,660
          Interest rate cap                          -                       19

        Policyholders' funds on deposit        $ 3,777,435          $ 3,745,902

</TABLE>
<PAGE>
8.  Capital Funds

     (a)  The  maximum  stockholder  dividend  which can be paid  without  prior
          regulatory  approval is subject to restrictions  relating to statutory
          surplus and statutory  net gain from  operations.  These  restrictions
          limited payment of dividends to $35,350,000 during 1998,  however,  no
          dividends were paid during the year.

     (b)  The Company's capital funds as determined in accordance with statutory
          accounting  practices  was  $298,047,000  at  December  31,  1998  and
          $285,350,000  at December 31, 1997.  Statutory net income  amounted to
          $28,789,000,  $35,350,000  and  $47,074,000  for 1998,  1997 and 1996,
          respectively.

     (c)  During 1997, the Company received a $30,000,000  surplus  contribution
          from American International Group Inc., the parent.

     (d)  Statement of Accounting Standards No. 130 "Comprehensive Income" (FASB
          130) was adopted by the Company  effective  January 1, 1998.  FASB 130
          establishes  standards  for  reporting  comprehensive  income  and its
          components as part of capital funds. The reclassification  adjustments
          with  respect  to  available  for  sale  securities  were  $(334,000),
          $(3,025,000)  and  $(51,000)  for December  31,  1998,  1997 and 1996,
          respectively.

9.   Employee Benefits

     (a)  The  Company   participates   with  its  affiliates  in  a  qualified,
          non-contributory,  defined  benefit pension plan which is administered
          by the Parent.  All  qualified  employees who have attained age 21 and
          completed  twelve  months  of  continuous   service  are  eligible  to
          participate  in this plan. An employee with 5 or more years of service
          is entitled to pension benefits beginning at normal retirement age 65.
          Benefits are based upon a  percentage  of average  final  compensation
          multiplied  by  years  of  credited  service  limited  to 44  years of
          credited service. The average final compensation is subject to certain
          limitations.  Annual funding  requirements are determined based on the
          "projected  unit  credit"  cost  method  which  attributes  a pro rata
          portion of the total projected benefit payable at normal retirement to
          each year of credited  service.  Pension  expense for current  service
          costs,  retirement  and  termination  benefits  for  the  years  ended
          December  31,  1998,  1997  and  1996  were  approximately   $272,000,
          $373,000,  and  $400,000,  respectively.  The  Parent's  plans  do not
          separately  identify  projected  benefit  obligations  and plan assets
          attributable to employees of participating  affiliates.  The projected
          benefit  obligations  exceeded the plan assets at December 31, 1998 by
          $100,000,000.

          The Parent has adopted a  Supplemental  Executive  Retirement  Program
          (Supplemental  Plan) to  provide  additional  retirement  benefits  to
          designated executives and key employees.  Under the Supplemental Plan,
          the  annual  benefit,  not to  exceed  60  percent  of  average  final
          compensation,  accrues at a percentage of average final pay multiplied
          for each year of credited  service  reduced by any  benefits  from the
          current and any predecessor retirement plans, Social Security, if any,
          and  from  any  qualified   pension  plan  of  prior  employers.   The
          Supplemental  Plan also  provides a benefit  equal to the reduction in
          benefits  payable under the AIG retirement plan as a result of Federal
          limitations   on   benefits   payable   thereunder.   Currently,   the
          Supplemental Plan is unfunded.

     (b)  The  Parent  also  sponsors  a  voluntary  savings  plan for  domestic
          employees  (a  401(k)  plan),  which,  during  the three  years  ended
          December 31,  1998,  provided for salary  reduction  contributions  by
          employees and matching  contributions by the Parent of up to 6 percent
          of annual salary depending on the employees' years of service.


<PAGE>

9.   Employee Benefits - (continued)

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

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

10.  Leases

     (a)  The Company  occupies  leased space in many  locations  under  various
          long-term  leases and has entered  into  various  leases  covering the
          long-term use of data processing equipment.  At December 31, 1998, the
          future minimum lease payments under  operating  leases were as follows
          (in thousands):

                    Year                                 Payment

                    1999                               $   4,251
                    2000                                   2,980
                    2001                                   2,530
                    2002                                   2,380
                    2003                                   1,870
                    Remaining years after 2003             1,571
                                                         -------

                    Total                              $  15,582

          Rent expense approximated $4,450,000,  $3,881,000,  and $4,263,000 for
          the years ended December 31, 1998, 1997 and 1996, respectively.

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

11.  Reinsurance

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

<PAGE>

11.  Reinsurance - (continued)

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



<TABLE>

                                                                                                              Percentage  
 December 31, 1998                                                                                            of Amount    
                                                                                                               Assumed 
                                             Gross               Ceded          Assumed             Net         to Net

<S>                                       <C>                <C>              <C>              <C>                  <C> 
      Life Insurance in Force             $53,884,853        $19,921,930      $ 896,285        $34,859,208          2.6%
                                           =============      ==========       ========         ==========

        Premiums:
          Life                                184,487             54,134          2,022            132,375          1.5%
          Accident and Health                 155,199             82,614        142,878            215,463         66.3%
          Annuity                             269,126              -               -               269,126           -
                                         ------------      -----------------  --------------    ------------

        Total Premiums                  $     608,812       $    136,748      $ 144,900      $     616,964         23.5%
                                         ============        ===========       ========       ============

                                                                                                                Percentage
                                                                                                                of Amount
    December 31, 1997                                                                                            Assumed
                                           Gross             Ceded          Assumed              Net             to Net   

      Life Insurance in Force             $52,183,971        $18,779,228      $ 935,975        $34,340,718          2.7%
                                           =============      ==========       ========         ==========

        Premiums:
          Life                                200,926             67,350          2,389            135,965          1.8%
          Accident and Health                 118,663             59,550        115,573            174,686         66.2%
          Annuity                             126,999               -               -              126,999           -
                                         ------------      -----------------  --------------    ------------

        Total Premiums                  $     446,588       $    126,900      $ 117,962      $     437,650         27.0%
                                         ============        ===========       ========       ============

                                                                                                             Percentage
                                                                                                             of Amount
    December 31, 1996                                                                                        Assumed
                                           Gross             Ceded          Assumed              Net             to Net   

      Life Insurance in Force             $53,854,456        $17,392,184      $ 605,831        $37,068,103          1.6%
                                           =============      ==========       ========         ==========

        Premiums:
          Life                                187,886             49,150            327            139,063           -
          Accident and Health                  97,971             28,359        107,447            177,059         60.7%
          Annuity                              78,358               -               -               78,358           -
                                        -------------     -------------------  --------------  -------------

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

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

     (c)  Reinsurance  recoveries,  which  reduced  death  and  other  benefits,
          approximated    $111,580,000,     $100,029,000,    and    $54,456,000,
          respectively,  for each of the years ended December 31, 1998, 1997 and
          1996.

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

12.  Transactions with Related Parties

     (a)  The  Company  is  party to  several  reinsurance  agreements  with its
          affiliates  covering  certain life and  accident and health  insurance
          risks.  Premium  income  and  commission  ceded for 1998  amounted  to
          $1,237,000  and $1,000,  respectively.  Premium  income and commission
          ceded  for 1997  amounted  to  $1,251,000  and  $1,000,  respectively.
          Premium  income  and  commission  ceded  to  affiliates   amounted  to
          $1,345,000 and $0 for the year ended December 31, 1996. Premium income
          and ceding  commission  expense  assumed  from  affiliates  aggregated
          $131,771,000  and  $31,584,000,  respectively,  for 1998,  compared to
          $110,529,000 and $24,853,000, respectively, for 1997, and $103,885,000
          and $27,609,000, respectively for 1996.

     (b)  The  Company  is party to several  cost  sharing  agreements  with its
          affiliates.  Generally, these agreements provide for the allocation of
          costs upon either the specific  identification basis or a proportional
          cost allocation basis which management believes to be reasonable.  For
          the years ended  December  31,  1998,  1997 and 1996,  the Company was
          charged $40,417,000,  $37,846,000 and $28,277,000,  respectively,  for
          expenses attributed to the Company but incurred by affiliates.  During
          the same period, the Company received  reimbursements  from affiliates
          aggregating  $23,132,000,  $18,134,000 and $17,598,000,  respectively,
          for costs incurred by the Company but attributable to affiliates.

     (c)  During 1997, a reinsurance agreement covering certain annuity policies
          was terminated.  Upon cancellation,  assets totaling $164,895,000 were
          transferred  to the Company  from  Delaware  American  Life  Insurance
          Company.

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


<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS


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

In our opinion,  the  accompanying  statements of assets and  liabilities of AIG
Life Insurance  Company Variable Account I (comprising  fifty-five  subaccounts,
hereafter  collectively  referred  to as  "Variable  Account I") and the related
statements  of  operations  and  changes in net assets  present  fairly,  in all
material respects,  the financial position of Variable Account I at December 31,
1998,  and the results of its operations for the year then ended and the changes
in its net  assets  for  each of the two  years in the  period  then  ended,  in
conformity  with  generally  accepted  accounting  principles.  These  financial
statements are the  responsibility  of the management of Variable Account I; our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We conducted  our audits of these  statements  in  accordance  with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable  assurance about whether the financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audits  provide a reasonable  basis for the opinion  expressed
above.






March 12, 1999




<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I

                       STATEMENT OF ASSETS AND LIABILITIES
                                DECEMBER 31, 1998
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
ASSETS:
      Investments at Market Value:
                                                                        Shares             Cost             Market Value
                                                                 -----------------------------------------------------------
           <S>                                                       <C>                 <C>                 <C>
           Aim
             Capital Appreciation Portfolio                               54,578.478       $ 1,264,417          $ 1,375,379
             International Equity Portfolio                               39,405.047           770,162              773,129
           Alliance
             Money Market Portfolio                                   87,464,382.020        87,464,382           87,464,382
             Premier Growth Portfolio                                 11,183,964.497       229,693,805          347,070,719
             Growth and Income Portfolio                              13,468,972.189       244,488,831          294,171,324
             International Portfolio                                   3,166,243.476        47,845,667           51,198,156
             Short-term Multi-Market Portfolio                           430,280.702         4,437,649            4,345,832
             Global Bond Portfolio                                       774,582.643         8,755,351            9,620,315
             U.S. Government High Grade Portfolio                      3,770,455.395        44,373,587           46,261,351
             Global Dollar Government Portfolio                          789,856.879        11,103,287            8,040,745
             North American Government Portfolio                       1,990,869.107        25,266,870           24,985,410
             Utility Income Portfolio                                  1,416,461.648        20,589,839           26,771,129
             Conservative Investors Portfolio                          1,993,000.613        24,955,977           27,961,800
             Growth Investors Portfolio                                  924,016.816        12,431,497           15,089,196
             Growth Portfolio                                          9,853,026.858       183,381,151          268,504,234
             Total Return Portfolio                                    2,515,769.031        39,408,330           45,434,785
             Worldwide Privatization Portfolio                         2,526,466.765        35,459,523           37,416,971
             Technology Portfolio                                      5,788,002.796        71,421,572          110,975,365
             Quasar Portfolio                                          6,090,862.698        72,743,504           67,852,212
             Real Estate Portfolio                                     1,358,808.913        15,192,810           13,289,151
             High Yield Portfolio                                      1,542,210.988        16,470,396           15,329,579
           Dreyfus
             Stock Index Portfolio                                       472,962.495        12,674,657           15,380,741
             Zero Coupon 2000 Portfolio                                   23,000.487           281,795              287,504
             Small Company Stock Portfolio                                90,013.947         1,460,496            1,358,314
           Fidelity
             Money Market Portfolio                                   10,278,490.000        10,278,489           10,278,489
             Asset Manager Portfolio                                     424,927.349         7,236,105            7,716,681
             Growth Profolio                                             261,914.119         9,459,042           11,752,084
             High Income Portfolio                                       313,814.928         3,939,369            3,618,284
             Investment Grade Bond Portfolio                             362,600.900         4,501,837            4,699,307
             Overseas Portfolio                                           59,262.592         1,148,312            1,188,215
             Contrafund Portfolio                                        114,289.631         2,436,303            2,793,240
           Merrill Lynch
             Basic Value Portfolio                                       285,965.108         4,205,189            4,195,106
             Capital Market Portfolio                                     10,057.115            73,993               64,668
             Domestic Money Market Portfolio                           3,635,913.700         3,635,915            3,635,915
             Global Strategy Portfolio                                    22,373.499           296,051              300,031
             Global Utility Portfolio                                     27,897.588           421,189              476,490
             High Current Income Portfolio                                48,670.191           512,382              492,055
             International Equity Portfolio                               62,455.020           653,802              667,020
             Natural Resources Portfolio                                   3,808.098            32,382               29,132
             Prime Bond Portfolio                                         35,090.140           426,928              429,853
             Quality Equity Portfolio                                     20,543.657           727,432              783,125
             Special Value Portfolio                                      29,175.993           614,185              582,061
           Mitchell Hutchins
             Balanced Portfolio                                           51,390.534           612,603              593,049
             Global Income Portfolio                                       2,924.764            34,118               32,378
             Growth Portfolio                                             10,813.774           186,913              194,649
             Growth & Income Portfolio                                   110,127.599         1,569,832            1,630,990
             High Income Portfolio                                        49,255.696           620,624              610,771
             Small Capital Portfolio                                      23,591.311           321,538              351,512
             Strategic Income Portfolio                                   13,818.472           168,088              168,446
             Tactical Allocations Portfolio                              691,798.099         9,763,480           10,307,793
           Van Eck
             Worldwide Hard Assets Portfolio                              14,354.877           202,942              132,066
             Worldwide Emerging Markets Portfolio                          2,668.197            22,742               18,996
           Weiss, Peck and Greer
             Tomorrow Short Term Portfolio                                54,435.216           568,226              573,745
             Tomorrow Medium Term Portfolio                               53,887.005           483,762              508,158
             Tomorrow Long Term  Portfolio                                58,870.162           484,083              543,373

             Total Investments
                                                                                     ------------------  ------------------
                                                                                       $ 1,277,573,411        1,590,325,405
                                                                                                         -------------------
                                                                                                            $ 1,590,325,405
                                                                                                         ===================
           Contract Owners' Equity                                                                          $ 1,590,325,405
                                                                                                         -------------------
                Total Equity                                                                                $ 1,590,325,405
                                                                                                         ===================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I

                             STATEMENT OF OPERATIONS
                      For The Year Ended December 31, 1998
<TABLE>
<CAPTION>
                                                                              Aim                       Aim
                                                                            Capital                International
                                                                         Appreciation                  Equity
                                                   Total                   Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Investment Income (Loss):
    Dividends                                      $65,200,792                   $36,411                     $6,219
Expenses:
    Mortality & Expense Risk Fees                   15,505,872                     8,849                      8,056
    Daily Administrative Charges                     1,850,825                     1,084                        970
                                             ------------------        ------------------        -------------------
Net Investment Income (Loss)                        47,844,095                    26,478                     (2,807)
                                             ------------------        ------------------        -------------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                    27,632,721                     1,230                      9,757
    Change in Unrealized Appreciation                                                     
        (Depreciation)                             176,614,709                   111,032                      2,909
                                             ------------------        ------------------        -------------------
    Net Gain (Loss) on Investments                 204,247,430                   112,262                     12,666
                                             ------------------        ------------------        -------------------
                                                                                          
Increase (Decrease) in Net Assets
    Resulting From Operations                     $252,091,525                  $138,740                     $9,859
                                             ==================        ==================        ===================
</TABLE>
<TABLE>
<CAPTION>
                                                                                                      Alliance
                                                 Alliance                  Alliance                    Growth
                                                   Money                    Premier                      &
                                                  Market                    Growth                     Income
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Investment Income (Loss):
    Dividends                                       $3,088,693                  $220,555                $22,949,629
Expenses:
    Mortality & Expense Risk Fees                      805,225                 2,931,741                  2,942,840
    Daily Administrative Charges                        95,939                   347,881                    352,066
                                             ------------------        ------------------        -------------------

Net Investment Income (Loss)                         2,187,529                (3,059,067)                19,654,723
                                             ------------------        ------------------        -------------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                           184                 3,478,906                  3,801,870
    Change in Unrealized Appreciation                           
        (Depreciation)                                       0                90,184,199                 18,289,890
                                             ------------------        ------------------        -------------------
    Net Gain (Loss) on Investments                         184                93,663,105                 22,091,760
                                             ------------------        ------------------        -------------------
                                                                
Increase (Decrease) in Net Assets
    Resulting From Operations                       $2,187,713               $90,604,038                $41,746,483
                                             ==================        ==================        ===================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                           Alliance                   Alliance
                                                 Alliance                 Short-Term                   Global
                                               International             Multi-Market                   Bond
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                         <C>                       <C>                       <C>
Investment Income (Loss):
    Dividends                                       $2,522,179                  $438,920                   $175,784
Expenses:
    Mortality & Expense Risk Fees                      629,792                    55,951                    115,475
    Daily Administrative Charges                        75,312                     6,701                     13,854
                                             ------------------        ------------------        -------------------

Net Investment Income (Loss)                         1,817,075                   376,268                     46,455
                                             ------------------        ------------------        -------------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                     1,036,224                   (80,540)                  (120,856)
    Change in Unrealized Appreciation 
        (Depreciation)                               2,047,659                   (83,364)                 1,173,628
                                             ------------------        ------------------        -------------------
    Net Gain (Loss) on Investments                   3,083,883                  (163,904)                 1,052,772
                                             ------------------        ------------------        -------------------
                                      
Increase (Decrease) in Net Assets
                                             ------------------        ------------------        -------------------
    Resulting From Operations                       $4,900,958                  $212,364                 $1,099,227
                                             ==================        ==================        ===================
</TABLE>
<TABLE>
<CAPTION>
                                                 Alliance
                                                   U.S.                    Alliance                   Alliance
                                                Government                  Global                     North
                                                   High                     Dollar                    American
                                                   Grade                  Government                 Government
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                           <C>                       <C>                       <C>
Investment Income (Loss):
    Dividends                                       $1,537,301                $1,367,507                 $1,912,440
Expenses:
    Mortality & Expense Risk Fees                      416,924                   131,544                    318,357
    Daily Administrative Charges                        50,428                    15,980                     38,240
                                             ------------------        ------------------        -------------------
 
Net Investment Income (Loss)                         1,069,949                 1,219,983                  1,555,843
                                             ------------------        ------------------        -------------------
 

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       347,826                  (302,952)                   895,410
    Change in Unrealized Appreciation 
        (Depreciation)                                 709,554                (3,643,766)                (1,861,942)
                                             ------------------        ------------------        -------------------
    Net Gain (Loss) on Investments                   1,057,380                (3,946,718)                  (966,532)
                                             ------------------        ------------------        -------------------
                                      
Increase (Decrease) in Net Assets
                                             ------------------        ------------------        
    Resulting From Operations                       $2,127,329               ($2,726,735)                  $589,311
                                             ==================        ==================        ===================
 
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                 Alliance                  Alliance                   Alliance
                                                  Utility                Conservative                  Growth
                                                  Income                   Investors                 Investors
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                           <C>                       <C>                       <C>
Investment Income (Loss):
    Dividends                                         $496,779                $1,663,020                 $1,214,149
Expenses:
    Mortality & Expense Risk Fees                      242,969                   323,173                    176,258
    Daily Administrative Charges                        28,927                    38,616                     21,060
                                             ------------------        ------------------        -------------------

Net Investment Income (Loss)                           224,883                 1,301,231                  1,016,831
                                             ------------------        ------------------        -------------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       907,999                   504,326                    491,122
    Change in Unrealized Appreciation 
        (Depreciation)                               3,206,582                 1,200,166                  1,216,568
                                             ------------------        ------------------        -------------------
    Net Gain (Loss) on Investments                   4,114,581                 1,704,492                  1,707,690
                                             ------------------        ------------------        -------------------
                                      
Increase (Decrease) in Net Assets
    Resulting From Operations                       $4,339,464                $3,005,723                 $2,724,521
                                             ==================        ==================        ===================

