VARIABLE ACCOUNT I OF AIG LIFE INS CO
N-4, 2000-05-04
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       As Filed With The Securities and Exchange Commission On May 4, 2000

                              File Nos. 333-_______
                                    811-5301

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

         Pre-Effective Amendment No.                          [   ]
         Post-Effective Amendment No.                         [   ]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

         Amendment No.                                        [   ]

                        (Check appropriate box or boxes.)

                               VARIABLE ACCOUNT I
                           (Exact Name of Registrant)

                           AIG Life Insurance Company
                               (Name of Depositor)

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

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

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



<PAGE>


            Copies to:

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

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

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

immediately  upon filing  pursuant to paragraph (b) of Rule 485 ___ on _________
pursuant  to  paragraph  (b) of Rule 485 ___ 60 days after  filing  pursuant  to
paragraph  (a)(i) of Rule 485 on ______ pursuant to paragraph (a)(i) of Rule 485
___ on _____ pursuant to paragraph (a)(ii) of Rule 485

If appropriate, check the following box:

Title of Securities Being Registered: Group Immediate Variable Annuity Contract.

The registrant hereby amends this  registration  statement on such date or dates
as may be necessary to delay its effective date until the registrant  shall file
a further amendment which specifically  states that this registration  statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  registration  statement  shall  become
effective on such date as the Securities and Exchange Commission acting pursuant
to said Section 8(a) may determine.


<PAGE>


                                     PART A


<PAGE>


                                   PROSPECTUS

                               ____________, 2000

                    GROUP IMMEDIATE VARIABLE ANNUITY CONTRACT

                                    issued by

                           AIG LIFE INSURANCE COMPANY

                                   through its

                               VARIABLE ACCOUNT I

This prospectus  describes a single premium immediate  variable annuity contract
offered to individuals  within groups.  The minimum  initial premium is $20,000.
Additional premium is not accepted. Please read this prospectus carefully before
investing and keep it for future reference.

The description of the contract in this  prospectus is fully  applicable to your
certificate and the word "contract" includes any such certificate.

The  contract  is  available  as a  qualified  contract,  such as an  individual
retirement annuity contract funded with rollovers from tax-qualified  plans, and
as a non-qualified contract funded with money from any source.

The contract  provides  several  options for annuity  payments  beginning on the
Income  Start Date.  You select the annuity  option at the time of purchase  and
annuity payments must begin within 12 months from the Contract Date.

The contract has eight investment options to which you can allocate your money -
seven variable  investment  options and one fixed investment  option.  The fixed
investment  option is part of our general  account and, if chosen,  your annuity
payments will each be the same amount. If you select a variable annuity payment,
your periodic  payments will change  depending on the investment  performance of
the portfolios you select. You bear the investment risk. The variable investment
options are portfolios of the Universal  Institutional  Funds, Inc.  ("Universal
Funds") managed by Morgan Stanley Asset Management.

To learn more about the  contract,  you can  obtain a copy of the  Statement  of
Additional  Information ("SAI") dated  ________________,  2000. The SAI has been
filed with the Securities and Exchange Commission ("SEC") and is incorporated by
reference into this prospectus.  The table of contents of the SAI appears on the
last  page of this  prospectus.  For a free  copy of the  SAI,  call us at (877)
299-1724  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 that
we have filed electronically with the SEC.

Variable  annuities  involve  risks,  including  possible  loss of  principal or
reduced  income.  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.


<PAGE>


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

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

DEFINITIONS.................................................................

SUMMARY OF THE CONTRACT.....................................................

FEE TABLES..................................................................

CONDENSED FINANCIAL INFORMATION.............................................

INVESTMENT OPTIONS..........................................................

CHARGES AND DEDUCTIONS......................................................

THE CONTRACT................................................................

ANNUITY PAYMENTS............................................................

ACCESS TO YOUR MONEY........................................................

DEATH BENEFIT...............................................................

PERFORMANCE.................................................................

TAXES.......................................................................

OTHER INFORMATION...........................................................

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

APPENDIX A..................................................................

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION....................


<PAGE>


=====================================================================
                                   DEFINITIONS

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

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

Annuitant  - The person you  designate  whose life  determines  the  duration of
annuity  payments  involving  life  contingencies.  The Annuitant is usually the
owner  of the  contract,  but in some  circumstances  the  owner  may not be the
Annuitant. Certain annuity options under the contract permit a Joint Annuitant.

