VARIABLE ACCOUNT I OF AIG LIFE INS CO
485APOS, 1999-01-28
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    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON October 28, 1999

                                                              FILE NO. 33-39171
                                                                       811-5301
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

         Pre-Effective Amendment No.                          [ ]

         Post-Effective Amendment No.       13                [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

         Amendment No.                      30                [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)

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

                                   Copies to:

         Michael Berenson, Esq.          and  Florence Davis, 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

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

         ___ 60 days after filing pursuant to paragraph (a)(i) of Rule 485
           
          X  on May 1, 1999 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 30, 1998



<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


                             [TRILOGY PROFILE LOGO]

THIS PROFILE IS A SUMMARY OF SOME OF THE MORE  IMPORTANT  POINTS THAT YOU SHOULD
KNOW AND CONSIDER  BEFORE  PURCHASING A VARIABLE  ANNUITY.  THE SECTIONS IN THIS
SUMMARY CORRESPOND TO SECTIONS IN THE ACCOMPANYING  PROSPECTUS WHICH DISCUSS THE
TOPICS IN MORE  DETAIL.  THE  VARIABLE  ANNUITY IS MORE FULLY  DESCRIBED  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 22 variable investment options provided by Merrill Lynch
Asset Management,  L.P. and Alliance Capital Management, L.P. 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. An
IRS 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 your money is allocated.  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.



================================================================
2.       ANNUITY INCOME OPTIONS
================================================================

You can select one of the annuity income options listed below:

(1)      payments for your lifetime;
(2) payments for your lifetime, but for not less than 10 years; and (3) payments
for your lifetime and your survivor's lifetime.

The company may offer other annuity income options, subject to our discretion.

You will need to decide if you want your payments to fluctuate  with  investment
performance,  remain  constant or 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  if $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. or Alliance  Variable Products Series
Fund, Inc.

         The Merrill Lynch Fund
         (Managed by Merrill Lynch Asset Management, L.P.)

         Domestic Money Market
         Prime Bond
         High Current Income
         Quality Equity
         Special Value Focus
         Global Strategy Focus
         Basic Value Focus
         International Equity Focus
         Developing Capital Markets Focus
         Natural Resources Focus and
         Global Utility Focus

         The Alliance  Fund
         (Managed by Alliance Capital Management L.P.)

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

You may also  elect  Dollar  Cost  Averaging.  (The  6-month  DCA may not yet be
available in your state.  Please contact your financial  representative for more
information.)  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.

================================================================
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
Mortality and Expense Risk Fees, 1.25%, and Administrative Fees, 0.15%.

As with other  professionally  managed  investments,  there are also  investment
charges  imposed on contracts with money  allocated to the variable  portfolios,
which are estimated to range from 0.64% to 1.55%.

If you take money out in excess of the amount allowed for in your contract,  you
may be  assessed a  withdrawal  charge  which is a  percentage  of the money you
withdraw. The percentage declines over a seven year period as follows:


Year              1      2       3       4       5        6        7       8+

Withdrawal
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.

In a limited  number of states,  you may also be assessed a state premium tax of
up to 3.5% depending upon the state.


================================================================
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%  IRS  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  withdrawal  charge.
Withdrawals maybe made from your contract in the amount of $500 or more. You may
request a withdrawal in writing. Under systematic withdrawals,  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 are no
withdrawal  charges 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 and a 10% IRS
tax  penalty  may  apply if you are under age  591/2.  Additionally,  withdrawal
charges are not assessed when a death benefit is paid.

================================================================
8. PERFORMANCE  
================================================================
The  value  of  your  annuity  will  fluctuate  depending  upon  the  investment
performance of the portfolio(s) 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.  Withdrawal charges are not reflected in the chart.
Past performance is no guarantee of future results.*

                                                       Inception to
         The Merrill Lynch Fund                        1/31/98

         Domestic Money Market
         Prime Bond
         High Current Income
         Quality Equity
         Special Value Focus
         Global Strategy Focus
         Basic Value Focus
         International Equity Focus
         Developing Capital Markets Focus
         Natural Resources Focus and
         Global Utility Focus

         The Alliance  Fund

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

         * This information will be provided by a subsequent filing.
================================================================
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  the options available to you and which option is
best for you.  The details are shown in the the prospectus.

Traditional Death Benefit

The death benefit is the greater of:


          (1)  the Contract Value; or

          (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  of the  Contract  Value  at any  seventh  Contract
               Anniversary reduced  proportionally by any surrenders 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 in
effect.