</TABLE>
<TABLE>
<CAPTION>
                                                                           Alliance                   Alliance
                                                 Alliance                    Total                   Worldwide
                                                  Growth                    Return                 Privatization
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                         <C>                       <C>                       <C>
Investment Income (Loss):
    Dividends                                      $13,139,273                $3,300,624                 $2,284,660
Expenses:
    Mortality & Expense Risk Fees                    2,781,788                   453,190                    462,628
    Daily Administrative Charges                       330,943                    54,291                     55,564
                                             ------------------        ------------------        -------------------
Net Investment Income (Loss)                        10,026,542                 2,793,143                  1,766,468
                                             ------------------        ------------------        -------------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                     9,875,339                   853,076                  1,400,478
    Change in Unrealized Appreciation 
        (Depreciation)                              34,363,300                 1,583,798                   (298,320)
                                             ------------------        ------------------        -------------------
    Net Gain (Loss) on Investments                  44,238,639                 2,436,874                  1,102,158
                                             ------------------        ------------------        -------------------
                                      
Increase (Decrease) in Net Assets
    Resulting From Operations                      $54,265,181                $5,230,017                 $2,868,626
                                             ==================        ==================        ===================

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                                                      Alliance
                                                 Alliance                  Alliance                     Real
                                                Technology                  Quasar                     Estate
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                         <C>                       <C>                       <C>
Investment Income (Loss):
    Dividends                                         $103,391                $5,119,796                   $280,542
Expenses:
    Mortality & Expense Risk Fees                      960,487                   761,213                    159,792
    Daily Administrative Charges                       113,366                    91,862                     19,340
                                             ------------------        ------------------        -------------------

Net Investment Income (Loss)                          (970,462)                4,266,721                    101,410
                                             ------------------        ------------------        -------------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                     3,219,195                   389,615                    (65,896)
    Change in Unrealized Appreciation 
        (Depreciation)                              37,132,821                (9,296,240)                (3,061,310)
                                             ------------------        ------------------        -------------------
    Net Gain (Loss) on Investments                  40,352,016                (8,906,625)                (3,127,206)
                                             ------------------        ------------------        -------------------
                                      
Increase (Decrease) in Net Assets
    Resulting From Operations                      $39,381,554               ($4,639,904)               ($3,025,796)
                                             ==================        ==================        ===================

</TABLE>
<TABLE>
<CAPTION>

                                                                                                      Dreyfus
                                                 Alliance                   Dreyfus                     Zero
                                                   High                      Stock                     Coupon
                                                   Yield                     Index                      2000
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Investment Income (Loss):
    Dividends                                          $10,220                  $186,148                    $16,152
Expenses:
    Mortality & Expense Risk Fees                      126,094                   142,470                      3,767
    Daily Administrative Charges                        15,392                    17,018                        451
                                             ------------------        ------------------        -------------------
Net Investment Income (Loss)                          (131,266)                   26,660                     11,934
                                             ------------------        ------------------        -------------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       (13,109)                 $530,479                       $876
    Change in Unrealized Appreciation 
        (Depreciation)                              (1,159,736)                2,117,029                      3,910
                                             ------------------        ------------------        -------------------
    Net Gain (Loss) on Investments                  (1,172,845)                2,647,508                      4,786
                                             ------------------        ------------------        -------------------
                                      
Increase (Decrease) in Net Assets
    Resulting From Operations                      ($1,304,111)               $2,674,168                    $16,720
                                             ==================        ==================        ===================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                  Dreyfus
                                                   Small                   Fidelity                   Fidelity
                                                  Company                    Money                     Asset
                                                   Stock                    Market                    Manager
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Investment Income (Loss):
    Dividends                                           $5,831                  $535,721                   $478,658
Expenses:
    Mortality & Expense Risk Fees                       13,001                   126,121                     71,357
    Daily Administrative Charges                         1,574                    15,087                      8,555
                                             ------------------        ------------------        -------------------
Net Investment Income (Loss)                            (8,744)                  394,513                    398,746
                                             ------------------        ------------------        -------------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       ($5,230)                     (133)                    (5,987)
    Change in Unrealized Appreciation 
        (Depreciation)                                 (81,665)                        0                    312,647
                                             ------------------        ------------------        -------------------
    Net Gain (Loss) on Investments                     (86,895)                     (133)                   306,660
                                             ------------------        ------------------        -------------------
                                      
Increase (Decrease) in Net Assets
    Resulting From Operations                         ($95,639)                 $394,380                   $705,406
                                             ==================        ==================        ===================

</TABLE>
<TABLE>
<CAPTION>
                                                                                                      Fidelity
                                                                           Fidelity                  Investment
                                                 Fidelity                    High                      Grade
                                                  Growth                    Income                      Bond
                                                 Portfolio                 Portfolio                 Portfolio

<S>                                          <C>                       <C>                       <C>
Investment Income (Loss):
    Dividends                                         $996,128                  $280,385                   $132,266
Expenses:
    Mortality & Expense Risk Fees                      111,889                    38,590                     44,618
    Daily Administrative Charges                        13,379                     4,649                      5,360
                                             ------------------        ------------------        -------------------
Net Investment Income (Loss)                           870,860                   237,146                     82,288
                                             ------------------        ------------------        -------------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       307,907                      (987)                    73,256
    Change in Unrealized Appreciation 
        (Depreciation)                               1,758,539                  (478,498)                   100,475
                                             ------------------        ------------------        -------------------
    Net Gain (Loss) on Investments                   2,066,446                  (479,485)                   173,731
                                             ------------------        ------------------        -------------------
                                      
Increase (Decrease) in Net Assets
    Resulting From Operations                       $2,937,306                 ($242,339)                  $256,019
                                             ==================        ==================        ===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                      Merrill
                                                                                                       Lynch
                                                 Fidelity                  Fidelity                    Basic
                                                 Overseas                 Contrafund                   Value
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Investment Income (Loss):
    Dividends                                         $107,451                    $6,284                         $0
Expenses:
    Mortality & Expense Risk Fees                       16,467                    16,907                     23,468
    Daily Administrative Charges                         1,979                     2,057                      2,828
                                             ------------------        ------------------        -------------------
Net Investment Income (Loss)                            89,005                   (12,680)                   (26,296)
                                             ------------------        ------------------        -------------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                        42,715                    16,299                    (16,848)
    Change in Unrealized Appreciation 
        (Depreciation)                                  27,078                   356,936                    (10,081)
                                             ------------------        ------------------        -------------------
    Net Gain (Loss) on Investments                      69,793                   373,235                    (26,929)
                                             ------------------        ------------------        -------------------
                                      
Increase (Decrease) in Net Assets
    Resulting From Operations                         $158,798                  $360,555                   ($53,225)
                                             ==================        ==================        ===================

</TABLE>
<TABLE>
<CAPTION>
                                                                            Merrill
                                                  Merrill                    Lynch                    Merrill
                                                   Lynch                   Domestic                    Lynch
                                                  Capital                    Money                     Global
                                                  Market                    Market                    Strategy
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Investment Income (Loss):
    Dividends                                               $0                   $60,417                        $17
Expenses:
    Mortality & Expense Risk Fees                          356                    15,136                      1,913
    Daily Administrative Charges                            43                     1,809                        227
                                             ------------------        ------------------        -------------------
Net Investment Income (Loss)                              (399)                   43,472                     (2,123)
                                             ------------------        ------------------        -------------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                          (645)                        0                     (1,211)
    Change in Unrealized Appreciation 
        (Depreciation)                                  (9,325)                        0                      3,979
                                             ------------------        ------------------        -------------------
    Net Gain (Loss) on Investments                      (9,970)                        0                      2,768
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets
    Resulting From Operations                         ($10,369)                  $43,472                       $645
                                             ==================        ==================        ===================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                            Merrill
                                                  Merrill                    Lynch                    Merrill
                                                   Lynch                     High                      Lynch
                                                  Global                    Current                Inertnational
                                                  Utility                   Income                     Equity
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                           <C>                       <C>                       <C>
Investment Income (Loss):
    Dividends                                           $4,148                   $19,042                         $0
Expenses:
    Mortality & Expense Risk Fees                        2,435                     2,502                      3,636
    Daily Administrative Charges                           291                       301                        435
                                             ------------------        ------------------        -------------------
Net Investment Income (Loss)                             1,422                    16,239                     (4,071)
                                             ------------------        ------------------        -------------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                          (854)                  (17,159)                    (2,979)
    Change in Unrealized Appreciation 
        (Depreciation)                                  55,302                   (20,327)                    13,217
                                             ------------------        ------------------        -------------------
    Net Gain (Loss) on Investments                      54,448                   (37,486)                    10,238
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets
    Resulting From Operations                          $55,870                  ($21,247)                    $6,167
                                             ==================        ==================        ===================

</TABLE>
<TABLE>
<CAPTION>

                                                  Merrill                   Merrill                   Merrill
                                                   Lynch                     Lynch                     Lynch
                                                  Natural                    Prime                    Quality
                                                 Resources                   Bond                      Equity
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Investment Income (Loss):
    Dividends                                               $0                   $12,171                         $0
Expenses:
    Mortality & Expense Risk Fees                          206                     2,591                      4,139
    Daily Administrative Charges                            24                       308                        496
                                             ------------------        ------------------        -------------------
Net Investment Income (Loss)                              (230)                    9,272                     (4,635)
                                             ------------------        ------------------        -------------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                           (32)                    1,852                     (6,901)
    Change in Unrealized Appreciation 
        (Depreciation)                                  (3,249)                    2,926                     55,693
                                             ------------------        ------------------        -------------------
    Net Gain (Loss) on Investments                      (3,281)                    4,778                     48,792
                                             ------------------        ------------------        -------------------
                                      
Increase (Decrease) in Net Assets
    Resulting From Operations                          ($3,511)                  $14,050                    $44,157
                                             ==================        ==================        ===================

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

                                                  Merrill                                             Mitchell
                                                   Lynch                   Mitchell                   Hutchins
                                                  Special                  Hutchins                    Global
                                                   Value                   Balanced                    Income
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Investment Income (Loss):
    Dividends                                               $0                   $75,494                     $2,125
Expenses:
    Mortality & Expense Risk Fees                        3,207                     1,233                         79
    Daily Administrative Charges                           385                       142                          9
                                             ------------------        ------------------        -------------------
Net Investment Income (Loss)                            (3,592)                   74,119                      2,037
                                             ------------------        ------------------        -------------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       (11,879)                        1                         (1)
    Change in Unrealized Appreciation 
        (Depreciation)                                 (32,123)                  (19,556)                    (1,741)
                                             ------------------        ------------------        -------------------
    Net Gain (Loss) on Investments                     (44,002)                  (19,555)                    (1,742)
                                             ------------------        ------------------        -------------------
                                      
Increase (Decrease) in Net Assets
    Resulting From Operations                         ($47,594)                  $54,564                       $295
                                             ==================        ==================        ===================
</TABLE>
<TABLE>
<CAPTION>
                                                                           Mitchell
                                                                           Hutchins                   Mitchell
                                                 Mitchell                   Growth                    Hutchins
                                                 Hutchins                      &                        High
                                                  Growth                    Income                     Income
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Investment Income (Loss):
    Dividends                                          $21,501                  $113,457                    $10,634
Expenses:
    Mortality & Expense Risk Fees                          342                     3,020                        696
    Daily Administrative Charges                            38                       344                         83
                                             ------------------        ------------------        -------------------
Net Investment Income (Loss)                            21,121                   110,093                      9,855
                                             ------------------        ------------------        -------------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                            35                     1,634                         19
    Change in Unrealized Appreciation 
        (Depreciation)                                   7,735                    61,156                     (9,852)
                                             ------------------        ------------------        -------------------
    Net Gain (Loss) on Investments                       7,770                    62,790                     (9,833)
                                             ------------------        ------------------        -------------------
                                      
Increase (Decrease) in Net Assets
    Resulting From Operations                          $28,891                  $172,883                        $22
                                             ==================        ==================        ===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                 Mitchell                  Mitchell                   Mitchell
                                                 Hutchins                  Hutchins                   Hutchins
                                                   Small                   Strategic                  Tactical
                                                  Capital                   Income                  Allocations
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Investment Income (Loss):
    Dividends                                          $16,392                    $1,987                    $66,004
Expenses:
    Mortality & Expense Risk Fees                          669                       263                     14,229
    Daily Administrative Charges                            76                        32                      1,653
                                             ------------------        ------------------        -------------------
Net Investment Income (Loss)                            15,647                     1,692                     50,122
                                             ------------------        ------------------        -------------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                           669                        16                     94,317
    Change in Unrealized Appreciation 
        (Depreciation)                                  29,971                       359                    544,313
                                             ------------------        ------------------        -------------------
    Net Gain (Loss) on Investments                      30,640                       375                    638,630
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets
    Resulting From Operations                          $46,287                    $2,067                   $688,752
                                             ==================        ==================        ===================
 
</TABLE>
<TABLE>
<CAPTION>
                                                  Van Eck                                             Van Eck
                                                 Worldwide                  Van Eck                  Worldwide
                                                   Hard                    Worldwide                  Emerging
                                                  Assets                   Balanced                   Markets
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                         <C>                       <C>                       <C>
Investment Income (Loss):
    Dividends                                          $32,095                   $86,603                         $0
Expenses:
    Mortality & Expense Risk Fees                        2,194                     2,485                        233
    Daily Administrative Charges                           252                       295                         29
                                             ------------------        ------------------        -------------------
Net Investment Income (Loss)                            29,649                    83,823                       (262)
                                             ------------------        ------------------        -------------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       (27,745)                  (38,939)                    (5,888)
    Change in Unrealized Appreciation 
        (Depreciation)                                 (66,594)                  (12,586)                    (3,745)
                                             ------------------        ------------------        -------------------
    Net Gain (Loss) on Investments                     (94,339)                  (51,525)                    (9,633)
                                             ------------------        ------------------        -------------------
                                      
Increase (Decrease) in Net Assets
    Resulting From Operations                         ($64,690)                  $32,298                    ($9,895)
                                             ==================        ==================        ===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                   WP&G                      WP&G                       WP&G
                                                 Tomorrow                  Tomorrow                   Tomorrow
                                                   Short                    Medium                      Long
                                                   Term                      Term                       Term
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Investment Income (Loss):
    Dividends                                          $26,993                   $30,480                     $8,116
Expenses:
    Mortality & Expense Risk Fees                        7,870                     8,157                      7,280
    Daily Administrative Charges                           945                       981                        874
                                             ------------------        ------------------        -------------------
Net Investment Income (Loss)                            18,178                    21,342                        (38)
                                             ------------------        ------------------        -------------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                        20,080                    34,514                     22,266
    Change in Unrealized Appreciation 
        (Depreciation)                                  25,080                    21,585                     48,693
                                             ------------------        ------------------        -------------------
    Net Gain (Loss) on Investments                      45,160                    56,099                     70,959
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets
    Resulting From Operations                          $63,338                   $77,441                    $70,921
                                             ==================        ==================        ===================

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I

                       STATEMENT OF CHANGES IN NET ASSETS
           For The Years Ended December 31, 1998 and December 31, 1997
<TABLE>
<CAPTION>
                                      1998
                                                                              Aim                       Aim
                                                                            Capital                International
                                                                         Appreciation                  Equity
                                                   Total                   Portfolio                 Portfolio
<S>                                            <C>                       <C>                       <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                   $47,844,095                   $26,478                    ($2,807)
    Realized Gain (Loss) on Investment Activity     27,632,721                     1,230                      9,757
    Change in Unrealized Appreciation
        (Depreciation) of Investments              176,614,709                   111,032                      2,909
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                252,091,525                   138,740                      9,859
                                             ------------------        ------------------        -------------------

Capital Transactions:
    Contract Deposits                              491,085,298                   478,857                    290,708
    Administrative Charges                            (523,825)                      (83)                      (157)
    Transfers Between Funds                          2,067,455                   773,522                    478,351
    Contract Withdrawals                           (96,499,599)                  (14,520)                    (8,177)
    Deferred Sales Charges                          (2,627,505)                     (265)                      (113)
    Death Benefits                                 (20,060,447)                        0                          0
    Annuity Payments                                  (328,935)                     (872)                         0
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting                                               
    From Capital Transactions                      373,112,442                 1,236,639                    760,612
                                             ------------------        ------------------        -------------------
Total Increase (Decrease) in Net Assets            625,203,967                 1,375,379                    770,471
Net Assets, at Beginning of Year                   965,121,438                         0                      2,658
                                             ------------------        ------------------        -------------------
Net Assets, at End of Year                      $1,590,325,405                $1,375,379                   $773,129
                                             ==================        ==================        ===================
</TABLE> 
<PAGE>                             
<TABLE>                               
<CAPTION>                        



                                                                                                      Alliance
                                                 Alliance                  Alliance                    Growth
                                                   Money                    Premier                      &
                                                  Market                    Growth                     Income
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                            <C>                       <C>                       <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $2,187,529               ($3,059,067)               $19,654,723
    Realized Gain (Loss) on Investment Activity            184                 3,478,906                  3,801,870
    Change in Unrealized Appreciation
        (Depreciation) of Investments                        0                90,184,199                 18,289,890
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  2,187,713                90,604,038                 41,746,483
                                             ------------------        ------------------        -------------------
Capital Transactions:
    Contract Deposits                               89,806,583                95,447,393                 73,653,111
    Administrative Charges                             (24,860)                 (102,102)                   (95,687)
    Transfers Between Funds                        (30,326,159)               26,143,071                 14,938,639
    Contract Withdrawals                           (18,403,633)              (15,647,824)               (15,694,529)
    Deferred Sales Charges                            (607,224)                 (396,170)                  (381,013)
    Death Benefits                                  (3,996,448)               (2,872,731)                (4,574,754)
    Annuity Payments                                    (6,043)                  (46,129)                   (53,904)
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting                     
    From Capital Transactions                       36,442,216               102,525,508                 67,791,863
                                             ------------------        ------------------        -------------------
Total Increase (Decrease) in Net Assets             38,629,929               193,129,546                109,538,346
Net Assets, at Beginning of Year                    48,834,453               153,941,173                184,632,978
                                             ------------------        ------------------        -------------------
Net Assets, at End of Year                         $87,464,382              $347,070,719               $294,171,324
                                             ==================        ==================        ===================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                           Alliance                   Alliance
                                                 Alliance                 Short-Term                   Global
                                               International             Multi-Market                   Bond
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $1,817,075                  $376,268                    $46,455
    Realized Gain (Loss) on Investment Activity      1,036,224                   (80,540)                  (120,856)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                2,047,659                   (83,364)                 1,173,628
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  4,900,958                   212,364                  1,099,227
                                             ------------------        ------------------        -------------------

Capital Transactions:
    Contract Deposits                                7,038,944                   572,601                  1,521,220
    Administrative Charges                             (21,767)                   (1,467)                    (3,797)
    Transfers Between Funds                         (3,601,690)                 (813,036)                (1,498,457)
    Contract Withdrawals                            (2,684,122)                 (137,245)                  (747,819)
    Deferred Sales Charges                             (63,196)                   (5,236)                   (18,867)
    Death Benefits                                    (701,054)                 (138,603)                   (59,945)
    Annuity Payments                                   (26,441)                        0                     (4,912)
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting                                               
    From Capital Transactions                          (59,326)                 (522,986)                  (812,577)
                                             ------------------        ------------------        -------------------
Total Increase (Decrease) in Net Assets              4,841,632                  (310,622)                   286,650
Net Assets, at Beginning of Year                    46,356,524                 4,656,454                  9,333,665
                                             ------------------        ------------------        -------------------
Net Assets, at End of Year                         $51,198,156                $4,345,832                 $9,620,315
                                             ==================        ==================        ===================
</TABLE>
<TABLE>
<CAPTION>
                                                 Alliance
                                                   U.S.                    Alliance                   Alliance
                                                Government                  Global                     North
                                                   High                     Dollar                    American
                                                   Grade                  Government                 Government
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $1,069,949                $1,219,983                 $1,555,843
    Realized Gain (Loss) on Investment Activity        347,826                  (302,952)                   895,410
    Change in Unrealized Appreciation
        (Depreciation) of Investments                  709,554                (3,643,766)                (1,861,942)
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  2,127,329                (2,726,735)                   589,311
                                             ------------------        ------------------        -------------------