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

Assumed  Investment  Return - The net investment  return that will cause annuity
payments to remain level. The Assumed  Investment  Return is used in calculating
the initial and subsequent variable annuity payments.

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

Contract Date - The date your contract is issued and becomes effective.

Contract Year - Each twelve-month period beginning on the Contract Date.

Income  Change  Date - The date on which the  amount of  variable  payments  are
changed. Income Change Dates occur as specified in your contract.

Income Start Date - The date on which annuity  payments  begin.  You choose this
date when you  purchase  the  contract.  It must be the first day of a month and
cannot be later than 12 months after the Contract Date.

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

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


<PAGE>


===============================================================
                             SUMMARY OF THE CONTRACT

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

The  summary  provides  a brief  overview  of the  significant  features  of the
contract.  You can find additional  information later in the prospectus,  in the
SAI, and in the contract.  The  prospectus  applies  principally to the variable
investment  options and related  aspects of the contract.  The fixed  investment
option is discussed under the heading "Fixed Investment Option."

Purpose

The single premium immediate variable annuity contract provides annuity payments
for the life of the Annuitant,  and under certain  options,  the life of a Joint
Annuitant. You may select from a number of annuity payment options. You may also
choose a guaranteed minimum number of years of annuity income.  Annuity payments
may be provided on a variable  basis,  a fixed basis,  or a combination of fixed
and variable.

Type of Contract

If you are eligible,  you may purchase the contract as an individual  retirement
annuity ("IRA") with contributions  rolled-over from tax-qualified plans such as
401(k)  Plans,  403(b)  Plans or IRAs.  You may also  purchase the contract as a
non-tax qualified retirement plan for an individual.

Purchase of the Contract

The minimum  amount to  purchase a contract is $20,000.  We reserve the right to
reject  payments in excess of limits we establish from time to time. In general,
we will not issue a contract to anyone who is over age 80, but reserve the right
to increase or decrease that age.

The Investment Options

On your  application  you may allocate  your premium to our variable  account to
provide a variable  annuity.  Our variable account is divided into  subaccounts,
seven of which are offered  under the  contract.  Each of the seven  subaccounts
invests  exclusively in shares of a specific  portfolio of the Universal  Funds.
The portfolios currently offered are:

Equity Growth Portfolio                 Money Market Portfolio
Fixed Income Portfolio                  Technology Portfolio
International Magnum Portfolio          Value Portfolio
Mid Cap Growth Portfolio

Allocating part or all of your premium to a subaccount means you have elected to
be paid,  at least in part, by a variable  annuity.  The amount of your variable
annuity   payment  will  increase  or  decrease   depending  on  the  investment
performance of the subaccounts you selected.  You bear the investment  risks for
amounts allocated to a subaccount.

You can also  allocate  all or part of your  premium to the general  account and
receive a fixed  annuity  payout.  Under this option,  the  periodic  amount you
receive will not change.

Charges and Deductions

The company does not deduct a sales load from your premium,  but does deduct the
following charges in connection with the contract.  For additional  information,
see "Charges and Deductions."

Mortality and Expense  Charge.  We deduct a daily charge from the assets of each
subaccount  for mortality  and expense  risks.  The maximum  charge is 1.25% per
annum based on each subaccount's average daily net assets.

Premium  Tax  Charge.  We assess a premium  tax charge as  compensation  for any
premium  tax we incur  related to the  contract.  We deduct the charge from your
premium if we incur or will incur a premium  tax. We reserve the right to deduct
this charge when due or at anytime thereafter.

Transaction Charges

Partial Withdrawals:  Annuity options with term certain periods (options 2, 4, 7
and 9) offer partial  withdrawal  rights.  We do not  currently  charge for this
benefit,  but we reserve  the right to assess a charge of up to $200 at the time
of a withdrawal.

Complete  Surrenders:  Annuity  options 6 through  10 offer  complete  surrender
rights within eighteen months of the Contract Date.

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

There is a $200 transaction charge at surrender.

Other  Expenses.  The  management  fees and other expenses of the portfolios are
paid  by the  portfolios  and  are  reflected  in the net  asset  values  of the
portfolios' shares.

Right to Examine Contract

You may cancel your  contract  within ten days after  receiving it (or longer if
your state  requires).  We will refund your  premium,  adjusted  for  investment
performance.  Some  states  require  a  return  of  premium  without  regard  to
investment performance.