Optional Death Benefits

We 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 charges for the optional death
benefit.

Annual Ratchet Plan

If You elected a death benefit  payable  under the Annual  Ratchet Plan, We will
pay the death benefit equal to the greatest of:

          (1)  the Contract Value; or

          (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 of the Contract  Value at any Contract  Anniversary
               reduced  proportionally  by any surrenders in the same proportion
               that the Contract Value was reduced on the date of a surrender.

Equity Assurance Plan

If You selected the Equity  Assurance Plan, We will pay a death benefit equal to
the greatest of:

          (1)  Contract Value;

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

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

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

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

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

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

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

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

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

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

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

Accidental Death Benefit

If you select the  Accidental  Death  Benefit it will be paid in addition to any
other death benefit option. The Accidental Death Benefit is not available if the
Contract is used as an IRA. If you selected the Accidental  Death  Benefit,  the
accidental  death benefit  payable under this option will be equal to the lesser
of:

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

     2.   $250,000.

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

Asset  Rebalancing:  If  selected  by you,  this  program  seeks  to  keep  your
investment in line with your goals.  We will maintain your specified  allocation
mix in the variable investment portfolios.  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.  Your Contract Value must be at least $12,000 to elect
this option.

Systematic  Withdrawal  Program:  If selected by you, this program allows you to
receive either monthly or quarterly  withdrawals during the Accumulation  Phase.
Of course, withdrawals may be taxable and a 10% IRS 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. 

Dollar Cost Averaging:  If selected by you, this program allows you to invest in
the  Portfolios  gradually  over  time at a fixed  dollar  amount  or a  certain
pecentage  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
DCA may not be available in all states.

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 account values.

================================================================
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-three  investment options to which you can allocate your
money -- twenty-two  variable investment options and one fixed investment option
listed below. 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. or the Alliance  Variable  Products
Series Fund, Inc.

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

         Domestic Money Market                  Basic Value Focus
         Prime Bond                             International Equity Focus
         High Current Income                    Developing Capital Markets Focus
         Quality Equity                         Natural Resources Focus
         Special Value Focus                    Global Utility Focus
         Global Strategy Focus

         Alliance  Fund
         (managed by Alliance Capital Management L.P.)

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

                                                         1

<PAGE>



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 page the last
paragraph  of this  prospectus.  For a free  copy of the  SAI,  call us at (800)
340-870-1453 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


THE CONTRACT


INVESTMENT OPTIONS


CHARGES AND DEDUCTIONS


ACCESS TO YOUR MONEY

ANNUITY PAYMENTS


DEATH BENEFIT


PERFORMANCE

TAXES


OTHER INFORMATION


FINANCIAL STATEMENTS

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

APPENDIX A - CONDENSED FINANCIAL 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 Reimbursement(1)

                                          Management     Other           Total
                                            Fee        Expenses(2)      Expenses
Merrill Lynch Fund(3)

Domestic Money Market....................
Prime Bond...............................
High Current Income......................
Quality Equity...........................
Special Value............................
Global Strategy Focus....................
Basic Value Focus........................
International Equity Focus...............
Developing Capital Markets Focus.........
Natural Resources Focus..................
Global Utility Focus.....................

Alliance Fund(4)

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

(1)      No deduction  will be made for any premium or other taxes levied by any
         state unless imposed by the state where you reside.

(2)      Other expenses are based on the expenses  outlined in the  prospectuses
         for the Merrill Lynch Fund and the Alliance Fund.

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

          [TO BE PROVIDED BY A SUBSEQUENT AMENDMENT TO THIS FILING]


                                                         6

<PAGE>



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

          [TO BE PROVIDED BY A SUBSEQUENT AMENDMENT TO THIS FILING]


                                                         7

<PAGE>



Example

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
                                          ------   -------   -------    --------
Merrill Lynch Fund

Domestic Money Market...................
Prime Bond..............................
High Current Income.....................
Quality Equity..........................
Special Value...........................
Global Strategy Focus...................
Basic Value Focus.......................
International Equity Focus..............
Developing Capital Markets Focus........
Natural Resources Focus.................
Global Utility Focus....................

Alliance Fund

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




                                                         8

<PAGE>



                                                 If you annuitize or you
do not surrender after:

                                          1 Year   3 Years   5 Years    10 Years
Merrill Lynch Fund                        ------   -------   -------    --------
                                                       
Domestic Money Market....................
Prime Bond...............................
High Current Income......................
Quality Equity...........................
Special Value............................
Global Strategy Focus....................
Basic Value Focus........................
International Equity Focus...............
Developing Capital Markets Focus.........
Natural Resources Focus..................
Global Utility Focus.....................