Capital Transactions:
    Contract Deposits                               14,219,487                 2,110,887                  7,687,456
    Administrative Charges                             (15,679)                   (4,048)                   (10,439)
    Transfers Between Funds                          7,243,456                (2,090,057)                (5,608,307)
    Contract Withdrawals                            (2,747,021)                 (665,352)                (1,183,008)
    Deferred Sales Charges                             (65,540)                   (9,774)                   (17,216)
    Death Benefits                                    (783,919)                 (206,835)                  (340,406)
    Annuity Payments                                   (18,052)                   (1,404)                    (1,598)
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting                     
    From Capital Transactions                       17,832,732                  (866,583)                   526,482
                                             ------------------        ------------------        -------------------
Total Increase (Decrease) in Net Assets             19,960,061                (3,593,318)                 1,115,793
Net Assets, at Beginning of Year                    26,301,290                11,634,063                 23,869,617
                                             ------------------        ------------------        -------------------
Net Assets, at End of Year                         $46,261,351                $8,040,745                $24,985,410
                                             ==================        ==================        ===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                 Alliance                  Alliance                   Alliance
                                                  Utility                Conservative                  Growth
                                                  Income                   Investors                 Investors
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                  <C>                       <C>                       <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                      $224,883                $1,301,231                 $1,016,831
    Realized Gain (Loss) on Investment Activity        907,999                   504,326                    491,122
    Change in Unrealized Appreciation
        (Depreciation) of Investments                3,206,582                 1,200,166                  1,216,568
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  4,339,464                 3,005,723                  2,724,521
                                             ------------------        ------------------        -------------------

Capital Transactions:
    Contract Deposits                                6,858,500                 2,661,338                    884,350
    Administrative Charges                              (6,953)                  (10,209)                    (5,884)
    Transfers Between Funds                          2,924,340                 2,894,593                   (304,810)
    Contract Withdrawals                            (1,285,838)               (1,774,675)                  (765,575)
    Deferred Sales Charges                             (26,843)                  (28,627)                   (18,697)
    Death Benefits                                    (238,736)                 (413,030)                  (181,995)
    Annuity Payments                                    (8,138)                   (2,976)                    (6,090)
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting                                               
    From Capital Transactions                        8,216,332                 3,326,414                   (398,701)
                                             ------------------        ------------------        -------------------
Total Increase (Decrease) in Net Assets             12,555,796                 6,332,137                  2,325,820
Net Assets, at Beginning of Year                    14,215,333                21,629,663                 12,763,376
                                             ------------------        ------------------        -------------------
Net Assets, at End of Year                         $26,771,129               $27,961,800                $15,089,196
                                             ==================        ==================        ===================
</TABLE>
<TABLE>
<CAPTION>
                                                                           Alliance                   Alliance
                                                 Alliance                    Total                   Worldwide
                                                  Growth                    Return                 Privatization
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                           <C>                       <C>                       <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                   $10,026,542                $2,793,143                 $1,766,468
    Realized Gain (Loss) on Investment Activity      9,875,339                   853,076                  1,400,478
    Change in Unrealized Appreciation
        (Depreciation) of Investments               34,363,300                 1,583,798                   (298,320)
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 54,265,181                 5,230,017                  2,868,626
                                             ------------------        ------------------        -------------------

Capital Transactions:
    Contract Deposits                               49,572,101                12,319,642                  6,707,438
    Administrative Charges                             (93,695)                  (17,308)                   (14,321)
    Transfers Between Funds                         (1,135,432)                2,355,499                 (3,382,338)
    Contract Withdrawals                           (18,617,459)               (2,367,226)                (1,817,429)
    Deferred Sales Charges                            (568,829)                  (47,698)                   (45,577)
    Death Benefits                                  (2,978,649)                 (538,278)                  (473,793)
    Annuity Payments                                   (20,982)                  (18,495)                   (26,132)
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting                     
    From Capital Transactions                       26,157,055                11,686,136                    947,848
                                             ------------------        ------------------        -------------------
Total Increase (Decrease) in Net Assets             80,422,236                16,916,153                  3,816,474
Net Assets, at Beginning of Year                   188,081,998                28,518,632                 33,600,497
                                             ------------------        ------------------        -------------------
Net Assets, at End of Year                        $268,504,234               $45,434,785                $37,416,971
                                             ==================        ==================        ===================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                                                      Alliance
                                                 Alliance                  Alliance                     Real
                                                Technology                  Quasar                     Estate
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                         <C>                       <C>                       <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                     ($970,462)               $4,266,721                   $101,410
    Realized Gain (Loss) on Investment Activity      3,219,195                   389,615                    (65,896)
    Change in Unrealized Appreciation
        (Depreciation) of Investments               37,132,821                (9,296,240)                (3,061,310)
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 39,381,554                (4,639,904)                (3,025,796)
                                             ------------------        ------------------        -------------------

Capital Transactions:
    Contract Deposits                               21,154,826                23,067,077                  6,224,344
    Administrative Charges                             (33,685)                  (25,121)                    (5,026)
    Transfers Between Funds                         (1,088,521)                3,109,668                   (666,704)
    Contract Withdrawals                            (4,466,073)               (3,582,335)                  (418,621)
    Deferred Sales Charges                            (122,081)                 (106,351)                    (6,476)
    Death Benefits                                    (550,122)                 (620,207)                  (239,965)
    Annuity Payments                                   (15,981)                  (38,759)                    (4,118)
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting                                               
    From Capital Transactions                       14,878,363                21,803,972                  4,883,434
                                             ------------------        ------------------        -------------------

Total Increase (Decrease) in Net Assets             54,259,917                17,164,068                  1,857,638
Net Assets, at Beginning of Year                    56,715,448                50,688,144                 11,431,513
                                             ------------------        ------------------        -------------------

Net Assets, at End of Year                        $110,975,365               $67,852,212                $13,289,151
                                             ==================        ==================        ===================
</TABLE>
<TABLE>
<CAPTION>
                                                                                                      Dreyfus
                                                 Alliance                   Dreyfus                     Zero
                                                   High                      Stock                     Coupon
                                                   Yield                     Index                      2000
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                           <C>                       <C>                       <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                     ($131,266)                  $26,660                    $11,934
    Realized Gain (Loss) on Investment Activity        (13,109)                  530,479                        876
    Change in Unrealized Appreciation
        (Depreciation) of Investments               (1,159,736)                2,117,029                      3,910
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 (1,304,111)                2,674,168                     16,720
                                             ------------------        ------------------        -------------------

Capital Transactions:
    Contract Deposits                               12,091,262                 4,087,116                          0
    Administrative Charges                              (4,317)                   (5,133)                      (207)
    Transfers Between Funds                          4,347,976                 1,673,959                    (38,356)
    Contract Withdrawals                              (803,654)                 (575,676)                    (9,834)
    Deferred Sales Charges                             (18,764)                  (14,595)                      (327)
    Death Benefits                                     (52,472)                   (1,042)                    (5,638)
    Annuity Payments                                   (25,057)                     (940)                         0
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       15,534,974                 5,163,689                    (54,362)
                                             ------------------        ------------------        -------------------
Total Increase (Decrease) in Net Assets             14,230,863                 7,837,857                    (37,642)
Net Assets, at Beginning of Year                     1,098,716                 7,542,884                    325,146
                                             ------------------        ------------------        -------------------
Net Assets, at End of Year                         $15,329,579               $15,380,741                   $287,504
                                             ==================        ==================        ===================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                  Dreyfus
                                                   Small                   Fidelity                   Fidelity
                                                  Company                    Money                     Asset
                                                   Stock                    Market                    Manager
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       ($8,744)                 $394,513                   $398,746
    Realized Gain (Loss) on Investment Activity         (5,230)                     (133)                    (5,987)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                  (81,665)                        0                    312,647
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                    (95,639)                  394,380                    705,406
                                             ------------------        ------------------        -------------------
Capital Transactions:
    Contract Deposits                                  291,183                18,825,929                  1,416,269
    Administrative Charges                                (282)                   (1,705)                    (2,055)
    Transfers Between Funds                            551,143               (18,407,450)                 2,725,292
    Contract Withdrawals                                (7,095)                 (620,062)                  (292,549)
    Deferred Sales Charges                                 (60)                  (21,549)                    (8,819)
    Death Benefits                                           0                         0                          0
    Annuity Payments                                         0                         0                          0
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                          834,889                  (224,837)                 3,838,138
                                             ------------------        ------------------        -------------------
Total Increase (Decrease) in Net Assets                739,250                   169,543                  4,543,544
Net Assets, at Beginning of Year                       619,064                10,108,946                  3,173,137
                                             ------------------        ------------------        -------------------
Net Assets, at End of Year                          $1,358,314               $10,278,489                 $7,716,681
                                             ==================        ==================        ===================

</TABLE>
<TABLE>
<CAPTION>
                                                                                                      Fidelity
                                                                           Fidelity                  Investment
                                                 Fidelity                    High                      Grade
                                                  Growth                    Income                      Bond
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                      $870,860                  $237,146                    $82,288
    Realized Gain (Loss) on Investment Activity        307,907                      (987)                    73,256
    Change in Unrealized Appreciation
        (Depreciation) of Investments                1,758,539                  (478,498)                   100,475
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  2,937,306                  (242,339)                   256,019
                                             ------------------        ------------------        -------------------

Capital Transactions:
    Contract Deposits                                2,412,200                   942,566                  1,433,179
    Administrative Charges                              (4,432)                     (902)                      (920)
    Transfers Between Funds                            616,412                   739,280                    689,440
    Contract Withdrawals                              (419,770)                 (162,674)                  (162,535)
    Deferred Sales Charges                             (10,367)                   (3,671)                    (2,411)
    Death Benefits                                      (8,363)                        0                    (12,525)
    Annuity Payments                                         0                         0                       (973)
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                        2,585,680                 1,514,599                  1,943,255
                                             ------------------        ------------------        -------------------
Total Increase (Decrease) in Net Assets              5,522,986                 1,272,260                  2,199,274
Net Assets, at Beginning of Year                     6,229,098                 2,346,024                  2,500,033
                                             ------------------        ------------------        -------------------
Net Assets, at End of Year                         $11,752,084                $3,618,284                 $4,699,307
                                             ==================        ==================        ===================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                      Merrill
                                                                                                       Lynch
                                                 Fidelity                  Fidelity                    Basic
                                                 Overseas                 Contrafund                   Value
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       $89,005                  ($12,680)                  ($26,296)
    Realized Gain (Loss) on Investment Activity         42,715                    16,299                    (16,848)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   27,078                   356,936                    (10,081)
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                    158,798                   360,555                    (53,225)
                                             ------------------        ------------------        -------------------

Capital Transactions:
    Contract Deposits                                    2,682                 1,228,817                  3,969,023
    Administrative Charges                                (797)                     (105)                    (3,180)
    Transfers Between Funds                           (230,148)                1,220,420                    305,193
    Contract Withdrawals                              (114,197)                  (15,281)                   (22,602)
    Deferred Sales Charges                              (3,885)                     (227)                      (103)
    Death Benefits                                           0                         0                          0
    Annuity Payments                                         0                      (939)                         0
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         (346,345)                2,432,685                  4,248,331
                                             ------------------        ------------------        -------------------
Total Increase (Decrease) in Net Assets               (187,547)                2,793,240                  4,195,106
Net Assets, at Beginning of Year                     1,375,762                         0                          0
                                             ------------------        ------------------        -------------------
Net Assets, at End of Year                          $1,188,215                $2,793,240                 $4,195,106
                                             ==================        ==================        ===================
</TABLE>
<TABLE>
<CAPTION>
                                                                            Merrill
                                                  Merrill                    Lynch                    Merrill
                                                   Lynch                   Domestic                    Lynch
                                                  Capital                    Money                     Global
                                                  Market                    Market                    Strategy
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>                        <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                         ($399)                  $43,472                    ($2,123)
    Realized Gain (Loss) on Investment Activity           (645)                        0                     (1,211)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   (9,325)                        0                      3,979
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                    (10,369)                   43,472                        645
                                             ------------------        ------------------        -------------------
Capital Transactions:
    Contract Deposits                                   60,054                 5,035,460                    280,402
    Administrative Charges                                 (30)                   (2,053)                      (242)
    Transfers Between Funds                             15,013                (1,410,578)                    22,148
    Contract Withdrawals                                     0                   (29,036)                    (2,922)
    Deferred Sales Charges                                   0                    (1,350)                         0
    Death Benefits                                           0                         0                          0
    Annuity Payments                                         0                         0                          0
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           75,037                 3,592,443                    299,386
                                             ------------------        ------------------        -------------------
                                             ------------------        ------------------        -------------------
Total Increase (Decrease) in Net Assets                 64,668                 3,635,915                    300,031
Net Assets, at Beginning of Year                             0                         0                          0
                                             ------------------        ------------------        -------------------
Net Assets, at End of Year                             $64,668                $3,635,915                   $300,031
                                             ==================        ==================        ===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                            Merrill
                                                  Merrill                    Lynch                    Merrill
                                                   Lynch                     High                      Lynch
                                                  Global                    Current                Inertnational
                                                  Utility                   Income                     Equity
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                        $1,422                   $16,239                    ($4,071)
    Realized Gain (Loss) on Investment Activity           (854)                  (17,159)                    (2,979)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   55,302                   (20,327)                    13,217
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                     55,870                   (21,247)                     6,167
                                             ------------------        ------------------        -------------------
Capital Transactions:
    Contract Deposits                                  477,467                   536,180                    623,134
    Administrative Charges                                (264)                     (194)                      (348)
    Transfers Between Funds                            (19,952)                   12,536                     38,709
    Contract Withdrawals                                  (617)                     (297)                      (642)
    Deferred Sales Charges                                   0                         0                          0
    Death Benefits                                     (36,014)                  (34,923)                         0
    Annuity Payments                                         0                         0                          0
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                          420,620                   513,302                    660,853
                                             ------------------        ------------------        -------------------
Total Increase (Decrease) in Net Assets                476,490                   492,055                    667,020
Net Assets, at Beginning of Year                             0                         0                          0
                                             ------------------        ------------------        -------------------
Net Assets, at End of Year                            $476,490                  $492,055                   $667,020
                                             ==================        ==================        ===================
</TABLE>
<TABLE>
<CAPTION>
                                                  Merrill                   Merrill                   Merrill
                                                   Lynch                     Lynch                     Lynch
                                                  Natural                    Prime                    Quality
                                                 Resources                   Bond                      Equity
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                           <C>                       <C>                       <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                         ($230)                   $9,272                    ($4,635)
    Realized Gain (Loss) on Investment Activity            (32)                    1,852                     (6,901)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   (3,249)                    2,926                     55,693
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                     (3,511)                   14,050                     44,157
                                             ------------------        ------------------        -------------------

Capital Transactions:
    Contract Deposits                                   22,442                   638,872                    701,100
    Administrative Charges                                 (42)                     (107)                      (508)
    Transfers Between Funds                             10,243                  (222,446)                    41,014
    Contract Withdrawals                                     0                      (516)                    (2,638)
    Deferred Sales Charges                                   0                         0                          0
    Death Benefits                                           0                         0                          0
    Annuity Payments                                         0                         0                          0
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           32,643                   415,803                    738,968
                                             ------------------        ------------------        -------------------
Total Increase (Decrease) in Net Assets                 29,132                   429,853                    783,125
Net Assets, at Beginning of Year                             0                         0                          0
                                             ------------------        ------------------        -------------------
Net Assets, at End of Year                             $29,132                  $429,853                   $783,125
                                             ==================        ==================        ===================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                  Merrill                                             Mitchell
                                                   Lynch                   Mitchell                   Hutchins
                                                  Special                  Hutchins                    Global
                                                   Value                   Balanced                    Income
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       ($3,592)                  $74,119                     $2,037
    Realized Gain (Loss) on Investment Activity        (11,879)                        1                         (1)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                  (32,123)                  (19,556)                    (1,741)
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                    (47,594)                   54,564                        295
                                             ------------------        ------------------        -------------------
Capital Transactions:
    Contract Deposits                                  567,049                   538,371                     28,855
    Administrative Charges                                (463)                     (107)                        (6)
    Transfers Between Funds                             64,167                       221                      3,234
    Contract Withdrawals                                (1,089)                        0                          0
    Deferred Sales Charges                                  (9)                        0                          0
    Death Benefits                                           0                         0                          0
    Annuity Payments                                         0                         0                          0
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                          629,655                   538,485                     32,083
                                             ------------------        ------------------        -------------------
Total Increase (Decrease) in Net Assets                582,061                   593,049                     32,378
Net Assets, at Beginning of Year                             0                         0                          0
                                             ------------------        ------------------        -------------------
Net Assets, at End of Year                            $582,061                  $593,049                    $32,378
                                             ==================        ==================        ===================

</TABLE>
<TABLE>
<CAPTION>
                                                                           Mitchell
                                                                           Hutchins                   Mitchell
                                                 Mitchell                   Growth                    Hutchins
                                                 Hutchins                      &                        High
                                                  Growth                    Income                     Income
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                            <C>                       <C>                       <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       $21,121                  $110,093                     $9,855
    Realized Gain (Loss) on Investment Activity             35                     1,634                         19
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    7,735                    61,156                     (9,852)
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                     28,891                   172,883                         22
                                             ------------------        ------------------        -------------------
Capital Transactions:
    Contract Deposits                                  157,942                 1,430,900                    588,041
    Administrative Charges                                 (36)                     (339)                       (26)
    Transfers Between Funds                              7,852                    27,707                     22,734
    Contract Withdrawals                                     0                      (161)                         0
    Deferred Sales Charges                                   0                         0                          0
    Death Benefits                                           0                         0                          0
    Annuity Payments                                         0                         0                          0
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                          165,758                 1,458,107                    610,749
                                             ------------------        ------------------        -------------------
Total Increase (Decrease) in Net Assets                194,649                 1,630,990                    610,771
Net Assets, at Beginning of Year                             0                         0                          0
                                             ------------------        ------------------        -------------------
Net Assets, at End of Year                            $194,649                $1,630,990                   $610,771
                                             ==================        ==================        ===================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                 Mitchell                  Mitchell                   Mitchell
                                                 Hutchins                  Hutchins                   Hutchins
                                                   Small                   Strategic                  Tactical
                                                  Capital                   Income                  Allocations
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       $15,647                    $1,692                    $50,122
    Realized Gain (Loss) on Investment Activity            669                        16                     94,317
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   29,971                       359                    544,313
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                     46,287                     2,067                    688,752
                                             ------------------        ------------------        -------------------

Capital Transactions:
    Contract Deposits                                  297,384                   157,694                  9,858,987
    Administrative Charges                                 (90)                      (36)                    (1,224)
    Transfers Between Funds                              8,383                     9,365                   (235,126)
    Contract Withdrawals                                  (452)                     (644)                    (3,596)
    Deferred Sales Charges                                   0                         0                          0
    Death Benefits                                           0                         0                          0
    Annuity Payments                                         0                         0                          0
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                          305,225                   166,379                  9,619,041
                                             ------------------        ------------------        -------------------
Total Increase (Decrease) in Net Assets                351,512                   168,446                 10,307,793
Net Assets, at Beginning of Year                             0                         0                          0
                                             ------------------        ------------------        -------------------
Net Assets, at End of Year                            $351,512                  $168,446                $10,307,793
                                             ==================        ==================        ===================

</TABLE>
<TABLE>
<CAPTION>
                                                 Van Eck                                             Van Eck
                                                 Worldwide                  Van Eck                  Worldwide
                                                   Hard                    Worldwide                  Emerging
                                                  Assets                   Balanced                   Markets
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       $29,649                   $83,823                      ($262)
    Realized Gain (Loss) on Investment Activity        (27,745)                  (38,939)                    (5,888)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                  (66,594)                  (12,586)                    (3,745)
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                    (64,690)                   32,298                     (9,895)
                                             ------------------        ------------------        -------------------