Contacting the Company

You can contact us at the following address and phone number: AIG Life Insurance
Company,  Attention:  Variable  Products,  One  Alico  Plaza,  600 King  Street,
Wilmington, Delaware 19801, (877) 299-1724.

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

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

Owner Transaction Expenses

Sales Load................................................................None
Partial Withdrawal Charge(1)(3)...........................................None
Charge for Surrender(2)(3)................................................$200
Transfer Fee(4)...........................................................None

Variable Account Annual Expenses (as a percentage of average account value)

Mortality and Expense Charge.............................................1.25%


(1)      We do not currently impose a charge for partial withdrawals,  which are
         only  permitted  in the term certain  annuity  options 2, 4, 7 or 9. We
         reserve the right to assess a  transaction  charge of up to $200 at the
         time of a withdrawal.

(2)      Surrender  rights are available  for annuity  options 6 through 10. The
         charge is assessed if you surrender  your contract as permitted  during
         the first eighteen months from the Contract Date.

(3)      For the  amount  available  when you  make a  partial  withdrawal  or a
         surrender, see "Computing the Partial Withdrawal Amount" and "Computing
         the  Surrender  Amount." For tax  consequences,  see "Tax  Treatment of
         Distributions   --   Qualified   Contracts"   and  "Tax   Treatment  of
         Distributions - Non-Qualified Contracts."

(4)      We do not currently  impose a charge on transfers among the subaccounts
         or to the fixed  account  although we reserve the right to impose a fee
         of $10 per  transfer  after the first 12  transfers  during a  Contract
         Year.

                            Annual Portfolio Expenses

                           After Waivers/Reimbursement

                     (as a percentage of average net assets)


<TABLE>

                                                                              Total Annual
                                              Management       Other           Portfolio
                                                Fees(1)      Expenses(1)       Expenses(2)

<S>                                             <C>            <C>              <C>
Equity Growth Portfolio                         0.29%          0.56%            0.85%
Fixed Income Portfolio                          0.14%          0.56%            0.70%
International Magnum Portfolio                  0.29%          0.87%            1.16%
Mid Cap Growth Portfolio (annualized)           0.00%          1.05%            1.05%
Money Market Portfolio                          0.08%          0.47%            0.55%
Technology Portfolio (annualized)               0.00%          1.15%            1.15%
Value Portfolio                                 0.18%          0.67%            0.85%
</TABLE>

(1)  Management  fees and other  expenses are based on the expenses  outlined in
     the prospectus for the Universal Institutional Funds.

(2)  Total annual portfolio expenses for the following portfolios before waivers
     and  reimbursement  by Morgan  Stanley Asset  Management for the year ended
     December 31, 1999, were as follows:

<TABLE>
<S>                                                <C>            <C>              <C>
         Equity Growth Portfolio                   0.55%          0.56%            1.11%
         Fixed Income Portfolio                    0.40%          0.56%            0.96%
         International Magnum Portfolio            0.80%          0.87%            1.67%
         Mid Cap Growth Portfolio (annualized)     0.75%          7.31%            8.06%
         Money Market Portfolio                    0.30%          0.47%            0.77%
         Technology Portfolio (annualized)         0.80%         11.77%            12.57%
         Value Portfolio                           0.55%          0.67%             1.22%
</TABLE>

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

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

Historical  accumulation  unit values are not included because no contracts have
been issued using the subaccounts described in this prospectus.

=====================================================================
                               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 businesses 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 businesses. 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. The variable account maintains
subaccounts  that are not  available  under the  contract.  We may, from time to
time,  and in our sole  discretion,  add,  remove  or close  subaccounts  to new
premium or transfers if marketing  needs,  tax or regulatory  considerations  or
investment  conditions  warrant.  No substitution of shares of one portfolio for
another  will be made until you have been  notified  and we have  complied  with
legal  requirements.  If deemed to be in the best  interest  of  persons  having
voting  rights under the  contract,  the  variable  account may be operated as a
management company under the 1940 Act, may be deregistered under that Act in the
event such  registration is no longer  required,  or may be combined with one or
more other variable accounts.

The Fund and Its Portfolios

Universal  Funds is a mutual fund  registered  with the SEC.  It has  additional
portfolios that are not available under the contract.  As the fund's  investment
adviser,  Morgan  Stanley  Asset  Management  may  compensate  us for  providing
administrative  services in connection  with the  portfolios of the fund offered
under the contract. Such compensation will be paid from its assets.