Alliance Fund

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

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.

Historical accumulation unit values are contained in Appendix A.

                                                         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 made 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  on each  day that the New York  Stock  Exchange  ("NYSE")  is open for
trading.

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 Statement of
Additional Information contains a detailed explanation of how Accumulation Units
are valued.

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

                                                        11

<PAGE>





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.

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

<PAGE>



$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 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.

Amounts periodically  transferred 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.

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 Fund and the Alliance Fund are mutual funds  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.

                                                        14

<PAGE>



Merrill Lynch Variable Series Fund, Inc.

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.

Prime  Bond  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 primarily in long-term corporate bonds rated in the top three ratings
categories by established rating services.

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.

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.

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.

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.


                                                        15

<PAGE>



International  Equity  Focus  Fund  seeks to obtain  capital  appreciation  and,
secondarily, income by investing in a diversified portfolio of equity securities
of issuers located in countries other than the United States.

Developing  Capital Markets Focus Fund seeks long-term  capital  appreciation by
investing in securities,  principally  equities,  of issuers in countries having
smaller  capital markets which means all countries other than the four countries
having the largest equity market capitalizations.  The portfolio has established
no rating criteria for the debt securities in which it may invest, and will rely
on management's judgment in evaluating the creditworthiness of an issuer of such
securities.  Because  investment in such securities  entails  relatively greater
risk of loss of income or  principal,  an investment in the portfolio may not be
appropriate  as the  exclusive  investment  to fund a contract.  In an effort to
minimize the risk, the Developing  Capital Markets Focus 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.

Natural  Resources  Focus Fund seeks to attain  long-term  growth of capital and
protection of the purchasing  power of capital by investing  primarily in equity
securities of domestic and foreign  companies with substantial  natural resource
assets.

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.

Alliance Variable Products Series Fund, Inc.

Growth  Portfolio  seeks long term growth of capital by  investing  primarily in
common stock 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.

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.

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.

                                                        16

<PAGE>





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.

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.

Quasar  Portfolio  seeks  growth of capital by  pursuing  aggressive  investment
policies. It 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  by  investing  in a portfolio of
equity  securities  of issuers that are  primarily  engaged in or related to the
real estate industry.

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  investment
portfolio will include equity  securities of companies that management  believes
are beneficiaries of the privatization process.

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).  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.

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.


                                                        17

<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.  All of the assets in
the general  account are chargeable  with the claims of Owners as well as of 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

                                                        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.

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

                                                        19

<PAGE>



     (2)  up to 10% of premium paid, less the amount of any prior surrender [and
          any accrued charges for optional death benefits].

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 state or
local law.  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 Merrill
Lynch Fund and the Alliance Fund and are summarized in the fee table.

Reduction or Elimination of Certain Charges and Additional Amounts Credited


                                                        20

<PAGE>



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;

          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  written  request  to our  Administrative
Office.  We will calculate your surrender as of the end of the Valuation  Period
during which we receive your

                                                        21

<PAGE>



complete and detailed  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.

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.


                                                        22

<PAGE>



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

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

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

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

Generally

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

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

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

Annuity Options

The contract offers three annuity options described below. Other annuity options
may be made available,  including  other  guarantee  periods and options without
life contingencies,  subject to our discretion.  If you do not choose an annuity
option,  annuity payments will be made in accordance with option 2 for 10 years.
If the  annuity  payments  are for joint  lives,  then we will make  payments in
accordance  with option 3. Where  permitted by state law, we may pay the annuity
in one lump sum if your Contract  Value is less than $2,000.  Likewise,  if your
annuity payments

                                                        23

<PAGE>



would be less than $100 a month,  we have the right to change the  frequency  of
your payment to be on a  semiannual  or annual basis so that the payments are at
least $100. We will make annuity  payments to you unless you  designate  another
person to receive  them.  In that case,  you must  notify us in writing at least
thirty days before the Annuity Date. You will remain fully  responsible  for any
taxes related to the annuity payments.

Option 1 - Life Income

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

Option 2 - Life Annuity with 10 Years Guaranteed

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

Option 3 - Joint and Last Survivor Income

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

Variable Annuity Payments

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

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

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

          o    the performance of the portfolios you selected;

          o    the Annuity Option you selected.