Capital Transactions:
    Contract Deposits                                    6,896                     1,139                     26,351
    Administrative Charges                                (136)                     (118)                        (5)
    Transfers Between Funds                            (10,643)                 (403,202)                     2,545
    Contract Withdrawals                               (17,632)                  (20,077)                         0
    Deferred Sales Charges                                (552)                     (556)                         0
    Death Benefits                                           0                         0                          0
    Annuity Payments                                         0                         0                          0
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                          (22,067)                 (422,814)                    28,891
                                             ------------------        ------------------        -------------------
Total Increase (Decrease) in Net Assets                (86,757)                 (390,516)                    18,996
Net Assets, at Beginning of Year                       218,823                   390,516                          0
                                             ------------------        ------------------        -------------------
Net Assets, at End of Year                            $132,066                         0                    $18,996
                                             ==================        ==================        ===================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                   WP&G                      WP&G                       WP&G
                                                 Tomorrow                  Tomorrow                   Tomorrow
                                                   Short                    Medium                      Long
                                                   Term                      Term                       Term
                                                 Portfolio                 Portfolio                 Portfolio
<S>                                          <C>                       <C>                       <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                       $18,178                   $21,342                       ($38)
    Realized Gain (Loss) on Investment Activity         20,080                    34,514                     22,266
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   25,080                    21,585                     48,693
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                     63,338                    77,441                     70,921
                                             ------------------        ------------------        -------------------
Capital Transactions:
    Contract Deposits                                   36,622                    27,019                      9,848
    Administrative Charges                                (279)                     (392)                      (457)
    Transfers Between Funds                           (130,120)                 (273,314)                   (51,824)
    Contract Withdrawals                               (74,252)                  (48,734)                   (61,884)
    Deferred Sales Charges                              (2,160)                     (321)                    (1,986)
    Death Benefits                                           0                         0                          0
    Annuity Payments                                         0                         0                          0
                                             ------------------        ------------------        -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         (170,189)                 (295,742)                  (106,303)
                                             ------------------        ------------------        -------------------
Total Increase (Decrease) in Net Assets               (106,851)                 (218,301)                   (35,382)
Net Assets, at Beginning of Year                       680,596                   726,459                    578,755
                                             ------------------        ------------------        -------------------
Net Assets, at End of Year                            $573,745                  $508,158                   $543,373
                                             ==================        ==================        ===================

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>


                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I

                       STATEMENT OF CHANGES IN NET ASSETS
          For The Years Ended December 31, 1998 and December 31, 1997


<TABLE>
<CAPTION>
                                      1997



                                                                          Aim                      Aim
                                                                        Capital               International
                                                                      Appreciation                Equity
                                                Total                  Portfolio                Portfolio
<S>                                         <C>                      <C>                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                $13,548,504                       $0                      ($1)
    Realized Gain (Loss) on Investment Activity   8,929,886                        0                        0
    Change in Unrealized Appreciation
        (Depreciation) of Investments            98,621,120                        0                       56
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                             121,099,510                        0                       55
                                           -----------------        -----------------        -----------------

Capital Transactions:
    Contract Deposits                           397,800,076                        0                        0
    Administrative Charges                         (238,857)                       0                        0
    Transfers Between Funds                       2,388,992                        0                    2,603
    Contract Withdrawals                        (45,731,605)                       0                        0
    Deferred Sales Charges                       (1,289,690)                       0                        0
    Death Benefits                               (6,433,953)                       0                        0
    Annuity Payments                               (130,144)                       0                        0
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting                                           
    From Capital Transactions                   346,364,819                        0                    2,603
                                           -----------------        -----------------        -----------------
Total Increase (Decrease) in Net Assets         467,464,329                        0                    2,658
Net Assets, at Beginning of Year                497,657,109                        0                        0
                                           -----------------        -----------------        -----------------
Net Assets, at End of Year                     $965,121,438                       $0                   $2,658
                                           =================        =================        =================
</TABLE>                            

<PAGE>
<TABLE>                             
<CAPTION>                                                                   
                                                                                                 Alliance
                                               Alliance                 Alliance                  Growth
                                                Money                   Premier                     &
                                                Market                   Growth                   Income
                                              Portfolio                Portfolio                Portfolio
<S>                                        <C>                      <C>                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                 $1,777,756              ($1,439,376)              $5,570,129
    Realized Gain (Loss) on Investment Activity           0                1,068,076                  901,394
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     0               28,012,215               24,483,174
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                               1,777,756               27,640,915               30,954,697
                                           -----------------        -----------------        -----------------

Capital Transactions:
    Contract Deposits                           112,042,295               42,843,795               49,760,507
    Administrative Charges                          (10,967)                 (36,258)                 (42,303)
    Transfers Between Funds                    (102,000,868)              21,078,785               25,207,834
    Contract Withdrawals                         (8,610,020)              (6,264,801)              (7,571,038)
    Deferred Sales Charges                         (304,347)                (185,450)                (192,400)
    Death Benefits                               (1,442,716)                (991,469)              (1,020,337)
    Annuity Payments                                 (2,837)                 (19,084)                 (21,546)
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting                  
    From Capital Transactions                      (329,460)              56,425,518               66,120,717
                                           -----------------        -----------------        -----------------
Total Increase (Decrease) in Net Assets           1,448,296               84,066,433               97,075,414
Net Assets, at Beginning of Year                 47,386,157               69,874,740               87,557,564
                                           -----------------        -----------------        -----------------
Net Assets, at End of Year                      $48,834,453             $153,941,173             $184,632,978
                                           =================        =================        =================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                        Alliance                 Alliance
                                               Alliance                Short-Term                 Global
                                            International             Multi-Market                 Bond
                                              Portfolio                Portfolio                Portfolio
<S>                                         <C>                      <C>                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                   $454,910                 $222,684                 $381,821
    Realized Gain (Loss) on Investment Activity     357,951                   15,429                    1,224
    Change in Unrealized Appreciation
        (Depreciation) of Investments              (438,658)                 (77,786)                (424,240)
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 374,203                  160,327                  (41,195)
                                           -----------------        -----------------        -----------------

Capital Transactions:
    Contract Deposits                            11,808,046                1,806,048                2,119,563
    Administrative Charges                          (16,005)                  (1,450)                  (3,652)
    Transfers Between Funds                       3,059,259               (2,020,981)                 228,850
    Contract Withdrawals                         (1,816,013)                (245,827)                (480,067)
    Deferred Sales Charges                          (39,973)                  (6,556)                 (10,379)
    Death Benefits                                 (337,804)                  (9,754)                (143,059)
    Annuity Payments                                (18,316)                       0                   (2,250)
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting                                           
    From Capital Transactions                    12,639,194                 (478,520)               1,709,006
                                           -----------------        -----------------        -----------------
Total Increase (Decrease) in Net Assets          13,013,397                 (318,193)               1,667,811
Net Assets, at Beginning of Year                 33,343,127                4,974,647                7,665,854
                                           -----------------        -----------------        -----------------
Net Assets, at End of Year                      $46,356,524               $4,656,454               $9,333,665
                                           =================        =================        =================
</TABLE>
<TABLE>
<CAPTION>
                                               Alliance
                                                 U.S.                   Alliance                 Alliance
                                              Government                 Global                   North
                                                 High                    Dollar                  American
                                                Grade                  Government               Government
                                              Portfolio                Portfolio                Portfolio
<S>                                         <C>                      <C>                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                   $730,869                 $808,640                 $587,747
    Realized Gain (Loss) on Investment Activity     249,171                  530,664                  935,084
    Change in Unrealized Appreciation
        (Depreciation) of Investments               593,093                 (441,472)                (131,720)
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                               1,573,133                  897,832                1,391,111
                                           -----------------        -----------------        -----------------

Capital Transactions:
    Contract Deposits                             4,714,575                3,433,148               10,996,294
    Administrative Charges                           (8,042)                  (3,107)                  (5,479)
    Transfers Between Funds                       1,554,976                1,071,030                  225,186
    Contract Withdrawals                         (1,848,163)                (464,827)              (1,332,955)
    Deferred Sales Charges                          (59,106)                 (11,697)                 (32,098)
    Death Benefits                                 (209,720)                (126,761)                (280,050)
    Annuity Payments                                   (416)                    (396)                    (407)
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting                  
    From Capital Transactions                     4,144,104                3,897,390                9,570,491
                                           -----------------        -----------------        -----------------
Total Increase (Decrease) in Net Assets           5,717,237                4,795,222               10,961,602
Net Assets, at Beginning of Year                 20,584,053                6,838,841               12,908,015
                                           -----------------        -----------------        -----------------
Net Assets, at End of Year                      $26,301,290              $11,634,063              $23,869,617
                                           =================        =================        =================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                               Alliance                 Alliance                 Alliance
                                               Utility                Conservative                Growth
                                                Income                 Investors                Investors
                                              Portfolio                Portfolio                Portfolio
<S>                                         <C>                      <C>                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $37,367                 $146,157                 $148,283
    Realized Gain (Loss) on Investment Activity     357,093                  153,385                  209,404
    Change in Unrealized Appreciation
        (Depreciation) of Investments             2,221,402                1,205,590                  937,319
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                               2,615,862                1,505,132                1,295,006
                                           -----------------        -----------------        -----------------

Capital Transactions:
    Contract Deposits                             2,299,126                5,743,898                2,375,181
    Administrative Charges                           (4,445)                  (6,013)                  (3,902)
    Transfers Between Funds                         156,757                2,204,394                1,884,777
    Contract Withdrawals                           (915,938)                (898,306)                (527,920)
    Deferred Sales Charges                          (25,065)                 (26,309)                 (14,137)
    Death Benefits                                 (119,410)                (191,508)                 (46,107)
    Annuity Payments                                 (6,061)                  (1,494)                  (3,376)
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting                                           
    From Capital Transactions                     1,384,964                6,824,662                3,664,516
                                           -----------------        -----------------        -----------------
Total Increase (Decrease) in Net Assets           4,000,826                8,329,794                4,959,522
Net Assets, at Beginning of Year                 10,214,507               13,299,869                7,803,854
                                           -----------------        -----------------        -----------------
Net Assets, at End of Year                      $14,215,333              $21,629,663              $12,763,376
                                           =================        =================        =================
</TABLE>
<TABLE>
<CAPTION>
                                                                        Alliance                 Alliance
                                               Alliance                  Total                  Worldwide
                                                Growth                   Return               Privatization
                                              Portfolio                Portfolio                Portfolio
<S>                                        <C>                      <C>                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                 $3,315,111                 $660,699                 $256,298
    Realized Gain (Loss) on Investment Activity   2,595,070                  339,981                  303,968
    Change in Unrealized Appreciation
        (Depreciation) of Investments            31,408,208                2,789,900                  767,160
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                              37,318,389                3,790,580                1,327,426
                                           -----------------        -----------------        -----------------

Capital Transactions:
    Contract Deposits                            40,074,525                7,396,356               11,178,801
    Administrative Charges                          (56,285)                  (7,650)                  (7,664)
    Transfers Between Funds                      15,570,803                3,245,323                7,638,266
    Contract Withdrawals                         (8,893,975)              (1,065,417)                (953,158)
    Deferred Sales Charges                         (265,633)                 (22,403)                 (19,193)
    Death Benefits                                 (847,552)                (265,632)                (124,743)
    Annuity Payments                                 (5,714)                  (8,410)                 (12,093)
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting                  
    From Capital Transactions                    45,576,169                9,272,167               17,700,216
                                           -----------------        -----------------        -----------------
Total Increase (Decrease) in Net Assets          82,894,558               13,062,747               19,027,642
Net Assets, at Beginning of Year                105,187,440               15,455,885               14,572,855
                                           -----------------        -----------------        -----------------
Net Assets, at End of Year                     $188,081,998              $28,518,632              $33,600,497
                                           =================        =================        =================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                                                 Alliance
                                               Alliance                 Alliance                   Real
                                              Technology                 Quasar                   Estate
                                              Portfolio                Portfolio                Portfolio
<S>                                        <C>                      <C>                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                  ($482,325)               ($395,733)                ($63,344)
    Realized Gain (Loss) on Investment Activity     354,619                  337,869                   29,149
    Change in Unrealized Appreciation
        (Depreciation) of Investments               913,174                4,247,740                1,157,650
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 785,468                4,189,876                1,123,455
                                           -----------------        -----------------        -----------------

Capital Transactions:
    Contract Deposits                            23,116,434               25,866,034                5,146,970
    Administrative Charges                          (15,309)                  (5,108)                    (394)
    Transfers Between Funds                      11,066,269               14,734,073                5,496,196
    Contract Withdrawals                         (1,371,545)                (901,916)                (300,870)
    Deferred Sales Charges                          (30,116)                 (15,196)                  (7,384)
    Death Benefits                                 (171,592)                 (81,002)                 (24,737)
    Annuity Payments                                 (3,010)                 (23,011)                  (1,723)
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting                                           
    From Capital Transactions                    32,591,131               39,573,874               10,308,058
                                           -----------------        -----------------        -----------------
Total Increase (Decrease) in Net Assets          33,376,599               43,763,750               11,431,513
Net Assets, at Beginning of Year                 23,338,849                6,924,394                        0
                                           -----------------        -----------------        -----------------
Net Assets, at End of Year                      $56,715,448              $50,688,144              $11,431,513
                                           =================        =================        =================
</TABLE>
<TABLE>
<CAPTION>                                                                                         
                                                                                                  Dreyfus 
                                              Alliance                   Dreyfus                    Zero                   
                                                 High                    Stock                    Coupon
                                                Yield                    Index                     2000
                                              Portfolio                Portfolio                Portfolio
<S>                                        <C>                      <C>                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    ($1,520)                $194,540                  $17,511
    Realized Gain (Loss) on Investment Activity           6                   58,497                      942
    Change in Unrealized Appreciation
        (Depreciation) of Investments                18,918                  541,429                      753
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  17,404                  794,466                   19,206
                                           -----------------        -----------------        -----------------

Capital Transactions:
    Contract Deposits                               495,777                2,159,734                  196,470
    Administrative Charges                               (9)                  (1,043)                    (140)
    Transfers Between Funds                         586,741                3,453,754                  (56,713)
    Contract Withdrawals                             (1,197)                (191,098)                  (2,013)
    Deferred Sales Charges                                0                   (4,689)                       0
    Death Benefits                                        0                        0                        0
    Annuity Payments                                      0                        0                        0
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                     1,081,312                5,416,658                  137,604
                                           -----------------        -----------------        -----------------
Total Increase (Decrease) in Net Assets           1,098,716                6,211,124                  156,810
Net Assets, at Beginning of Year                          0                1,331,760                  168,336
                                           -----------------        -----------------        -----------------
Net Assets, at End of Year                       $1,098,716               $7,542,884                 $325,146
                                           =================        =================        =================

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                               Dreyfus
                                                Small                   Fidelity                 Fidelity
                                               Company                   Money                    Asset
                                                Stock                    Market                  Manager
                                              Portfolio                Portfolio                Portfolio
<S>                                          <C>                      <C>                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                     $9,481                 $265,168                  $82,833
    Realized Gain (Loss) on Investment Activity      (2,418)                       0                   16,597
    Change in Unrealized Appreciation
        (Depreciation) of Investments               (20,519)                       0                  141,622
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 (13,456)                 265,168                  241,052
                                           -----------------        -----------------        -----------------

Capital Transactions:
    Contract Deposits                                60,957               27,367,968                  785,125
    Administrative Charges                              (15)                    (377)                    (322)
    Transfers Between Funds                         599,833              (20,984,865)               1,596,921
    Contract Withdrawals                            (28,255)                (500,338)                 (73,541)
    Deferred Sales Charges                                0                   (2,097)                  (2,711)
    Death Benefits                                        0                        0                        0
    Annuity Payments                                      0                        0                        0
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       632,520                5,880,291                2,305,472
                                           -----------------        -----------------        -----------------
Total Increase (Decrease) in Net Assets             619,064                6,145,459                2,546,524
Net Assets, at Beginning of Year                          0                3,963,487                  626,613
                                           -----------------        -----------------        -----------------
Net Assets, at End of Year                         $619,064              $10,108,946               $3,173,137
                                           =================        =================        =================
</TABLE>
<TABLE>
<CAPTION>
                                                                                                 Fidelity
                                                                        Fidelity                Investment
                                               Fidelity                   High                    Grade
                                                Growth                   Income                    Bond
                                              Portfolio                Portfolio                Portfolio
<S>                                         <C>                      <C>                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $21,487                  $44,414                  $12,000
    Realized Gain (Loss) on Investment Activity      28,003                   11,120                    2,359
    Change in Unrealized Appreciation
        (Depreciation) of Investments               508,005                  141,397                   92,201
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 557,495                  196,931                  106,560
                                           -----------------        -----------------        -----------------

Capital Transactions:
    Contract Deposits                             1,498,080                  517,600                  709,688
    Administrative Charges                           (1,522)                    (347)                    (208)
    Transfers Between Funds                       2,705,816                1,119,803                1,299,739
    Contract Withdrawals                           (161,312)                 (84,788)                 (43,331)
    Deferred Sales Charges                           (4,871)                  (2,881)                       0
    Death Benefits                                        0                        0                        0
    Annuity Payments                                      0                        0                        0
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                     4,036,191                1,549,387                1,965,888
                                           -----------------        -----------------        -----------------
Total Increase (Decrease) in Net Assets           4,593,686                1,746,318                2,072,448
Net Assets, at Beginning of Year                  1,635,412                  599,706                  427,585
                                           -----------------        -----------------        -----------------
Net Assets, at End of Year                       $6,229,098               $2,346,024               $2,500,033
                                           =================        =================        =================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                 Merrill
                                                                                                  Lynch
                                               Fidelity                 Fidelity                  Basic
                                               Overseas                Contrafund                 Value
                                              Portfolio                Portfolio                Portfolio
<S>                                        <C>                      <C>                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $23,042                       $0                       $0
    Realized Gain (Loss) on Investment Activity       3,263                        0                        0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                (2,743)                       0                        0
                                           -----------------        -----------------        -----------------

Increase (Decrease) in Net Assets Resulting
    From Operations                                  23,562                        0                        0
                                           -----------------        -----------------        -----------------

Capital Transactions:
    Contract Deposits                               536,913                        0                        0
    Administrative Charges                             (244)                       0                        0
    Transfers Between Funds                         494,958                        0                        0
    Contract Withdrawals                            (16,014)                       0                        0
    Deferred Sales Charges                             (117)                       0                        0
    Death Benefits                                        0                        0                        0
    Annuity Payments                                      0                        0                        0
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                     1,015,496                        0                        0
                                           -----------------        -----------------        -----------------
Total Increase (Decrease) in Net Assets           1,039,058                        0                        0
Net Assets, at Beginning of Year                    336,704                        0                        0
                                           -----------------        -----------------        -----------------
Net Assets, at End of Year                       $1,375,762                       $0                       $0
                                           =================        =================        =================
</TABLE>
<TABLE>
<CAPTION>
                                                                        Merrill
                                               Merrill                   Lynch                   Merrill
                                                Lynch                   Domestic                  Lynch
                                               Capital                   Money                    Global
                                                Market                   Market                  Strategy
                                              Portfolio                Portfolio                Portfolio
<S>                                        <C>                      <C>                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                         $0                       $0                       $0
    Realized Gain (Loss) on Investment Activity           0                        0                        0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     0                        0                        0
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       0                        0                        0
                                           -----------------        -----------------        -----------------

Capital Transactions:
    Contract Deposits                                     0                        0                        0
    Administrative Charges                                0                        0                        0
    Transfers Between Funds                               0                        0                        0
    Contract Withdrawals                                  0                        0                        0
    Deferred Sales Charges                                0                        0                        0
    Death Benefits                                        0                        0                        0
    Annuity Payments                                      0                        0                        0
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                             0                        0                        0
                                           -----------------        -----------------        -----------------
Total Increase (Decrease) in Net Assets                   0                        0                        0
Net Assets, at Beginning of Year                          0                        0                        0
                                           -----------------        -----------------        -----------------
Net Assets, at End of Year                               $0                       $0                       $0
                                           =================        =================        =================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                        Merrill
                                               Merrill                   Lynch                   Merrill
                                                Lynch                     High                    Lynch
                                                Global                  Current               Inertnational
                                               Utility                   Income                   Equity
                                              Portfolio                Portfolio                Portfolio
<S>                                       <C>                      <C>                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                         $0                       $0                       $0
    Realized Gain (Loss) on Investment Activity           0                        0                        0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     0                        0                        0
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       0                        0                        0
                                           -----------------        -----------------        -----------------

Capital Transactions:
    Contract Deposits                                     0                        0                        0
    Administrative Charges                                0                        0                        0
    Transfers Between Funds                               0                        0                        0
    Contract Withdrawals                                  0                        0                        0
    Deferred Sales Charges                                0                        0                        0
    Death Benefits                                        0                        0                        0
    Annuity Payments                                      0                        0                        0
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                             0                        0                        0
                                           -----------------        -----------------        -----------------
Total Increase (Decrease) in Net Assets                   0                        0                        0
Net Assets, at Beginning of Year                          0                        0                        0
                                           -----------------        -----------------        -----------------
Net Assets, at End of Year                               $0                       $0                       $0
                                           =================        =================        =================
</TABLE>
<TABLE>
<CAPTION>
                                               Merrill                  Merrill                  Merrill
                                                Lynch                    Lynch                    Lynch
                                               Natural                   Prime                   Quality
                                              Resources                   Bond                    Equity
                                              Portfolio                Portfolio                Portfolio
<S>                                         <C>                      <C>                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                         $0                       $0                       $0
    Realized Gain (Loss) on Investment Activity           0                        0                        0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     0                        0                        0
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       0                        0                        0
                                           -----------------        -----------------        -----------------