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

Universal Institutional Funds, Inc.

Equity  Growth  Portfolio  seeks  long-term  capital  appreciation  by investing
primarily   in   growth-oriented   equity   securities   of  medium   and  large
capitalization  companies.  Its  adviser  seeks to  maximize  long-term  capital
appreciation by investing  primarily in the equity  securities of U.S. and, to a
limited extent,  foreign companies that exhibit strong or accelerating  earnings
growth. The universe of eligible companies  generally includes those with market
capitalizations  of $1  billion  or  more.  The  adviser  emphasizes  individual
security  selection  and may focus the  portfolio's  holdings  within the limits
permissible for a diversified fund.

Fixed Income Portfolio seeks  above-average  total return over a market cycle of
three to five  years by  investing  primarily  in a  diversified  mix of  dollar
denominated   investment  grade  fixed  income  securities,   particularly  U.S.
government,  corporate and mortgage  securities.  The portfolio  ordinarily will
maintain an average weighted maturity in excess of five years. The portfolio may
invest   opportunistically  in  non-dollar   denominated  securities  and  below
investment grade  securities;  and it may use futures,  swaps and other types of
derivatives in managing the portfolio.

International Magnum Portfolio seeks long-term capital appreciation by investing
primarily in equity securities of non-U.S.  issuers domiciled in EAFE countries.
EAFE  countries  include  Japan,  most  nations in  Western  Europe and the more
developed  nations  of Asia,  such as Hong  Kong  and  Singapore.  However,  the
portfolio  also may invest up to 5% of its assets in  countries  not included in
the EAFE Index,  including  emerging  market  countries.  Its  adviser  seeks to
achieve  superior  long-term  returns by  creating a  diversified  portfolio  of
undervalued  international equity securities.  To achieve this goal, the adviser
uses a combination of strategic  geographic  asset  allocation and  fundamental,
value oriented stock selection.

Mid Cap Growth Portfolio seeks long-term  capital growth by investing  primarily
in common  stocks of companies  with  capitalizations  in the range of companies
included in the S&P MidCap 400 Index (currently $500 million to $6 billion). Its
adviser  focuses on  companies  that  demonstrate  one or more of the  following
characteristics:   high  earnings  growth  rates,   growth   stability,   rising
profitability  and the ability to produce earnings that consistently beat market
expectations.

Money Market  Portfolio  seeks to maximize  current income and preserve  capital
while maintaining high levels of liquidity.  Its adviser and Morgan Stanley Dean
Witter Advisors Inc., as its sub-adviser, seek as high a level of current income
as is consistent  with  preservation of capital while  maintaining  liquidity by
investing in money market  instruments with effective  maturities of 397 days or
less. In selecting  investments,  the adviser and subadviser  seek to maintain a
share price of $1.00 per share.

Technology Portfolio seeks long-term capital appreciation by investing primarily
in equity securities of companies that its adviser expects to benefit from their
involvement in technology and technology-related  industries.  The adviser seeks
to maximize long-term capital appreciation by identifying  significant long-term
technology  trends and by investing  primarily in companies the adviser believes
are positioned to benefit materially from these trends.

Value Portfolio seeks above-average total return over a market cycle of three to
five years by  investing  primarily in common  stocks of  companies  with equity
capitalizations  greater than $2.5 billion. The portfolio focuses on stocks that
are  undervalued in comparison  with the stock market as a whole, as measured by
the S&P 500 Index.  The portfolio may purchase stocks that do not pay dividends.
The portfolio may invest, to a limited extent, in foreign equity securities.

Fixed Investment Option

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

To the extent  that you  allocate  premium or  transfer  amounts  into the fixed
investment  option,  we  guarantee  that the amount of the annuity  payments you
receive will be unaffected by investment performance.

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

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

Mortality and Expense Charge

As part of our  calculation  of the value of  Annuity  Income  Units  during the
income phase,  we deduct the mortality and expense charge on a daily basis.  The
mortality and expense  charge is equal,  on an annual basis,  to a percentage of
the daily value of the variable portion of your contract. We may offer different
rates to  different  groups,  based  upon our  assessment  of the risks that are
involved.  Once the charge is established it will not change for the group.  The
maximum rate we will charge any group is 1.25%.  The charge  compensates  us for
the expenses of administering  the contract,  for assuming the risk that we will
have to make annuity payments for longer than we anticipate and for assuming the
risk that current  charges will be insufficient in the future to cover the costs
associated  with  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.