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


                                                        24

<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
                                                       25

<PAGE>



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

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

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 Premiums subsequent to the Contract  Anniversary reduced
               proportionally  by any  surrenders  subsequent  to that  Contract
               Anniversary  in the same  proportion  that the Contract Value was
               reduced on the date of a surrender; or

                                                        26

<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 payments; 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.


                                                        27

<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.

                                                        28

<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 the 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.


                                                        29

<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  bond  and  government  security  prices  as
               

                                                        30

<PAGE>



               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 "IRC") 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 further below.

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

Tax Treatment of Distributions -- Non-qualified Contracts

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

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

         (2)      to your beneficiary after you die;

         (3)      after you become disabled;

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

         (5)      under an immediate annuity.



<PAGE>



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 an owner of an  annuity,  certain  distributions  must be made
under the contract:

     o    If any 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 any 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.




<PAGE>



Section 1035 Exchanges

IRC 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 IRC 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; and 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

IRC  Section  408  permits  eligible  individuals  to  contribute  to an IRA. By
attachment of an endorsement that reflects the limits of IRC 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


<PAGE>



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 in connection with an IRA by this Prospectus are not
available in all states.  The  Accidental  Death Benefit option is not available
when contracts are issued in connection with an IRA.

Roth IRAs

IRC 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. IRC 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 in  connection  with a 403(b) Plan by this
Prospectus 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.




<PAGE>


DIVERSIFICATION AND INVESTOR CONTROL

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

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

WITHHOLDING

We are  required to  withhold  Federal  income  taxes on  withdrawals,  lump sum
distributions, and annuity payments that include taxable income unless the payee
elects to not have any withholding or in certain other circumstances.  If you do
not provide a social  security number or other taxpayer  identification  number,
you will not be permitted to elect out of withholding. Special withholding rules
apply to payments made to non-resident aliens.

For lump-sum  distributions  or withdrawals,  we are required to withhold 10% of
the taxable portion of any withdrawal or lump sum distribution  unless you elect
out of  withholding.  For annuity  payments,  the company  will  withhold on the
taxable portion of annuity payments based on a withholding  certificate you file
with us. If you do not file a certificate,  you will be treated, for purposes of
determining your withholding rates, as a married person with three exemptions.

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



<PAGE>




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

AIG Life Insurance Company

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

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

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

Ownership

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

Voting Rights

To the extent  required  by law, we will vote the  portfolio  shares held in the
variable  account  at  shareholder  meetings  in  accordance  with  instructions
received from persons having a voting

                                                        37

<PAGE>



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.

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.

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.


                                                        38

<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. We are a subsidiary of AIG.

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

                                                        39

<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.

Legal Proceedings

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

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

Financial  statements 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.

                                                        40

<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......................                   

Annuity Provisions...................................                   

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

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



                                                     41

<PAGE>



===============================================================
                                   APPENDIX A
================================================================

                                       CONDENSED FINANCIAL INFORMATION
                                          ACCUMULATION UNIT VALUES*
<TABLE>


                                                     1998     1997     1996     1995    1994     1993   1992
Merrill Lynch Fund
<S>                                                  <C>      <C>      <C>      <C>     <C>      <C>    <C>

Domestic Money Market................................
Prime Bond...........................................
High Current Income..................................
Quality Equity.......................................
Special Value Focus..................................
Global Strategy Focus................................
Basic Value Focus....................................
International Equity Focus...........................
Developing Capital Markets Focus.....................
Natural Resources Focus..............................
Global Utility Focus.................................


Alliance  Fund

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

</TABLE>


                                                      42

<PAGE>


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

         Merrill Lynch Fund

         Domestic Money Market                          February 2, 1998
         Prime Bond                                     February 2, 1998
         High Current Income                            February 2, 1998
         Quality Equity                                 February 2, 1998
         Special Value Focus                            February 2, 1998
         Global Strategy Focus                          February 2, 1998
         Basic Value Focus                              February 2, 1998
         International Equity Focus                     February 2, 1998
         Developing Capital Markets Focus               February 2, 1998
         Natural Resources Focus                        February 2, 1998
         Global Utility Focus                           February 2, 1998


         Alliance  Fund 

         Growth                                         August 12, 1994
         Growth and Income                              April 16, 1992
         U.S. Government/High Grade Securities          June 14, 1993
         Global Dollar Government                       May 26, 1994
         Premier Growth                                 December 7, 1992
         Total Return                                   September 12, 1994
         Quasar                                         August 15, 1996
         Real Estate  Investment                        January 7, 1997
         Worldwide  Privatization                       October 17, 1994
         High Yield                                     September 9, 1997
         Technology                                     January 22, 1996



                                                      43

<PAGE>


                                     PART B

                       

                       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 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 AIG  Life
Insurance  Company,  Attention:  Variable  Products,  One Alico Plaza,  600 King
Street, Wilmington, Delaware 19801.