Capital Transactions:
    Contract Deposits                                     0                        0                        0
    Administrative Charges                                0                        0                        0
    Transfers Between Funds                               0                        0                        0
    Contract Withdrawals                                  0                        0                        0
    Deferred Sales Charges                                0                        0                        0
    Death Benefits                                        0                        0                        0
    Annuity Payments                                      0                        0                        0
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                             0                        0                        0
                                           -----------------        -----------------        -----------------
Total Increase (Decrease) in Net Assets                   0                        0                        0
Net Assets, at Beginning of Year                          0                        0                        0
                                           -----------------        -----------------        -----------------
Net Assets, at End of Year                               $0                       $0                       $0
                                           =================        =================        =================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                               Merrill                                           Mitchell
                                                Lynch                   Mitchell                 Hutchins
                                               Special                  Hutchins                  Global
                                                Value                   Balanced                  Income
                                              Portfolio                Portfolio                Portfolio
<S>                                        <C>                      <C>                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                         $0                       $0                       $0
    Realized Gain (Loss) on Investment Activity           0                        0                        0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     0                        0                        0
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       0                        0                        0
                                           -----------------        -----------------        -----------------

Capital Transactions:
    Contract Deposits                                     0                        0                        0
    Administrative Charges                                0                        0                        0
    Transfers Between Funds                               0                        0                        0
    Contract Withdrawals                                  0                        0                        0
    Deferred Sales Charges                                0                        0                        0
    Death Benefits                                        0                        0                        0
    Annuity Payments                                      0                        0                        0
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                             0                        0                        0
                                           -----------------        -----------------        -----------------
Total Increase (Decrease) in Net Assets                   0                        0                        0
Net Assets, at Beginning of Year                          0                        0                        0
                                           -----------------        -----------------        -----------------
Net Assets, at End of Year                               $0                       $0                       $0
                                           =================        =================        =================
</TABLE>
<TABLE>
<CAPTION>
                                                                        Mitchell
                                                                        Hutchins                 Mitchell
                                               Mitchell                  Growth                  Hutchins
                                               Hutchins                    &                       High
                                                Growth                   Income                   Income
                                              Portfolio                Portfolio                Portfolio
<S>                                       <C>                      <C>                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                         $0                       $0                       $0
    Realized Gain (Loss) on Investment Activity           0                        0                        0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     0                        0                        0
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       0                        0                        0
                                           -----------------        -----------------        -----------------

Capital Transactions:
    Contract Deposits                                     0                        0                        0
    Administrative Charges                                0                        0                        0
    Transfers Between Funds                               0                        0                        0
    Contract Withdrawals                                  0                        0                        0
    Deferred Sales Charges                                0                        0                        0
    Death Benefits                                        0                        0                        0
    Annuity Payments                                      0                        0                        0
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                             0                        0                        0
                                           -----------------        -----------------        -----------------
Total Increase (Decrease) in Net Assets                   0                        0                        0
Net Assets, at Beginning of Year                          0                        0                        0
                                           -----------------        -----------------        -----------------
Net Assets, at End of Year                               $0                       $0                       $0
                                           =================        =================        =================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                               Mitchell                 Mitchell                 Mitchell
                                               Hutchins                 Hutchins                 Hutchins
                                                Small                  Strategic                 Tactical
                                               Capital                   Income                Allocations
                                              Portfolio                Portfolio                Portfolio
<S>                                        <C>                      <C>                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                         $0                       $0                       $0
    Realized Gain (Loss) on Investment Activity           0                        0                        0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     0                        0                        0
                                           -----------------        -----------------        -----------------

Increase (Decrease) in Net Assets Resulting
    From Operations                                       0                        0                        0
                                           -----------------        -----------------        -----------------

Capital Transactions:
    Contract Deposits                                     0                        0                        0
    Administrative Charges                                0                        0                        0
    Transfers Between Funds                               0                        0                        0
    Contract Withdrawals                                  0                        0                        0
    Deferred Sales Charges                                0                        0                        0
    Death Benefits                                        0                        0                        0
    Annuity Payments                                      0                        0                        0
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                             0                        0                        0
                                           -----------------        -----------------        -----------------
Total Increase (Decrease) in Net Assets                   0                        0                        0
Net Assets, at Beginning of Year                          0                        0                        0
                                           -----------------        -----------------        -----------------
Net Assets, at End of Year                               $0                       $0                       $0
                                           =================        =================        =================
</TABLE>
<TABLE>
<CAPTION>
                                               Van Eck                                           Van Eck
                                              Worldwide                 Van Eck                 Worldwide
                                                 Hard                  Worldwide                 Emerging
                                                Assets                  Balanced                 Markets
                                              Portfolio                Portfolio                Portfolio
<S>                                        <C>                      <C>                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                     $2,655                    ($758)                      $0
    Realized Gain (Loss) on Investment Activity       5,096                    7,673                        0
    Change in Unrealized Appreciation
        (Depreciation) of Investments               (10,767)                   6,663                        0
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  (3,016)                  13,578                        0
                                           -----------------        -----------------        -----------------

Capital Transactions:
    Contract Deposits                                21,151                  178,444                        0
    Administrative Charges                              (94)                     (91)                       0
    Transfers Between Funds                         101,597                  107,211                        0
    Contract Withdrawals                            (17,458)                  (5,505)                       0
    Deferred Sales Charges                             (674)                     (23)                       0
    Death Benefits                                        0                        0                        0
    Annuity Payments                                      0                        0                        0
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       104,522                  280,036                        0
                                           -----------------        -----------------        -----------------
Total Increase (Decrease) in Net Assets             101,506                  293,614                        0
Net Assets, at Beginning of Year                    117,317                   96,902                        0
                                           -----------------        -----------------        -----------------
Net Assets, at End of Year                         $218,823                 $390,516                       $0
                                           =================        =================        =================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                 WP&G                     WP&G                     WP&G
                                               Tomorrow                 Tomorrow                 Tomorrow
                                                Short                    Medium                    Long
                                                 Term                     Term                     Term
                                              Portfolio                Portfolio                Portfolio
<S>                                        <C>                      <C>                      <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                    $64,192                  $53,053                  $42,714
    Realized Gain (Loss) on Investment Activity      17,171                   14,690                   27,356
    Change in Unrealized Appreciation
        (Depreciation) of Investments               (26,629)                   1,490                    6,495
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                  54,734                   69,233                   76,565
                                           -----------------        -----------------        -----------------

Capital Transactions:
    Contract Deposits                               254,541                  137,015                  159,017
    Administrative Charges                              (96)                    (183)                    (133)
    Transfers Between Funds                         261,671                  445,893                  253,101
    Contract Withdrawals                            (15,648)                 (18,291)                (110,060)
    Deferred Sales Charges                             (202)                     (34)                  (3,949)
    Death Benefits                                        0                        0                        0
    Annuity Payments                                      0                        0                        0
                                           -----------------        -----------------        -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       500,266                  564,400                  297,976
                                           -----------------        -----------------        -----------------
Total Increase (Decrease) in Net Assets             555,000                  633,633                  374,541
Net Assets, at Beginning of Year                    125,596                   92,826                  204,214
                                           -----------------        -----------------        -----------------
Net Assets, at End of Year                         $680,596                 $726,459                 $578,755
                                           =================        =================        =================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I

                          NOTES TO FINANCIAL STATEMENTS

1. History

Variable Account I (the "Account") is a separate  investment account established
under the  provisions of Delaware  Insurance Law by AIG Life  Insurance  Company
(the "Company"), a wholly-owned subsidiary of American International Group, Inc.
The Account  operates as a unit investment trust registered under the Investment
Company Act of 1940,  as amended,  and supports the  operations of the Company's
individual  single  purchase  payment  deferred   variable  annuity   contracts,
individual  flexible  premium  deferred  variable  annuity  contracts  and group
flexible premium  deferred  variable annuity  contracts (the  "contracts").  The
following  products  are  offered by the  Account:  Alliance  Gallery,  Profile,
Ovation,  Trilogy,  and Paradigm.  The Account invests in shares of AIM Variable
Insurance  Fund ("AIM  Fund"),  Alliance  Variable  Products  Series Fund,  Inc.
("Alliance Fund"),  Dreyfus Variable Investment Fund ("Dreyfus Fund"),  Fidelity
Investments  Variable  Insurance  Products  Fund  ("Fidelity  Trust"),  Fidelity
Variable  Insurance  Products  Fund II  ("Fidelity  Trust  II"),  Merrill  Lynch
Variable  Series  Funds  ("Merrill  Lynch"),   Mitchell  Hutchins  Series  Trust
("Mitchell  Hutchins"),  Van Eck  Investment  Trust ("Van Eck Trust") and Weiss,
Peck & Greer ("Tomorrow  Funds").  The assets in the policies may be invested in
the following subaccounts.

AIM Fund:                               Fidelity Trust II:
   International Equity Portfolio           Asset Manager Portfolio
   Capital Appreciation Portfolio           Investment Grade Bond Portfolio
                                            Contrafund Portfolio
Alliance Fund:
   Growth & Income Portfolio            Merrill Lynch Fund:
   Conservative Investors Portfolio         Basic Value Portfolio
   Growth Portfolio                         Capital Market Portfolio
   Growth Investors Portfolio               Domestic Money Market Portfolio
   Quasar Portfolio                         Global Strategy Portfolio
   Technology Portfolio                     Global Utility Portfolio
   Money Market Portfolio                   High Current Income Portfolio
   Premier Growth Portfolio                 International Equity Portfolio
   International Portfolio                  Natural Resources Portfolio
   Short-Term Multi-Market Portfolio        Prime Bond Portfolio
   Global Bond Portfolio                    Quality Equity Portfolio
   U.S. Government Portfolio                Special Value Portfolio
   Global Dollar Government Portfolio
   North American Government Portfolio  Mitchell Hutchins Trust:
   Utility Income Portfolio                 Balanced Portfolio
   Total Return Portfolio                   Global Income Portfolio
   Worldwide Privatization Portfolio        Growth Portfolio
   Real Estate Portfolio                    Growth & Income Portfolio
   High Yield Portfolio                     High Income Portfolio
                                            Small Capital Portfolio
Dreyfus Fund:                               Strategic Income Portfolio
   Stock Index Portfolio                    Tactical Allocations Portfolio
   Zero Coupon 2000 Portfolio
   Small Company Stock Portfolio        Van Eck Trusts:
                                            Worldwide Hard Assets Portfolio
Fidelity Trust:                             Worldwide Emerging Markets Portfolio
   Money Market Portfolio                   Worldwide Balanced Portfolio 
   High Income Portfolio                        (Fund closed 06/29/98)
   Growth Portfolio                     Weiss, Peck & Greer Tomorrow Funds:
   Overseas Portfolio                       Tomorrow Long Term Portfolio
                                            Tomorrow Medium Term Portfolio
                                            Tomorrow Short Term Portfolio

<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I

                    NOTES TO FINANCIAL STATEMENTS (continued)


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

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


2. Summary of Significant Accounting Policies

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

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

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

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

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

3. Contract Charges

Daily  charges  for  mortality  and  expense  risks  assumed by the  Company are
assessed  through  the daily unit value  calculation  and are  equivalent  on an
annual basis to 1.25% of the value of the contracts.

Daily charges for  administrative  expenses are assessed  through the daily unit
value calculation and are equivalent on an annual basis to 0.15% of the value of
the contracts.  In addition, an annual  administrative  expense charge of $30 is
assessed against each contract on its anniversary date by surrendering units.

Daily charges for the Accidental Death Benefit (ADB) option are assessed through
the daily unit value  calculation on all contracts that have elected this option
and are  equivalent  on an annual basis to 0.05% of the value of the  contracts.
These  charges are included as part of the  mortality and expense risk fees line
of the Statement of Operations.

The contracts provide that in the event that a contract owner withdraws all or a
portion of the contract  value within the  surrender  charge period they will be
assessed a deferred sales charge.  The deferred sales charge is based on a table
of charges,  of which the maximum  charge is 6% of the contract value for single
premium  contracts  subject to a maximum of 8.5% of premiums and 6% of premiums,
paid for flexible premium contracts.

Certain  states impose  premium  taxes upon  contracts.  The Company  intends to
advance premium taxes due until the contract is surrendered or annuitized.
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I

                    NOTES TO FINANCIAL STATEMENTS (continued)
<TABLE>
<CAPTION>
4. Purchases of Investments

For the year ended  December  31, 1998,  investment  activity in the Fund was as
follows:

                                                     Cost of           Proceeds
                                                    Purchases         From Sales
<S>                                             <C>                <C>
Shares of
AIM:
        Capital Appreciation  Portfolio            $ 1,344,539          $ 81,351
        International Equity Portfolio               1,566,560           808,755
Alliance Funds:
        Money Market Portfolio                     104,309,381        65,679,448
        Premier Growth Portfolio                   110,468,523        11,034,383
        Growth & Income Portfolio                  102,772,000        15,334,385
        International Portfolio                      9,130,019         7,372,272
        Short-Term Multi-Market Portfolio            2,682,779         2,829,496
        Global Bond Market Portfolio                 2,013,028         2,779,147
        U.S. Government High Grade Portfolio        25,632,440         6,727,622
        Global Dollar Government Portfolio           4,093,316         3,739,917
        North American Government Portfolio          9,030,785         6,948,461
        Utility Income Portfolio                    11,812,459         3,371,236
        Conservative Investors Portfolio             8,749,318         4,122,016
        Growth Investors Portfolio                   3,268,336         2,649,865
        Growth Portfolio                            56,639,414        20,465,070
        Total Return Portfolio                      18,565,164         4,085,884
        Worldwide Privatization Portfolio            8,829,063         6,114,746
        Technology Portfolio                        25,227,667        11,339,118
        Quasar Portfolio                            33,049,740         6,979,048
        Real Estate Portfolio                        8,228,432         3,243,588
        High Yield Portfolio                        22,383,965         6,980,257
Dreyfus
        Stock Index Portfolio                        7,114,507         1,924,156
        Zero Coupon 2000 Portfolio                      21,756            64,177
        Small Company Portfolio                        912,317            86,172
Fidelity Trust Funds:
        Money Market Portfolio                      20,390,709        20,221,175
        Asset Manager Portfolio                      4,733,438           496,552
        Growth Portfolio                             5,512,114         2,055,567
        High Income Portfolio                        2,134,586           382,841
        Investment Grade Bond Portfolio              3,146,980         1,121,436
        Overseas Portfolio                             259,217           516,558
        Contrafund Portfolio                         2,675,514           255,508
Merrill Lynch
        Basic Value Portfolio                        4,399,244           177,207
        Capital Market Portfolio                        81,194             6,556
        Domestic Money Market Portfolio              5,009,192         1,373,278
        Global Strategy Portfolio                      309,184            11,922
        Global Utility Portfolio                       505,490            83,447
        High Current Income Portfolio                  646,548           117,007
        International Equity Portfolio                 697,326            40,545
        Natural Resources Portfolio                     32,703               289
        Prime Bond Portfolio                           754,606           329,530
        Quality Equity Portfolio                       787,446            53,113
        Special Value Portfolio                        658,873            32,809
Mitchell Hutchins
        Balanced Income Portfolio                      613,571               969
        Global Income Portfolio                         34,214                95
        Growth Portfolio                               187,269               391
        Growth and Income Portfolio                  1,592,385            24,187
        High Income Portfolio                          621,280               675
        Small Capital Portfolio                        324,239             3,370
        Strategic Income Portfolio                     168,775               703
        Tactical Allocations Portfolio              10,236,632           567,469
Van Eck:
        Worldwide Hard Assets Portfolio                 95,977            88,394
        Worldwide Balanced Portfolio                   101,524           440,603
        Worldwide Emerging Markets Portfolio            39,716            11,086
Weiss, Peck, & Greer:
        Tomorrow Short Term Portfolio                  122,794           274,804
        Tomorrow Medium Term Portfolio                 112,050           386,450
        Tomorrow Long Term Portfolio                    52,459           158,800

<PAGE>

For the year ended  December  31, 1997,  investment  activity in the Fund was as
follows:

AIM:
        International Equity Portfolio                 $ 2,603               $ 2
Alliance Variable Product Series Fund, Inc.:
        Money Market Portfolio                      67,305,299        65,857,004
        Premier Growth Portfolio                    58,784,038         3,797,460
        Growth & Income Portfolio                   74,460,117         2,769,272
        International Portfolio                     16,031,756         2,937,651
        Short-Term Multi-Market Portfolio            3,182,206         3,438,048
        Global Bond Portfolio                        4,091,379         2,000,550
        U.S. Government High Grade Portfolio         8,794,260         3,919,288
        Global Dollar Government Portfolio           6,675,204         1,969,175
        North American Government Portfolio         13,547,222         3,388,988
        Utility Income Portfolio                     3,355,494         1,933,163
        Conservative Investors Portfolio             8,283,399         1,312,581
        Growth Investors Portfolio                   5,396,178         1,583,376
        Growth Portfolio                            54,506,591         5,615,308
        Total Return Portfolio                      11,219,656         1,286,790
        Worldwide Privatization Portfolio           18,993,504         1,036,988
        Technology Portfolio                        34,021,733         1,912,926
        Quasar Portfolio                            41,248,107         2,069,946
        Real Estate Investment Portfolio            10,774,880           530,167
        High Yield Portfolio                         1,080,228               437
Dreyfus:
        Stock Index Portfolio                        5,881,514           270,314
        Zero Coupon 2000 Portfolio                     350,113           194,996
        Small Company Stock Portfolio                  697,691            55,690
Fidelity Trust Funds:
        Money Market Portfolio                      21,256,393        15,110,935
        Asset Manager Portfolio                      2,696,004           307,699
        Growth Portfolio                             4,292,328           234,649
        High Income Portfolio                        1,734,753           140,950
        Investment Grade Bond Portfolio              2,152,819           174,932
        Overseas Portfolio                           1,074,495            35,955
Van Eck:
        Worldwide Hard Assets Portfolio                223,599           116,430
        Worldwide Balanced Portfolio                   378,769            99,491
Weiss, Peck, & Greer:
        Tomorrow Short Term Portfolio                  692,629           128,170
        Tomorrow Medium Term Portfolio                 706,268            88,817
        Tomorrow Long Term Portfolio                   469,133           128,444
</TABLE>

<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I

                    NOTES TO FINANCIAL STATEMENTS (continued)


5.  Net Increase (Decrease) in Accumulation Units

For the year ended December 31, 1998,  transactions in accumulation units of the
account were as follows:
<TABLE>

                                                                          Aim
                                                        Aim              Capital                 Aim
                                                      Capital         Appreciation          International
                                                   Appreciation          ADB                  Equity
                                              3      Portfolio       2 Portfolio       3     Portfolio
     VARIABLE ANNUITY                                   --                  --                   --
<S>                                                  <C>                    <C>              <C>      
Units Purchased                                      47,558.86              0.00             25,522.92
Units Withdrawn                                      (3,959.15)             0.00               (790.21)
Units Transferred Between Funds                      75,660.93              0.00             42,197.50
Units Transferred From (To) AIG Life                      0.00              0.00                 0.00
                                                   -----------           ------            ----------
Net Increase (Decrease)                             119,260.64              0.00            66,930.21
Units, at Beginning of the Year                           0.00              0.00               262.97
                                                   -----------            ------           ----------
Units, at End of the Year                           119,260.64              0.00            67,193.18
                                                   ===========            ======           ==========

Unit Value at December 31, 1998               $          11.31    $        11.30         $       11.51
                                                   ===========            ======           ==========
</TABLE>
<TABLE>