Transaction Charges

Partial Withdrawals.  Annuity options with 2, 4, 7 and 9 have partial withdrawal
rights. We do not currently charge for this benefit, but we reserve the right to
assess a charge of up to $200 at the time of a withdrawal.

Complete Surrenders. Annuity options 6 through 10 have complete surrender rights
within eighteen months of the Contract Date. There is a $200 transaction  charge
at surrender.

For the amount available when you make a withdrawal or surrender, see "Computing
the Partial Withdrawal Amount" and "Computing the Surrender Value."

Premium Taxes

We will deduct  from your  premium any premium tax imposed on us by the state or
locality where you reside.  Premium taxes  currently  imposed on the contract by
various  states range from 0% to 1% of premium for qualified  contracts and from
0% to 3.5% of premium  for  non-qualified  contracts.  In  addition,  some local
governments  may also levy a premium  tax.  These taxes are  deducted  from your
premium in determining the amount of income.

Income Taxes

Although  we do not  currently  deduct any  charge  for income  taxes or federal
deferred  acquisition cost taxes (also referred to as DAC taxes) attributable to
your contract, we reserve the right to do so in the future.

Fund Expenses

There are  deductions  from and  expenses  paid out of the assets of the various
portfolios.  These  charges are  described in the  prospectus  for the Universal
Funds and are summarized in the fee table.

Reduction of Certain Charges and Additional Amounts Credited

We may charge a  mortality  and  expense  charge  that is lower than the maximum
charge,  reduce or  eliminate  transaction  charges or lower the minimum  single
premium  requirement  when the contract is sold to groups of  individuals  under
circumstances which reduce our sales,  administrative,  or any other expenses or
mortality  risks.  We may also vary the initial  monthly  annuity rate per $1 of
premium. Any variation in charges under the contract will reflect differences in
costs,  services  or risks,  and will not be  unfairly  discriminatory.  We will
determine the eligibility of such groups by considering factors such as:

(1)  the size and nature of the group;

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

(3)  any other  circumstances  which we believe to be  relevant  in  determining
     whether  reduced sales,  administrative  or any other expenses or mortality
     risks may be expected.

Any reduction or elimination may be withdrawn or modified by us.

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

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

General Description

An  annuity is a  contract  between  you,  as the  owner,  and a life  insurance
company. The contract provides guaranteed income in the form of annuity payments
beginning  on the Income  Start  Date you select  which must be within 12 months
after the Contract Date.

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,  the amount of the variable  annuity  payments
you receive will depend on the  investment  performance  of the  portfolios  you
select.

The  contract  also has a fixed  investment  option  that is part of our general
account.  Each  annuity  payment  you  receive  from the fixed  portion  of your
contract  will  be for the  same  amount  and  will  not  vary  with  investment
performance.

Purchasing a Contract

The  minimum  investment  for both  qualified  and  non-qualified  contracts  is
$20,000.  We may refuse any premium. In general, we will not issue a contract to
anyone who is over age 80, but we reserve  the right to lower or  increase  this
age for new contracts.

Allocation of Premium

When you  purchase a  contract,  you will tell us how to allocate  your  premium
among the investment options.  At the time of application,  we must receive your
premium  before the contract will be effective.  We will issue your contract and
allocate  your 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 authorize 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 us at AIG Life Insurance Company,  Attention:  Variable  Products,  One Alico
Plaza, 600 King Street,  Wilmington,  Delaware 19801. You will receive the value
of your contract  calculated  on the day we receive your  request,  which may be
more or less than the money you 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.

Transfers Among Investment Options

You can transfer a portion of your premium that is allocated to provide variable
annuity  payments and reallocate  them among the  investment  options by written
request or by telephone.  We reserve the right to charge $10 per transfer  after
the first 12 transfers in a Contract  Year.  You may not make transfers from the
fixed  investment  option  to a  variable  investment  option,  but you may make
transfers from the variable investment options to the fixed investment option or
to other variable investment options.