                                                         1

<PAGE>



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


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


                                                         2

<PAGE>



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

AIG Life Insurance Company

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

Independent Accountants

Our  financial  statements  have been  audited by  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 I directly to selling dealers and  representatives  on
behalf of AIGESC.  Aggregate commissions were $__________ in 1998, $_________ in
1997, and $__________ in 1996.  Commissions retained by AIGESC were $___________
in 1998, $193,263.91 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.

                                                         3

<PAGE>



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

Yield and Effective Yield Quotations for the Money Market Subaccount

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

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

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

For purposes of the yield and effective  yield  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 I included in the  registration
statement,   and  are  computed  by  dividing  the  net  investment  income  per
Accumulation  Unit earned  during the period by the maximum  offering  price per
unit on the last day of the period, according to the following formula:

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

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

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

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

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

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

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

Total Return Quotations

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


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

                                            P(1+T)n = ERV

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

                  T = average annual total return

                  n = number of years

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

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
I's  investment  returns  or upon  returns  in  general.  These  effects  may be
illustrated in charts or graphs and may include comparisons at various points in
time of returns  under the contract or in general on a  tax-deferred  basis with
the returns on a taxable basis. Different tax rates may be assumed.

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

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

         (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 financial  statements and those of Variable  Account I are included  herein.
Our financial statements shall be considered only as bearing upon our ability to
meet our obligations under the contract.



                                                        10


<PAGE>


                                     PART C

                                OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

a.   Financial Statements to be filed by a subsequent amendment

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 to be filed by a subsequent amendment.

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

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

     11.  N/A

     12.  N/A

     13.  Performance Data #

     14.  N/A

     15.  Powers of Attorney to be filed by a subsequent amendment.


     *    Incorporated by reference to Registrant's Post-Effective Amendment No.
          29 to Form N-4 (File No. 33-39171), filed on October 26, 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

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

John R. Skar(3)                     Director, Sr.Vice President Chief Actuary

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

James A. Bambrick(2)                Senior Vice President

Robert Liguori(3)                   Senior 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


<PAGE>


Directors:
Name                               Business Address

Michele L. Abruzzo                 American International Life Assurance
                                   Company of New York
                                   80 Pine Street, New York, NY 10005

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        American International Group, Inc.
                                   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

John R. Skar                       AIG Life Insurance Company
                                   One Alico Plaza, 600 King Street
                                   Wilmington, DE 19801

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
<PAGE>


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.

          [This will be provided by a subsequent amendment to this filing.]

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  A,  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


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

                  AIG Equity       [to be provided       $0                $0
                  Sales Corp.      by a subequent 
                                   amendment to
                                   this filing]

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 28th day of January, 1999


                                             Variable Account I
                                             Registrant


                                             By:  Kenneth D. Walma
                                             ----------------------
                                             Kenneth D. Walma,
                                             Assistant Secretary and Associate
                                             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            January 28, 1999
- -------------------------
Michele L. Abruzzo

/s M.R. Greenberg                       Director            January 28, 1999
- -------------------------
M.R. Greenberg

/s/ Edward E. Matthews                  Director            January 28, 1999
- --------------------------
Edward E. Matthews

/s/ Jerome T. Muldowney                 Director            January 28, 1999
- ----------------------------
Jerome T. Muldowney

/s/ Robinson Kendall Nottingham         Director            January 28, 1999
- -------------------------------------
Robinson Kendall Nottingham

/s/ Nicholas A. O'Kulich                Director            January 28, 1999
- --------------------------
Nicholas A. O'Kulich

/s/ John R. Skar                        Director            January 28, 1999
- -------------------------
John R. Skar

/s/ Howard I. Smith                     Director            January 28, 1999
- -------------------------
Howard I. Smith

/s/ Edmund Sze-Wing Tse                 Director            January 28, 1999
- ----------------------------
Edmund Sze-Wing Tse

/s/ Gerald W. Wyndorf                   Director            January 28, 1999
- -------------------------
Gerald W. Wyndorf

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




<PAGE>






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