                                                        Aim                                  Alliance
                                                   International        Alliance               Money
                                                      Equity              Money                Market
                                                        ADB              Market                 ADB
                                            2        Portfolio     1   Portfolio     2      Portfolio
     VARIABLE ANNUITY                                     --                --                   --
<S>                                                       <C>       <C>                     <C>       
Units Purchased                                           0.00      7,509,842.45            257,459.65
Units Withdrawn                                           0.00     (1,988,422.77)              (118.06)
Units Transferred Between Funds                           0.00     (2,575,889.22)           (84,563.38)
Units Transferred From (To) AIG Life                      0.00         20,243.98                  0.00
                                                        ------     -------------           -----------
Net Increase (Decrease)                                   0.00      2,965,774.44            172,778.21
Units, at Beginning of the Year                           0.00      4,291,499.61                  0.00
                                                        ------     -------------           -----------
Units, at End of the Year                                 0.00      7,257,274.05            172,778.21
                                                        ======     =============           ===========

Unit Value at December 31, 1998                      $   11.50   $         11.77       $         11.76
                                                        ======     =============           ===========
</TABLE>
Footnote 1 are all funds except for ADB and Profile.
Footnote 2 are funds with ADB.
Footnote 3 are the Profile funds.
<PAGE>
<TABLE>

                                                                        Alliance
                                                     Alliance             Premier            Alliance
                                                     Premier              Growth              Premier
                                                     Growth                ADB                 Growth
                                             1       Portfolio       2   Portfolio        3 Portfolio
     VARIABLE ANNUITY                                    --                --                    --
<S>                                               <C>                 <C>                    <C>      
Units Purchased                                   3,171,897.12        178,832.87             14,597.80
Units Withdrawn                                    (675,954.49)          (651.51)              (835.27)
Units Transferred Between Funds                     883,119.78         16,919.22             54,655.51
Units Transferred From (To) AIG Life                  2,114.55              0.00                  0.00
                                                --------------       -----------            ----------
Net Increase (Decrease)                           3,381,176.96        195,100.58             68,418.04
Units, at Beginning of the Year                   6,622,866.85              0.00                  0.00
                                                --------------       -----------            ----------
Units, at End of the Year                        10,004,043.81        195,100.58             68,418.04
                                                ==============       ===========            ==========

Unit Value at December 31, 1998              $           33.89    $        33.86         $       15.29
                                                ==============       ===========            ==========
</TABLE>
<TABLE>

                                                                      Alliance
                                                       Alliance        Growth                Alliance
                                                        Growth            &                   Growth
                                                           &           Income                   &
                                                        Income           ADB                  Income
                                                1      Portfolio   2  Portfolio       3     Portfolio
     VARIABLE ANNUITY                                       --                --                  --
<S>                                               <C>                 <C>                    <C>      
Units Purchased                                   2,656,426.66        109,421.67             62,196.56
Units Withdrawn                                    (761,908.81)          (545.08)           (46,624.91)
Units Transferred Between Funds                     318,992.21          4,613.57            350,325.42
Units Transferred From (To) AIG Life                  5,136.13              0.00                  0.00
                                                --------------       -----------            ----------
Net Increase (Decrease)                           2,218,646.19        113,490.16            365,897.07
Units, at Beginning of the Year                   7,258,107.19              0.00            547,915.28
                                                --------------       -----------            ----------
Units, at End of the Year                         9,476,753.38        113,490.16            913,812.35
                                                ==============       ===========            ==========

Unit Value at December 31, 1998              $           28.94    $        28.92         $       17.95
                                                ==============       ===========            ==========
</TABLE>
<TABLE>

                                                                       Alliance            Alliance
                                                   Alliance          International        Short-Term
                                                 International            ADB            Multi-Market
                                            1      Portfolio       2   Portfolio       1  Portfolio
     VARIABLE ANNUITY                                    --                --                   --
<S>                                                 <C>                <C>                   <C>      
Units Purchased                                     489,565.90         21,545.46             50,543.41
Units Withdrawn                                    (257,741.94)           (96.60)           (24,477.28)
Units Transferred Between Funds                    (276,734.46)         2,106.91            (73,629.01)
Units Transferred From (To) AIG Life                 (9,814.06)             0.00              1,625.44
                                                --------------       -----------            ----------
Net Increase (Decrease)                             (54,724.56)        23,555.77            (45,937.44)
Units, at Beginning of the Year                   3,700,183.10              0.00            418,440.83
                                                --------------       -----------            ----------
Units, at End of the Year                         3,645,458.54         23,555.77            372,503.39
                                                ==============       ===========            ==========

Unit Value at December 31, 1998              $           13.93    $        13.92    $            11.67
                                                ==============       ===========            ==========
</TABLE>
Footnote 1 are all funds except for ADB and Profile.
Footnote 2 are funds with ADB.
Footnote 3 are the Profile funds.
<PAGE>
<TABLE>



                                                    Alliance                                   Alliance
                                                   Short-Term           Alliance                Global
                                                  Multi-Market           Global                  Bond
                                                     ADB                  Bond                   ADB
                                            2      Portfolio       1   Portfolio       2     Portfolio
     VARIABLE ANNUITY                                    --                --                      --
<S>                                                       <C>         <C>                     <C>     
Units Purchased                                           0.00        108,917.23              1,694.51
Units Withdrawn                                           0.00        (60,020.43)                (0.28)
Units Transferred Between Funds                           0.00       (113,588.35)               215.71
Units Transferred From (To) AIG Life                      0.00            127.77                  0.00
                                                --------------       -----------            ----------
Net Increase (Decrease)                                   0.00        (64,563.78)             1,909.94
Units, at Beginning of the Year                           0.00        708,242.42                  0.00
                                                --------------       -----------            ----------
Units, at End of the Year                                 0.00        643,678.64              1,909.94
                                               ==============       ===========             ==========

Unit Value at December 31, 1998           $              11.66    $        14.79    $            14.78
                                                ==============       ===========            ==========
</TABLE>
<TABLE>

                                                                                            Alliance
                                                                        Alliance              U.S.
                                                                          U.S.             Government
                                                       Alliance        Government             High
                                                        Global            High               Grade
                                                         Bond             Grade               ADB
                                                3      Portfolio    1   Portfolio    2     Portfolio
     VARIABLE ANNUITY                                       --                --               --
<S>                                                       <C>       <C>                      <C>      
Units Purchased                                           4.52      1,082,149.55             53,281.55
Units Withdrawn                                         (85.97)      (347,109.59)              (139.76)
Units Transferred Between Funds                       4,628.72        582,727.45              3,144.68
Units Transferred From (To) AIG Life                      0.00          7,821.56                  0.00
                                                --------------       -----------            ----------
Net Increase (Decrease)                               4,547.27      1,325,588.97             56,286.47
Units, at Beginning of the Year                           0.00      2,190,735.81                  0.00
                                                --------------       -----------            ----------
Units, at End of the Year                             4,547.27      3,516,324.78             56,286.47
                                                ==============       ===========            ==========

Unit Value at December 31, 1998              $           11.10    $        12.80        $        12.80
                                                ==============       ===========            ==========
</TABLE>
<TABLE>


                                                                       Alliance
                                                       Alliance         Global             Alliance
                                                        Global          Dollar              North
                                                        Dollar        Government           American
                                                      Government          ADB             Government
                                                1      Portfolio   2   Portfolio   1       Portfolio
     VARIABLE ANNUITY                                     --               --                  --
<S>                                                  <C>                <C>                 <C>       
Units Purchased                                      136,768.25         2,381.63            564,009.11
Units Withdrawn                                      (59,051.43)           (2.88)          (116,023.80)
Units Transferred Between Funds                     (156,922.03)        1,161.23           (423,434.75)
Units Transferred From (To) AIG Life                     787.56             0.00              1,560.05
                                                   -----------        ---------         -------------
Net Increase (Decrease)                              (78,417.65)        3,539.98             26,110.61
Units, at Beginning of the Year                      714,986.09             0.00          1,790,540.24
                                                   -----------        ---------         -------------
Units, at End of the Year                            636,568.44         3,539.98          1,816,650.85
                                                   ===========        =========         =============

Unit Value at December 31, 1998                  $        12.55     $      12.54       $         13.67
                                                   ===========        =========         =============

</TABLE>
Footnote 1 are all funds except for ADB and Profile.
Footnote 2 are funds with ADB.
Footnote 3 are the Profile funds.
<PAGE>

<TABLE>

                                                       Alliance
                                                         North
                                                       American                              Alliance
                                                      Government        Alliance             Utility
                                                          ADB            Utility               ADB
                                                2      Portfolio    1   Portfolio     2     Portfolio
     VARIABLE ANNUITY                                      --               --                    --
<S>                                                   <C>             <C>                    <C>      
Units Purchased                                       8,271.14        383,325.70             22,800.27
Units Withdrawn                                          (7.41)       (91,678.44)              (160.63)
Units Transferred Between Funds                       1,675.41        174,263.42              2,436.72
Units Transferred From (To) AIG Life                      0.00          3,301.53                  0.00
                                                   -----------         ---------         -------------
Net Increase (Decrease)                               9,939.14        469,212.21             25,076.36
Units, at Beginning of the Year                           0.00        910,470.43                  0.00
                                                   -----------         ---------         -------------
Units, at End of the Year                             9,939.14      1,379,682.64             25,076.36
                                                   ===========         =========         =============

Unit Value at December 31, 1998                  $       13.66      $      19.04      $          19.03
                                                   ===========         =========         =============
</TABLE>
<TABLE>

                                                                         Alliance
                                                    Alliance           Conservative           Alliance
                                                  Conservative           Investors          Conservative
                                                    Investors               ADB              Investors
                                             1      Portfolio     2      Portfolio     3     Portfolio
     VARIABLE ANNUITY                                    --                 --                    --
<S>                                                 <C>                     <C>               <C>     
Units Purchased                                     194,573.92              0.00              1,216.65
Units Withdrawn                                    (158,624.25)             0.00             (3,857.41)
Units Transferred Between Funds                     206,250.37              0.00             (1,082.78)
Units Transferred From (To) AIG Life                  7,082.75              0.00                  0.00
                                                   -----------         ---------         -------------
Net Increase (Decrease)                             249,282.79              0.00             (3,723.54)
Units, at Beginning of the Year                   1,584,750.70              0.00             90,034.09
                                                   -----------         ---------         -------------
Units, at End of the Year                         1,834,033.49              0.00             86,310.55
                                                   ===========         =========         =============

Unit Value at December 31, 1998                 $        14.62      $      14.61      $          13.03
                                                   ===========         =========         =============
</TABLE>
<TABLE>

                                                                          Alliance
                                                       Alliance            Growth             Alliance
                                                        Growth            Investors            Growth
                                                       Investors             ADB             Investors
                                                1      Portfolio   2      Portfolio    3     Portfolio
     VARIABLE ANNUITY                                     --               --                    --
<S>                                                   <C>                   <C>                 <C>    
Units Purchased                                       57,037.79             0.00                (30.32)
Units Withdrawn                                      (56,530.88)            0.00             (6,447.17)
Units Transferred Between Funds                      (21,179.07)            0.00             (3,029.70)
Units Transferred From (To) AIG Life                   1,383.69             0.00                  0.00
                                                   -----------        ---------         -------------
Net Increase (Decrease)                              (19,288.47)            0.00             (9,507.19)
Units, at Beginning of the Year                      824,606.48             0.00             79,290.63
                                                   -----------        ---------         -------------
Units, at End of the Year                            805,318.01             0.00             69,783.44
                                                   ===========        =========         =============

Unit Value at December 31, 1998                  $        17.39     $      17.38      $          15.06
                                                   ===========        =========         =============
</TABLE>
Footnote 1 are all funds except for ADB and Profile.
Footnote 2 are funds with ADB.
Footnote 3 are the Profile funds.
<PAGE>

<TABLE>
                                                                        Alliance
                                                     Alliance            Growth                Alliance
                                                      Growth               ADB                  Growth
                                                1    Portfolio   2      Portfolio       3     Portfolio
     VARIABLE ANNUITY                                    --                --                    --
<S>                                               <C>                  <C>                   <C>      
Units Purchased                                   1,857,332.67         99,987.89             52,120.97
Units Withdrawn                                    (873,056.11)          (305.07)           (28,655.02)
Units Transferred Between Funds                    (135,476.29)         8,482.69             83,879.94
Units Transferred From (To) AIG Life                  1,279.51              0.00               (981.99)
                                                   -----------         ---------         -------------
Net Increase (Decrease)                             850,079.78        108,165.51            106,363.90
Units, at Beginning of the Year                   8,054,584.57              0.00            333,114.57
                                                   -----------         ---------         -------------
Units, at End of the Year                         8,904,664.35        108,165.51            439,478.47
                                                   ===========         =========         =============

Unit Value at December 31, 1998                 $        28.81      $      28.79      $          19.92
                                                   ===========         =========         =============

</TABLE>
<TABLE>
                                                                        Alliance
                                                      Alliance           Total              Alliance
                                                       Total             Return            Worldwide
                                                      Return               ADB           Privatization
                                                1    Portfolio       2  Portfolio       1  Portfolio
     VARIABLE ANNUITY                                     --                --                    --
<S>                                                 <C>                <C>                  <C>       
Units Purchased                                     684,307.11         38,485.82            391,584.50
Units Withdrawn                                    (174,420.87)          (187.93)          (157,769.30)
Units Transferred Between Funds                     140,189.04         (4,508.65)          (228,826.22)
Units Transferred From (To) AIG Life                 (2,705.38)             0.00              2,841.44
                                                   -----------         ---------         -------------
Net Increase (Decrease)                             647,369.90         33,789.24              7,830.42
Units, at Beginning of the Year                    1,780,440.77             0.00          2,391,217.59
                                                   -----------         ---------         -------------
Units, at End of the Year                          2,427,810.67        33,789.24          2,399,048.01
                                                   ===========         =========         =============

Unit Value at December 31, 1998                    $     18.42         $   18.41         $       15.32
                                                   ===========         =========         =============
</TABLE>
<TABLE>

                                                    Alliance
                                                    Worldwide                                 Alliance
                                                  Privatization         Alliance             Technology
                                                       ADB             Technology               ADB
                                             2      Portfolio       1   Portfolio       2    Portfolio
     VARIABLE ANNUITY                                    --                --                    --
<S>                                                  <C>               <C>                  <C>       
Units Purchased                                      44,025.63         1,377,661.98         127,787.60
Units Withdrawn                                        (112.74)        (366,104.73)            (233.48)
Units Transferred Between Funds                      (7,563.17)        (161,640.97)           7,307.52
Units Transferred From (To) AIG Life                      0.00          2,171.97                  0.00
                                                   -----------         ---------         -------------
Net Increase (Decrease)                              36,349.72         852,088.25           134,861.64
Units, at Beginning of the Year                           0.00         4,818,385.19               0.00
                                                   -----------         ---------         -------------
Units, at End of the Year                            36,349.72         5,670,473.44         134,861.64
                                                   ===========         =========         =============

Unit Value at December 31, 1998                    $     15.31         $   18.47         $       18.45
                                                   ===========         =========         =============
</TABLE>
Footnote 1 are all funds except for ADB and Profile.
Footnote 2 are funds with ADB.
Footnote 3 are the Profile funds.
<PAGE>

<TABLE>

                                                                                              Alliance
                                                     Alliance            Alliance              Quasar
                                                    Technology            Quasar                ADB
                                                3    Portfolio       1   Portfolio       2   Portfolio
     VARIABLE ANNUITY                                    -                      -                   -
<S>                                                  <C>               <C>                   <C>      
Units Purchased                                      14,966.28         1,762,866.89          83,852.70
Units Withdrawn                                      (6,868.05)        (345,725.43)            (298.26)
Units Transferred Between Funds                      53,694.12         181,924.13            10,797.23
Units Transferred From (To) AIG Life                 (1,278.48)         5,423.61                  0.00
                                                   -----------         ---------         -------------
Net Increase (Decrease)                              60,513.87         1,604,489.20          94,351.67
Units, at Beginning of the Year                     143,999.25         3,991,205.09               0.00
                                                   -----------         ---------         -------------
Units, at End of the Year                           204,513.12         5,595,694.29          94,351.67
                                                   ===========         =========         =============

Unit Value at December 31, 1998                    $     17.87         $   11.65         $       11.64
                                                   ===========         =========         =============
</TABLE>
<TABLE>

                                                                                                     Alliance
                                                                              Alliance                 Real
                                                       Alliance                 Real                  Estate
                                                        Quasar                  Estate                 ADB
                                                3      Portfolio       1      Portfolio       2     Portfolio
     VARIABLE ANNUITY                                       --                       --                  --
<S>                                                   <C>                    <C>                  <C>      
Units Purchased                                       9,644.59               519,394.78           39,131.84
Units Withdrawn                                      (4,155.86)              (60,429.88)             (39.92)
Units Transferred Between Funds                      25,573.64               (77,095.41)           2,277.84
Units Transferred From (To) AIG Life                      0.00                 5,175.09                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                              31,062.37               387,044.58           41,369.76
Units, at Beginning of the Year                      94,929.55               936,389.36                0.00
                                                   -----------            -------------          ----------
Units, at End of the Year                           125,991.92             1,323,433.94           41,369.76
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $     11.32            $        9.71          $     9.70
                                                   ===========            =============          ==========
</TABLE>
<TABLE>

                                                                              Alliance
                                                       Alliance                 High                 Dreyfus
                                                         High                   Yield                 Stock
                                                         Yield                   ADB                  Index
                                                1      Portfolio       2      Portfolio       3     Portfolio
     VARIABLE ANNUITY                                    --                       --                  --
<S>                                                <C>                        <C>                <C>       
Units Purchased                                    1,052,970.85               95,938.61          236,163.34
Units Withdrawn                                    (113,724.82)                 (327.18)         (36,469.30)
Units Transferred Between Funds                     429,085.33               (30,691.22)          99,235.06
Units Transferred From (To) AIG Life                  1,990.50                     0.00             (762.65)
                                                   -----------            -------------          ----------
Net Increase (Decrease)                            1,370,321.86               64,920.21          298,166.45
Units, at Beginning of the Year                     106,671.96                     0.00          490,227.53
                                                   -----------            -------------          ----------
Units, at End of the Year                          1,476,993.82               64,920.21          788,393.98
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $      9.78            $        9.78          $    19.45
                                                   ===========            =============          ==========

</TABLE>
Footnote 1 are all funds except for ADB and Profile.
Footnote 2 are funds with ADB.
Footnote 3 are the Profile funds.
<PAGE>

<TABLE>

                                                                                                     Dreyfus
                                                        Dreyfus                Dreyfus                 Zero
                                                         Stock                  Zero                  Coupon
                                                         Index                 Coupon                  2000
                                                          ADB                   2000                   ADB
                                                2      Portfolio       3      Portfolio       2     Portfolio
     VARIABLE ANNUITY                                      -                      -                      -
<S>                                                       <C>                      <C>                 <C> 
Units Purchased                                           0.00                     0.00                0.00
Units Withdrawn                                           0.00                (1,416.67)               0.00
Units Transferred Between Funds                         815.94                (3,421.17)               0.00
Units Transferred From (To) AIG Life                      0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                                 815.94                (4,837.84)               0.00
Units, at Beginning of the Year                           0.00                29,491.76                0.00
                                                   -----------            -------------          ----------
Units, at End of the Year                               815.94                24,653.92                0.00
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $     19.44            $       11.66          $    11.65
                                                   ===========            =============          ==========
</TABLE>
<TABLE>


                                                                               Dreyfus
                                                        Dreyfus                 Small
                                                         Small                 Company               Fidelity
                                                        Company                 Stock                 Money
                                                         Stock                   ADB                  Market
                                                3      Portfolio       2      Portfolio       3     Portfolio
     VARIABLE ANNUITY                                    --                       --                  --
<S>                                                  <C>                           <C>           <C>         
Units Purchased                                      28,117.16                     0.00          1,728,067.19
Units Withdrawn                                        (781.04)                    0.00          (58,886.72)
Units Transferred Between Funds                      51,770.67                 1,042.70          (1,687,383.70)
Units Transferred From (To) AIG Life                      0.00                     0.00           (2,878.99)
                                                   -----------            -------------          ----------
Net Increase (Decrease)                              79,106.79                 1,042.70          (21,082.22)
Units, at Beginning of the Year                      58,659.22                     0.00          944,656.53
                                                   -----------            -------------          ----------
Units, at End of the Year                           137,766.01                 1,042.70          923,574.31
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $      9.79            $        9.78          $    11.13
                                                   ===========            =============          ==========
</TABLE>
<TABLE>

                                                       Fidelity                                      Fidelity
                                                         Money                Fidelity                Asset
                                                        Market                  Asset                Manager
                                                          ADB                  Manager                 ADB
                                                2      Portfolio       3      Portfolio       2     Portfolio
     VARIABLE ANNUITY                                    -                      -                      -
<S>                                                   <C>                    <C>                       <C> 
Units Purchased                                       4,083.19               101,784.75                0.00
Units Withdrawn                                           0.00               (21,758.76)               0.00
Units Transferred Between Funds                      (4,083.19)              193,948.00                0.00
Units Transferred From (To) AIG Life                      0.00                   274.09                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                                   0.00               274,248.08                0.00
Units, at Beginning of the Year                           0.00               239,825.14                0.00
                                                   -----------            -------------          ----------
Units, at End of the Year                                 0.00               514,073.22                0.00
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $     11.12            $       15.01          $    15.00
                                                   ===========            =============          ==========
</TABLE>
Footnote 1 are all funds except for ADB and Profile.
Footnote 2 are funds with ADB.
Footnote 3 are the Profile funds.
<PAGE>
<TABLE>

                                                                              Fidelity               Fidelity
                                                       Fidelity                Growth                  High
                                                        Growth                   ADB                  Income
                                                3      Portfolio       2      Portfolio       3     Portfolio
     VARIABLE ANNUITY                                    -                      -                      -
<S>                                                 <C>                            <C>            <C>      
Units Purchased                                     158,485.11                     0.00           74,146.16
Units Withdrawn                                     (29,341.99)                    0.00          (13,479.41)
Units Transferred Between Funds                      46,036.56                     0.00           55,911.05
Units Transferred From (To) AIG Life                 (1,153.20)                    0.00                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                             174,026.48                     0.00          116,577.80
Units, at Beginning of the Year                     468,339.86                     0.00          185,484.29
                                                   -----------            -------------          ----------
Units, at End of the Year                           642,366.34                     0.00          302,062.09
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $     18.29            $       18.28          $    11.93
                                                   ===========            =============          ==========

</TABLE>
<TABLE>


                                                                                                     Fidelity
                                                       Fidelity               Fidelity              Investment
                                                         High                Investment               Grade
                                                        Income                  Grade                  Bond
                                                          ADB                   Bond                   ADB
                                                2      Portfolio       3      Portfolio       2     Portfolio
     VARIABLE ANNUITY                                       --                       --                  --
<S>                                                       <C>                <C>                       <C> 
Units Purchased                                           0.00               122,732.33                0.00
Units Withdrawn                                           0.00               (17,637.58)               0.00
Units Transferred Between Funds                       1,171.66                59,235.79                0.00
Units Transferred From (To) AIG Life                      0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                               1,171.66               164,330.54                0.00
Units, at Beginning of the Year                           0.00               221,696.39                0.00
                                                   -----------            -------------          ----------
Units, at End of the Year                             1,171.66               386,026.93                0.00
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $     11.92            $       12.10          $    12.10
                                                   ===========            =============          ==========

</TABLE>
<TABLE>



                                                                              Fidelity
                                                       Fidelity               Overseas               Fidelity
                                                       Overseas                  ADB                Contrafund
                                                3      Portfolio       2      Portfolio       3     Portfolio
     VARIABLE ANNUITY                                      -                      -                     -
<S>                                                     <C>                        <C>           <C>       
Units Purchased                                         231.61                     0.00          107,725.66
Units Withdrawn                                      (9,050.33)                    0.00           (3,742.83)
Units Transferred Between Funds                     (17,104.93)                    0.00          109,931.46
Units Transferred From (To) AIG Life                      0.00                     0.00           (1,526.08)
                                                   -----------            -------------          ----------
Net Increase (Decrease)                             (25,923.65)                    0.00          212,388.21
Units, at Beginning of the Year                     116,147.43                     0.00                0.00
                                                   -----------            -------------          ----------
Units, at End of the Year                            90,223.78                     0.00          212,388.21
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $     13.17            $       13.16          $    13.02
                                                   ===========            =============          ==========

</TABLE>
Footnote 1 are all funds except for ADB and Profile.
Footnote 2 are funds with ADB.
Footnote 3 are the Profile funds.
<PAGE>
<TABLE>

                                                                                                     Merrill
                                                                               Merrill                Lynch
                                                       Fidelity                 Lynch                 Basic
                                                      Contrafund                Basic                 Value
                                                          ADB                   Value                  ADB
                                                2      Portfolio       1      Portfolio       2     Portfolio
     VARIABLE ANNUITY                                      -                      -                      -
<S>                                                       <C>                <C>                  <C>      
Units Purchased                                           0.00               310,697.36           57,648.54
Units Withdrawn                                           0.00                (2,364.77)            (195.69)
Units Transferred Between Funds                           0.00                22,531.00            5,666.66
Units Transferred From (To) AIG Life                      0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                                   0.00               330,863.59           63,119.51
Units, at Beginning of the Year                           0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Units, at End of the Year                                 0.00               330,863.59           63,119.51
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $     13.01            $       10.65          $    10.64
                                                   ===========            =============          ==========

</TABLE>
<TABLE>
                                                                               Merrill               Merrill
                                                        Merrill                 Lynch                 Lynch
                                                         Lynch                 Capital               Domestic
                                                        Capital                Market                 Money
                                                        Market                   ADB                  Market
                                                1      Portfolio       2      Portfolio       1     Portfolio
     VARIABLE ANNUITY                                     -                      -                      -
<S>                                                   <C>                      <C>               <C>       
Units Purchased                                       4,882.42                 2,238.62          389,834.13
Units Withdrawn                                          (2.59)                   (1.58)            (761.11)
Units Transferred Between Funds                       1,095.10                 1,268.07          (103,998.15)
Units Transferred From (To) AIG Life                      0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                               5,974.93                 3,505.11          285,074.87
Units, at Beginning of the Year                           0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Units, at End of the Year                             5,974.93                 3,505.11          285,074.87
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $      6.82            $        6.82          $    10.43
                                                   ===========            =============          ==========
</TABLE>
<TABLE>

                                                        Merrill
                                                         Lynch                                       Merrill
                                                       Domestic                Merrill                Lynch
                                                         Money                  Lynch                 Global
                                                        Market                 Global                Strategy
                                                          ADB                 Strategy                 ADB
                                                2      Portfolio       1      Portfolio       2     Portfolio
     VARIABLE ANNUITY                                    -                      -                      -
<S>                                                  <C>                      <C>                  <C>     
Units Purchased                                      98,151.80                19,831.18            6,346.74
Units Withdrawn                                      (2,378.09)                 (298.57)              (8.34)
Units Transferred Between Funds                     (32,280.17)                  772.26            1,334.86
Units Transferred From (To) AIG Life                      0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                              63,493.54                20,304.87            7,673.26
Units, at Beginning of the Year                           0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Units, at End of the Year                            63,493.54                20,304.87            7,673.26
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $     10.43            $       10.73          $    10.72
                                                   ===========            =============          ==========

</TABLE>
Footnote 1 are all funds except for ADB and Profile.
Footnote 2 are funds with ADB.
Footnote 3 are the Profile funds.
<PAGE>
<TABLE>

                                                                               Merrill               Merrill
                                                        Merrill                 Lynch                 Lynch
                                                         Lynch                 Global                  High
                                                        Global                 Utility               Current
                                                        Utility                  ADB                  Income
                                                1      Portfolio       2      Portfolio       1     Portfolio
     VARIABLE ANNUITY                                     -                      -                      -
<S>                                                  <C>                         <C>              <C>      
Units Purchased                                      39,047.00                   164.43           54,580.58
Units Withdrawn                                      (2,973.18)                   (0.04)          (3,944.39)
Units Transferred Between Funds                      (1,696.04)                   (9.51)             542.73
Units Transferred From (To) AIG Life                      0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                              34,377.78                   154.88           51,178.92
Units, at Beginning of the Year                           0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Units, at End of the Year                            34,377.78                   154.88           51,178.92
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $     13.80            $       13.79          $     9.45
                                                   ===========            =============          ==========
</TABLE>
<TABLE>

                                                        Merrill
                                                         Lynch                                       Merrill
                                                         High                  Merrill                Lynch
                                                        Current                 Lynch             International
                                                        Income              International             Equity
                                                          ADB                  Equity                  ADB
                                                2      Portfolio       1      Portfolio       2     Portfolio
     VARIABLE ANNUITY                                     -                      -                      -
<S>                                                     <C>                   <C>                  <C>     
Units Purchased                                         409.98                52,287.08            9,061.87
Units Withdrawn                                          (0.15)                 (100.76)              (3.78)
Units Transferred Between Funds                         454.95                 2,382.33            1,817.69
Units Transferred From (To) AIG Life                      0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                                 864.78                54,568.65           10,875.78
Units, at Beginning of the Year                           0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Units, at End of the Year                               864.78                54,568.65           10,875.78
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $      9.45            $       10.19          $    10.19
                                                   ===========            =============          ==========

</TABLE>
<TABLE>

                                                                               Merrill
                                                        Merrill                 Lynch                Merrill
                                                         Lynch                 Natural                Lynch
                                                        Natural               Resources               Prime
                                                       Resources                 ADB                   Bond
                                                1      Portfolio       2      Portfolio       1     Portfolio
     VARIABLE ANNUITY                                      -                      -                      -
<S>                                                   <C>                        <C>              <C>      
Units Purchased                                       2,157.51                   379.75           59,592.87
Units Withdrawn                                          (4.10)                   (0.99)             (58.85)
Units Transferred Between Funds                          86.41                 1,244.68          (21,391.73)
Units Transferred From (To) AIG Life                      0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                               2,239.82                 1,623.44           38,142.29
Units, at Beginning of the Year                           0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Units, at End of the Year                             2,239.82                 1,623.44           38,142.29
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $      7.54            $        7.54          $    10.67
                                                   ===========            =============          ==========

</TABLE>
Footnote 1 are all funds except for ADB and Profile.
Footnote 2 are funds with ADB.
Footnote 3 are the Profile funds.
<PAGE>

<TABLE>

                                                        Merrill                                      Merrill
                                                         Lynch                 Merrill                Lynch
                                                         Prime                  Lynch                Quality
                                                         Bond                  Quality                Equity
                                                          ADB                  Equity                  ADB
                                                2      Portfolio       1      Portfolio       2     Portfolio
     VARIABLE ANNUITY                                      -                      -                      -
<S>                                                   <C>                     <C>                  <C>     
Units Purchased                                       1,390.26                58,375.72            5,767.46
Units Withdrawn                                          (0.81)                 (289.40)              (7.76)
Units Transferred Between Funds                         743.47                 2,675.24            1,279.75
Units Transferred From (To) AIG Life                      0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                               2,132.92                60,761.56            7,039.45
Units, at Beginning of the Year                           0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Units, at End of the Year                             2,132.92                60,761.56            7,039.45
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $     10.67            $       11.55          $    11.54
                                                   ===========            =============          ==========

</TABLE>
<TABLE>

                                                                               Merrill
                                                        Merrill                 Lynch
                                                         Lynch                 Special               Mitchell
                                                        Special                 Value                Hutchins
                                                         Value                   ADB                 Balanced
                                                1      Portfolio       2      Portfolio       1     Portfolio
     VARIABLE ANNUITY                                      -                      -                      -
<S>                                                  <C>                      <C>                 <C>      
Units Purchased                                      43,318.38                15,996.45           37,639.00
Units Withdrawn                                        (159.47)                  (19.33)              (8.21)
Units Transferred Between Funds                       4,937.50                 2,618.40                0.00
Units Transferred From (To) AIG Life                      0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                              48,096.41                18,595.52           37,630.79
Units, at Beginning of the Year                           0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Units, at End of the Year                            48,096.41                18,595.52           37,630.79
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $      8.73            $        8.72          $    13.16
                                                   ===========            =============          ==========

</TABLE>
<TABLE>

                                                                                                     Mitchell
                                                       Mitchell               Mitchell               Hutchins
                                                       Hutchins               Hutchins                Global
                                                       Balanced                Global                 Income
                                                          ADB                  Income                  ADB
                                                2      Portfolio       1      Portfolio       2     Portfolio
     VARIABLE ANNUITY                                     -                       -                      -
<S>                                                   <C>                      <C>                   <C>   
Units Purchased                                       7,424.22                 2,161.15              309.98
Units Withdrawn                                          (0.43)                   (0.50)              (0.03)
Units Transferred Between Funds                          16.79                     0.00              275.73
Units Transferred From (To) AIG Life                      0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                               7,440.58                 2,160.65              585.68
Units, at Beginning of the Year                           0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Units, at End of the Year                             7,440.58                 2,160.65              585.68
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $     13.16            $       11.79          $    11.79
                                                   ===========            =============          ==========
</TABLE>
Footnote 1 are all funds except for ADB and Profile.
Footnote 2 are funds with ADB.
Footnote 3 are the Profile funds.
<PAGE>
<TABLE>


                                                                                                     Mitchell
                                                                              Mitchell               Hutchins
                                                       Mitchell               Hutchins                Growth
                                                       Hutchins                Growth                   &
                                                        Growth                   ADB                  Income
                                                1      Portfolio       2      Portfolio       1     Portfolio
     VARIABLE ANNUITY                                      -                      -                      -
<S>                                                   <C>                      <C>                <C>      
Units Purchased                                       7,771.37                 1,467.78           75,365.36
Units Withdrawn                                          (1.73)                   (0.26)             (28.19)
Units Transferred Between Funds                         152.92                   276.84            2,572.09
Units Transferred From (To) AIG Life                      0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                               7,922.56                 1,744.36           77,909.26
Units, at Beginning of the Year                           0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Units, at End of the Year                             7,922.56                 1,744.36           77,909.26
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $     20.14            $       20.13          $    15.84
                                                   ===========            =============          ==========
</TABLE>
<TABLE>

                                                       Mitchell
                                                       Hutchins                                      Mitchell
                                                        Growth                Mitchell               Hutchins
                                                           &                  Hutchins                 High
                                                        Income                  High                  Income
                                                          ADB                  Income                  ADB
                                                2      Portfolio       1      Portfolio       2     Portfolio
     VARIABLE ANNUITY                                    -                      -                      -
<S>                                                  <C>                      <C>                  <C>     
Units Purchased                                      25,798.70                44,903.70            1,917.48
Units Withdrawn                                          (5.68)                   (1.83)              (0.27)
Units Transferred Between Funds                        (728.53)                  719.38            1,095.06
Units Transferred From (To) AIG Life                      0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                              25,064.49                45,621.25            3,012.27
Units, at Beginning of the Year                           0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Units, at End of the Year                            25,064.49                45,621.25            3,012.27
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $     15.84            $       12.56          $    12.56
                                                   ===========            =============          ==========

</TABLE>
<TABLE>

                                                                              Mitchell
                                                       Mitchell               Hutchins               Mitchell
                                                       Hutchins                 Small                Hutchins
                                                         Small                 Capital              Strategic
                                                        Capital                  ADB                  Income
                                                1      Portfolio       2      Portfolio       1     Portfolio
     VARIABLE ANNUITY                                     -                      -                      -
<S>                                                  <C>                       <C>                <C>      
Units Purchased                                      19,179.96                 2,860.06           11,078.04
Units Withdrawn                                         (35.65)                   (0.88)             (55.45)
Units Transferred Between Funds                         102.46                   487.08              760.70
Units Transferred From (To) AIG Life                      0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                              19,246.77                 3,346.26           11,783.29
Units, at Beginning of the Year                           0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Units, at End of the Year                            19,246.77                 3,346.26           11,783.29
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $     15.56            $       15.56          $    12.28
                                                   ===========            =============          ==========

</TABLE>
Footnote 1 are all funds except for ADB and Profile.
Footnote 2 are funds with ADB.
Footnote 3 are the Profile funds.
<PAGE>
<TABLE>

                                                       Mitchell                                      Mitchell
                                                       Hutchins               Mitchell               Hutchins
                                                       Strategic              Hutchins               Tactical
                                                        Income                Tactical             Allocations
                                                          ADB                Allocations               ADB
                                                2      Portfolio       1      Portfolio       2     Portfolio
     VARIABLE ANNUITY                                      -                      -                      -
<S>                                                   <C>                    <C>                  <C>      
Units Purchased                                       1,932.23               645,295.91           60,523.31
Units Withdrawn                                           0.00                  (328.39)             (11.11)
Units Transferred Between Funds                           0.00               (19,629.79)           4,771.21
Units Transferred From (To) AIG Life                      0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                               1,932.23               625,337.73           65,283.41
Units, at Beginning of the Year                           0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Units, at End of the Year                             1,932.23               625,337.73           65,283.41
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $     12.28            $       14.93          $    14.92
                                                   ===========            =============          ==========

</TABLE>
<TABLE>

                                                                               VanEck
                                                        VanEck                Worldwide
                                                       Worldwide                Hard                  VanEck
                                                         Hard                   Assets              Worldwide
                                                        Assets                   ADB                 Balanced
                                                3      Portfolio       2      Portfolio       3     Portfolio
     VARIABLE ANNUITY                                       -                      -                      -
<S>                                                     <C>                        <C>                <C>  
Units Purchased                                         726.96                     0.00               88.58
Units Withdrawn                                      (2,568.40)                    0.00           (1,663.30)
Units Transferred Between Funds                        (687.65)                    0.00          (31,529.62)
Units Transferred From (To) AIG Life                      0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                              (2,529.09)                    0.00          (33,104.34)
Units, at Beginning of the Year                      22,196.30                     0.00           33,104.34
                                                   -----------            -------------          ----------
Units, at End of the Year                            19,667.21                     0.00               (0.00)
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $      6.71            $        6.71          $    12.71
                                                   ===========            =============          ==========
</TABLE>
<TABLE>


                                                                                                      VanEck
                                                        VanEck                 VanEck               Worldwide
                                                       Worldwide              Worldwide              Emerging
                                                       Balanced               Emerging               Markets
                                                          ADB                  Markets                 ADB
                                                2      Portfolio       3      Portfolio       2     Portfolio
     VARIABLE ANNUITY                                     -                      -                      -
<S>                                                       <C>                  <C>                     <C> 
Units Purchased                                           0.00                 3,049.08                0.00
Units Withdrawn                                           0.00                    (0.69)               0.00
Units Transferred Between Funds                           0.00                   104.50                0.00
Units Transferred From (To) AIG Life                      0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                                   0.00                 3,152.89                0.00
Units, at Beginning of the Year                           0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Units, at End of the Year                                 0.00                 3,152.89                0.00
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $     12.70            $        6.03          $     6.02
                                                   ===========            =============          ==========

</TABLE>
Footnote 1 are all funds except for ADB and Profile.
Footnote 2 are funds with ADB.
Footnote 3 are the Profile funds.
<PAGE>

<TABLE>

                                                                                WP&G
                                                         WP&G                 Tomorrow                 WP&G
                                                       Tomorrow                 Short                Tomorrow
                                                         Short                  Term                  Medium
                                                         Term                    ADB                   Term
                                                3      Portfolio       2      Portfolio       3     Portfolio
     VARIABLE ANNUITY                                    -                      -                      -
<S>                                                   <C>                          <C>             <C>     
Units Purchased                                       2,794.91                     0.00            2,031.85
Units Withdrawn                                      (5,953.88)                    0.00           (3,730.35)
Units Transferred Between Funds                      (9,895.31)                    0.00          (20,871.63)
Units Transferred From (To) AIG Life                      0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                             (13,054.28)                    0.00          (22,570.13)
Units, at Beginning of the Year                      54,085.14                     0.00           57,813.40
                                                   -----------            -------------          ----------
Units, at End of the Year                            41,030.86                     0.00           35,243.27
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $     13.98            $       13.97          $    14.42
                                                   ===========            =============          ==========

</TABLE>
<TABLE>

                                                          WPG                                          WPG
                                                       Tomorrow                 WP&G                 Tomorrow
                                                        Medium                Tomorrow                 Long
                                                         Term                   Long                   Term
                                                          ADB                   Term                   ADB
                                                2      Portfolio       3      Portfolio       2     Portfolio
     VARIABLE ANNUITY                                     -                      -                      -
<S>                                                       <C>                    <C>                   <C> 
Units Purchased                                           0.00                   706.16                0.00
Units Withdrawn                                           0.00                (4,665.60)               0.00
Units Transferred Between Funds                           0.00                (3,721.80)               0.00
Units Transferred From (To) AIG Life                      0.00                     0.00                0.00
                                                   -----------            -------------          ----------
Net Increase (Decrease)                                   0.00                (7,681.24)               0.00
Units, at Beginning of the Year                           0.00                42,594.39                0.00
                                                   -----------            -------------          ----------
Units, at End of the Year                                 0.00                34,913.15                0.00
                                                   ===========            =============          ==========

Unit Value at December 31, 1998                    $     14.41            $       15.56          $    15.55
                                                   ===========            =============          ==========

</TABLE>
Footnote 1 are all funds except for ADB and Profile.
Footnote 2 are funds with ADB.
Footnote 3 are the Profile funds.
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I

                    NOTES TO FINANCIAL STATEMENTS (continued)




6. Net Increase (Decrease) in Annuity Units

For the year ended December 31, 1998,  transactions in accumulation units of the
account were as follows:
<TABLE>

                                                                                   Alliance
                                               Alliance          Alliance           Growth                           Alliance
                                                Money              Premier           &                Alliance     Short-Term
                                               Market            Growth              Income        International   Multi-Market
                                              Portfolio          Portfolio         Portfolio          Portfolio      Portfolio
     VARIABLE ANNUITY                             -                  -                -                 -                -
<S>                                               <C>            <C>              <C>                      <C>         <C> 
Units Purchased                                   0.00           7,065.40         1,477.50                 0.00        0.00
Units Withdrawn                                (480.00)              0.00                                            (1,640.0.00
Units Transferred Between Funds                   0.00               0.00             0.00                 0.00        0.00
Units Transferred From (To) AIG Life              0.00               0.00             0.00                 0.00        0.00
                                             ---------         ----------        ---------            ---------      ------
Net Increase (Decrease)                        (481.87)          7,065.40         1,477.50            (1,640.61)       0.00
Units, at Beginning of the Year               2,177.25           5,694.61         7,417.86             9,565.91        0.00
                                             ---------         ----------        ---------            ---------      ------
Units, at End of the Year                     1,695.38          12,760.01         8,895.36             7,925.30        0.00
                                             =========         ==========        =========            =========      ======

Unit Value at December 31, 1998              $   10.88         $    31.32        $   26.74            $   12.87      $10.78
                                             =========         ==========        =========            =========      ======
</TABLE>
<TABLE>

                                                                Alliance
                                                                  U.S.            Alliance         Alliance
                                              Alliance            Government       Global            North          Alliance
                                               Global             High             Dollar             American       Utility
                                                Bond              Grade            Government        Government      Income
                                                Portfolio         Portfolio         Portfolio        Portfolio      Portfolio
                                                   -                  -                -                 -                -
<S>                                               <C>           <C>                   <C>                  <C>         <C> 
Units Purchased                                   0.00          42,375.04             0.00                 0.00        0.00
Units Withdrawn                                (313.27)              0.00           (72.65)              (88.80)     (431.15)
Units Transferred Between Funds                   0.00               0.00             0.00                 0.00        0.00
Units Transferred From (To) AIG Life              0.00               0.00             0.00                 0.00        0.00
                                             ---------         ----------        ---------            ---------      ------
Net Increase (Decrease)                        (313.27)         42,375.04           (72.65)              (88.80)     (431.15)
Units, at Beginning of the Year               1,989.75           1,117.05           783.09               978.04      1,842.10
                                             ---------         ----------        ---------            ---------      ------
Units, at End of the Year                     1,676.48          43,492.09           710.44               889.24      1,410.95
                                             =========         ==========        =========            =========      ======

Unit Value at December 31, 1998              $   13.67         $    11.83        $   11.60            $   12.64      $17.60
                                             =========         ==========        =========            =========      ======
</TABLE>
<TABLE>

                                                Alliance          Alliance                           Alliance         Alliance
                                               Conservative      Growth             Alliance         Total          Worldwide
                                                Investors         Investors        Growth           Return         Privatization
                                                Portfolio         Portfolio         Portfolio        Portfolio      Portfolio
                                                   -                  -                -                 -                -
<S>                                             <C>                  <C>          <C>                      <C>       <C>     
Units Purchased                                 570.66               0.00         1,521.73                 0.00      1,522.34
Units Withdrawn                                   0.00            (794.75)            0.00              (367.42)       0.00
Units Transferred Between Funds                   0.00               0.00             0.00                 0.00        0.00
Units Transferred From (To) AIG Life              0.00               0.00             0.00                 0.00        0.00
                                             ---------         ----------        ---------            ---------      ------
Net Increase (Decrease)                         570.66            (794.75)        1,521.73              (367.42)     1,522.34
Units, at Beginning of the Year                 546.59           2,731.68         2,411.36             5,286.24      5,646.89
                                             ---------         ----------        ---------            ---------      ------
Units, at End of the Year                     1,117.25           1,936.93         3,933.09             4,918.82      7,169.23
                                             =========         ==========        =========            =========      ======

Unit Value at December 31, 1998              $   13.52         $    16.07        $   26.62            $   17.03      $14.16
                                             =========         ==========        =========            =========      ======

</TABLE>
<PAGE>
<TABLE>


                                                                                  Alliance             Alliance
                                              Alliance          Alliance            Real                 High
                                             Technology          Quasar            Estate                Yield
                                              Portfolio         Portfolio        Portfolio             Portfolio
                                                    -                  -                -                 -
<S>                                            <C>                   <C>             <C>               <C>      
Units Purchased                                3,666.42              0.00            85.12             24,825.97
Units Withdrawn                                    0.00         (2,543.98)            0.00                  0.00
Units Transferred Between Funds                    0.00              0.00             0.00                  0.00
Units Transferred From (To) AIG Life               0.00              0.00             0.00                  0.00
                                             ----------        ----------        ---------            ----------
Net Increase (Decrease)                        3,666.42         (2,543.98)           85.12             24,825.97
Units, at Beginning of the Year               14,166.88          3,843.56             0.00
                                             ----------        ----------        ---------            ----------
Units, at End of the Year                      6,383.71         11,622.90         3,928.68             24,825.97
                                             ==========        ==========        =========            ==========

Unit Value at December 31, 1998              $    17.07        $    10.77        $    8.97            $     9.93
                                             ==========        ==========        =========            ==========
</TABLE>

<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I

                    NOTES TO FINANCIAL STATEMENTS (continued)




6.  Net Increase (Decrease) in Annuity Units

For the year ended December 31, 1998,  transactions in accumulation units of the
account were as follows:
<TABLE>

                                                                                                    Alliance
                                               Aim               Aim            Alliance             Growth          Alliance
                                             Capital          International      Premier              &             Global
                                             Appreciation      Equity          Growth                 Income         Bond
                                               Portfolio        Portfolio       Portfolio            Portfolio      Portfolio
     VARIABLE ANNUITY                              -                 -               -                -                -
<S>                                           <C>                    <C>              <C>              <C>             <C> 
Units Purchased                               2,408.74               0.00             0.00             1,541.11        0.00
Units Withdrawn                                   0.00               0.00             0.00                 0.00        0.00
Units Transferred Between Funds                   0.00               0.00             0.00                 0.00        0.00
Units Transferred From (To) AIG Life              0.00               0.00             0.00                 0.00        0.00
                                             ---------         ----------        ---------            ---------      ------
Net Increase (Decrease)                       2,408.74               0.00             0.00             1,541.11        0.00
Units, at Beginning of the Year                   0.00               0.00             0.00                 0.00        0.00
                                             ---------         ----------        ---------            ---------      ------
Units, at End of the Year                     2,408.74               0.00             0.00             1,541.11        0.00
                                             =========         ==========        =========            =========      ======

Unit Value at December 31, 1998              $   10.95         $    11.14        $   14.80            $   17.37      $10.74
                                             =========         ==========        =========            =========      ======
</TABLE>
<TABLE>



                                               Alliance         Alliance
                                              Conservative       Growth         Alliance               Alliance       Alliance
                                               Investors        Investors       Growth                Technology      Quasar
                                               Portfolio        Portfolio       Portfolio             Portfolio      Portfolio
                                             ---------         ----------        ---------            ---------      ------
<S>                                               <C>                <C>              <C>                  <C>         <C> 
Units Purchased                                   0.00               0.00             0.00                 0.00        0.00
Units Withdrawn                                   0.00               0.00             0.00                 0.00        0.00
Units Transferred Between Funds                   0.00               0.00             0.00                 0.00        0.00
Units Transferred From (To) AIG Life              0.00               0.00             0.00                 0.00        0.00
                                             ---------         ----------        ---------            ---------      ------
Net Increase (Decrease)                           0.00               0.00             0.00                 0.00        0.00
Units, at Beginning of the Year                   0.00               0.00             0.00                 0.00        0.00
                                             ---------         ----------        ---------            ---------      ------
Units, at End of the Year                         0.00               0.00             0.00                 0.00        0.00
                                             =========         ==========        =========            =========      ======

Unit Value at December 31, 1998              $   12.61         $    14.58        $   19.28            $   17.30      $10.96
                                             =========         ==========        =========            =========      ======
</TABLE>
<TABLE>

                                              Dreyfus             Dreyfus         Dreyfus               Fidelity        Fidelity
                                              Stock               Zero            Small                 Money            Asset
                                              Index              Coupon          Company                Market          Manager
                                             Portfolio          Portfolio       Portfolio             Portfolio      Portfolio
                                             ---------         ----------        ---------            ---------      ------
<S>                                           <C>                    <C>              <C>                  <C>         <C> 
Units Purchased                               1,489.93               0.00             0.00                 0.00        0.00
Units Withdrawn                                   0.00               0.00             0.00                 0.00        0.00
Units Transferred Between Funds                   0.00               0.00             0.00                 0.00        0.00
Units Transferred From (To) AIG Life              0.00               0.00             0.00                 0.00        0.00
                                             ---------         ----------        ---------            ---------      ------
Net Increase (Decrease)                       1,489.93               0.00             0.00                 0.00        0.00
Units, at Beginning of the Year                   0.00               0.00             0.00                 0.00        0.00
                                             ---------         ----------        ---------            ---------      ------
Units, at End of the Year                     1,489.93               0.00             0.00                 0.00        0.00
                                             =========         ==========        =========            =========      ======

Unit Value at December 31, 1998              $   18.83         $    11.29        $    9.47            $   10.77      $14.53
                                             =========         ==========        =========            =========      ======
</TABLE>
<PAGE>
<TABLE>


                                                                                 Fidelity
                                                              Fidelity          Investment
                                             Fidelity           High            Grade                 Fidelity         Fidelity
                                              Growth             Income         Bond                  Overseas       Contrafund
                                               Portfolio        Portfolio       Portfolio             Portfolio      Portfolio
                                             ---------         ----------        ---------            ---------      ------
<S>                                               <C>                <C>          <C>                      <C>       <C>     
Units Purchased                                   0.00               0.00         2,299.56                 0.00      2,287.75
Units Withdrawn                                   0.00               0.00             0.00                 0.00        0.00
Units Transferred Between Funds                   0.00               0.00             0.00                 0.00        0.00
Units Transferred From (To) AIG Life              0.00               0.00             0.00                 0.00        0.00
                                             ---------         ----------        ---------            ---------      ------
Net Increase (Decrease)                           0.00               0.00         2,299.56                 0.00      2,287.75
Units, at Beginning of the Year                   0.00               0.00             0.00                 0.00        0.00
                                             ---------         ----------        ---------            ---------      ------
Units, at End of the Year                         0.00               0.00         2,299.56                 0.00      2,287.75
                                             =========         ==========        =========            =========      ======

Unit Value at December 31, 1998              $   17.71         $    11.55        $   11.72            $   12.75      $12.60
                                             =========         ==========        =========            =========      ======
</TABLE>
<TABLE>


                                           VanEck              VanEck     
                                          Worldwide           Worldwide 
                                            Hard               Emerging    
                                           Assets              Markets      
                                         Portfolio            Portfolio                                              
                                      
                                               --                --
<S>                                           <C>               <C> 
Units Purchased                               0.00              0.00
Units Withdrawn                               0.00              0.00
Units Transferred Between Funds               0.00              0.00
Units Transferred From (To) AIG Life          0.00              0.00
                                             -----             -----
Net Increase (Decrease)                       0.00              0.00
Units, at Beginning of the Year               0.00              0.00
                                             -----             -----
Units, at End of the Year                     0.00              0.00
                                             =====             =====
                                            
Unit Value at December 31, 1998              $6.50             $5.83 
                                             =====             =====

</TABLE>

<PAGE>


                                     PART C

                                OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

a.   Financial Statements

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)*

     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 of Counsel (filed electronically herein)

     10.  (i) Consent of Counsel (filed electronically herein)

          (ii)Consent of Independent Accountants (filed electronically herein)

     11.  N/A

     12.  N/A

     13.  Performance Data #

     14.  N/A

     15.  Powers of Attorney

     *    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.
          3 to Form N-4 (File No. 33-39171) filed on May 1, 1993.



<PAGE>


Item 25. Directors and Officers of the Depositor

The following are the Officers and Directors of the Company:

Officers:

Name and Principal                  Position and Offices
Business Address                    with  the Company

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(1,3)    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

Michael Mullin(3)                   Chief Operating Officer, Sr. Vice President

Howard E. Gunton, Jr.(3)            Chief Financial Officer, Sr. 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






Directors:
Name                               Business Address

Michele L. Abruzzo                 American International Life Assurance
                                   Company of New York
                                   80 Pine Street, New York, NY 10005

Paul S. Bell                       AIG Life Insurance Company
                                   One Alico Plaza, 600 King Street
                                   Wilmington, DE 19801

M.R. Greenberg                     American International Group, Inc.
                                   70 Pine Street
                                   New York, New York 10270

Edward E. Matthews                 American International Group, Inc.
                                   70 Pine Street
                                   New York, New York 10270

Jerome T. Muldowney                AIG Global Investment Corp.
                                   175 Water Street
                                   New York, New York 10038

Robinson Kendall Nottingham        AIG Life Insurance Company
                                   70 Pine Street
                                   New York, New York 10270
                                          and
                                   One Alico Plaza, 600 King Street
                                   Wilmington, DE  19801

Nicholas A. O'Kulich               American International Group, Inc.
                                   70 Pine Street
                                   New York, New York 10270

Howard I. Smith                    American International Group, Inc.
                                   70 Pine Street
                                   New York, New York 10270

Edmund Sze-Wing Tse                American International Group, Inc.
                                   70 Pine Street
                                   New York, New York 10270

Gerald W. Wyndorf                  American International Group, Inc.
                                   80 Pine Street
                                   New York, New York 10005

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

Item 27. Number of Contract Owners.

                  21,235

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         Director
                  Kevin Clowe                Director and Vice President
                  Florence Ann Davis         Director and General Counsel
                  Ronald Alan Latz           Director and Vice President
                  Jerome Thomas Muldowney    Director
                  Helen Stefanis             Director and President
                  Philomena Scamardella      Vice President and
                                             Compliance Officer
                  Ken Masiello               Comptroller
                  Elizabeth M. Tuck          Secretary




<PAGE>


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

                  AIG Equity        $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 the Variable Account
         required to be maintained  by Section 31 (a) of Investment  Act of 1940
         and the rules promulgated thereunder.


Item 31. Management Services.

                  Not applicable.

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  certifies that it meets the requirements of the Securities
Exchange Act Rule 485(b)for effectiveness of this registration Statement and has
caused this  Registration  Statement to be signed on its behalf,  in the City of
Wilmington, and State of Delaware on this 30th day of April, 1999


                                              Variable Account I
                                              Registrant

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


                                              By: AIG Life Insurance Company
                                                   Depositor




<PAGE>


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

     Signature                          Title                     Date

/s/ Michele L. Abruzzo                  Director          April 30, 1999
- -------------------------
Michele L. Abruzzo

/s/ Paul S. Bell                        Director          April 30, 1999
- -------------------------
Paul S. Bell

/s M.R. Greenberg                       Director          April 30, 1999
- -------------------------
M.R. Greenberg

/s/ Edward E. Matthews                  Director          April 30, 1999
- --------------------------
Edward E. Matthews

/s/ Jerome T. Muldowney                 Director          April 30, 1999
- ----------------------------
Jerome T. Muldowney

/s/ Robinson Kendall Nottingham         Director          April 30, 1999
- -------------------------------------
Robinson Kendall Nottingham

/s/ Nicholas A. O'Kulich                Director          April 30, 1999
- --------------------------
Nicholas A. O'Kulich

/s/ Howard I. Smith                     Director          April 30, 1999
- -------------------------
Howard I. Smith

/s/ Edmund Sze-Wing Tse                 Director          April 30, 1999
- ----------------------------
Edmund Sze-Wing Tse

/s/ Gerald W. Wyndorf                   Director          April 30, 1999
- -------------------------
Gerald W. Wyndorf

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


<PAGE>



                                INDEX TO EXHIBITS



EXHIBIT                                                       PAGE

9        Opinion of Counsel

10(i)    Consent of Counsel

10(ii)   Consent of Independent Accountants
<PAGE>




                                    EXHIBIT B

                               OPINION OF COUNSEL

Gentlemen:

         I have made such  examination of the law and have examined such company
records and documents as in my judgment are necessary or  appropriate  to enable
me to render the opinion expressed below:

         1. AIG Life  Insurance  Company  is a valid  and  existing  stock  life
insurance company domiciled in the State of Delaware.

         2.  Variable  Account I is a  separate  investment  account of AIG Life
Insurance Company validly existing  pursuant to the Delaware  Insurance Laws and
the Regulations thereunder.

         3. All of the prescribed  corporate  procedures for the issuance of the
Individual  and Group  Single and Flexible  Premium  Deferred  Variable  Annuity
Contracts  (the  "Contracts")  have been  followed,  and when such Contracts are
issued  in  accordance  with  the  Prospectuses  contained  in the  Registration
Statement,  all state  requirements  relating to such  Contracts  will have been
complied with.

         4. Upon the acceptance of premiums made by Contract  Owners pursuant to
a  Contract  issued  in  accordance  with  the  Prospectuses  contained  in  the
Registration  Statement and upon  compliance  with applicable law, such Contract
Owner will have a  legally-issued,  fully-paid,  nonassessable  interest in such
Contract.

This opinion,  or a copy thereof,  may be used as an exhibit to or in connection
with  the  filing  with  the  Securities  and  Exchange  Commission  of the Post
Effective  Amendment No. 9 to the  Registration  Statement on Form N-4 (File No.
33-58504) for the Contracts to be issued by AIG Life  Insurance  Company and its
separate account, Variable Account I.

                                            /s/ Kenneth D. Walma
                                            -----------------------
                                            Kenneth D. Walma
                                            Assistant Secretary and
                                            General Counsel

Dated:  April 30, 1999



                                 EXHIBIT 10 (i)

                               CONSENT OF COUNSEL

               JORDEN BURT BOROS CICCHETTI BERENSON & JOHNSON LLP
                                 SUITE 400 EAST
                       1025 THOMAS JEFFERSON STREET, N.W.
                           WASHINGTON, D.C. 2007-0805
                            TELECOPIER (202) 965-8014

April 30, 1999

AIG Life Insurance Company
One Alico Plaza
600 King Street
Wilmington, DE  19801

Gentlemen:

         We hereby consent to the reference to our name under the caption "Legal
Counsel" in the Statement of Additional  Information contained in Post Effective
Amendment No. 9 to the  Registration  Statement on Form N-4 (File No.  33-58504)
filed by AIG Life Insurance  Company and Variable  Account I with the Securities
and Exchange  Commission  under the  Securities  Act of 1933 and the  Investment
Company Act of 1940.

Very truly yours,

/s/ Jorden Burt Boros Cicchetti Berenson & Johnson
Jorden Burt Boros Cicchetti Berenson & Johnson
<PAGE>


<PAGE>
                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We hereby  consent to the  following  with  respect  to  Post-effective
Amendment No. 9 to the Registration  Statement (No.  33-58504) on Form N-4 under
the Securities Act of 1933 of Variable Account I of AIG Life Insurance Company.

         1. The  inclusion of our report dated  February 5, 1999 relating to our
audits  of  the  financial  statements  of AIG  Life  Insurance  Company  in the
Statements of Additional Information.

         2. The  inclusion  of our report  dated March 12, 1999  relating to our
audit of the  financial  statements  of Variable  Account I in the  Statement of
Additional Information.

         3. The  incorporation  by reference  into the Prospectus of our reports
relating to our audits of the financial statements of AIG Life Insurance Company
and Variable Account I.

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

/s/ PriceWaterhouseCoopers LLP
- ------------------
PriceWaterhouseCoopers LLP

2400 Eleven Penn Center
Philadelphia, Pennsylvania

April 23, 1999



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