The minimum  amount you can transfer is $50 per month of income.  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  Universal  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.  In  particular,  in order to prevent  excessive  use of the  exchange
privilege that may potentially disrupt the management of the Universal Funds and
increase  transaction  costs we reserve the right to reject  telephone  exchange
requests  placed by any one  person on  behalf  of more  than one  contract  and
require that they be submitted by U.S. mail.

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

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

Generally

Beginning on the Income Start Date, you will receive periodic 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 Income  Start  Date,  which must be the first day of a month and
must be within 12 months after the Contract Date. Annuity payments must begin by
the Annuitant's  80th birthday.  If a state requires that annuity payments begin
prior to such date, we will comply with those requirements.

Annuity Options

The contract  offers the ten annuity  options  described  below,  but certain of
these  options may not be  available  to all groups.  We may make other  annuity
options available, including other guarantee periods, subject to our discretion.
If your annuity  payments would be less than $100 a month,  we have the right to
change the frequency of your payment so that the payments are at least $100.

We will  make  annuity  payments  to you  unless,  in the case of  non-qualified
contracts only, you designate  another person to receive them. In that case, you
must notify us in writing at least  fifteen  days before the Income  Start Date.
You will remain fully responsible for any taxes related to the annuity payments.

Annuity options 2, 4, 7 and 9 have partial withdrawal rights.  Annuity options 6
through 10 have surrender rights. For additional information about these rights,
see  "Partial  Withdrawal  Rights"  and  "Complete  Surrender  of  the  Contract
(Redemption)."  For tax  consequences,  see "Tax  Treatment of  Distributions  -
Qualified  Contracts"  and  "Tax  Treatment  of  Distributions  -  Non-Qualified
Contracts."

Option 1 - Life Annuity

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 (partial withdrawal rights)

This option is similar to option 1 above,  with the  additional  guarantee  that
payments will be made for a period 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.  We will also honor
requests for  guaranteed  periods of any whole number of years ranging from five
to twenty years. This option also offers partial withdrawal rights.

Option 3 - Joint and Survivor Annuity

Under this option, we will make annuity payments as long as either the Annuitant
or Joint  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.  Upon the death of the  Annuitant,  we will  continue to make annuity
payments so long as the Joint Annuitant is alive.

Option  4 - Joint  and  Survivor  Annuity  with  10  Years  Guaranteed  (partial
withdrawal rights)

This option is similar to option 3 above,  with the  additional  guarantee  that
payments  will be made for at least 10 years.  Under  this  option,  if both the
Annuitant and the Joint  Annuitant die within 10 years of the Income Start Date,
payments to the beneficiary  will continue,  as if the most recent death had not
occurred,  for the  remainder  of the period.  We will also honor  requests  for
guaranteed  periods of any whole  numbers of years  ranging  from five to twenty
years. This option also offers partial withdrawal rights.

Option 5 - Life Annuity with Cash Refund

Under this  option,  we will make annuity  payments as long as the  Annuitant is
alive.  If the Annuitant dies before  receiving  aggregate  annuity  payments at
least equal to the premium  paid less any premium tax,  the  difference  will be
paid to the beneficiary in a lump sum.

Option 6 - Life Annuity (surrender rights)

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

Option  7 - Life  Annuity  with 10  Years  Guaranteed  (partial  withdrawal  and
surrender rights)

This option is similar to option 6 above,  with the  additional  guarantee  that
payments will be made for a period 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.  We will also honor
requests for  guaranteed  periods of any whole number of years ranging from five
to twenty  years.  This option  also offers  partial  withdrawal  and  surrender
rights.

Option 8 - Joint and Survivor Annuity (surrender rights)

Under this option, we will make annuity payments as long as either the Annuitant
or Joint  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.  Upon the death of the  Annuitant,  we will  continue to make annuity
payments  so long as the Joint  Annuitant  is alive.  This  option  also  offers
surrender rights.

Option  9 - Joint  and  Survivor  Annuity  with  10  Years  Guaranteed  (partial
withdrawal and surrender rights)

This option is similar to option 8 above,  with the  additional  guarantee  that
payments  will be made for at least 10 years.  Under  this  option,  if both the
Annuitant and the Joint  Annuitant die within 10 years of the Income Start Date,
payments to the beneficiary  will continue,  as if the most recent death had not
occurred,  for the  remainder  of the period.  We will also honor  requests  for
guaranteed  periods  of any whole  number of years  ranging  from five to twenty
years. This option also offers partial withdrawal and surrender rights.

Option 10 - Life Annuity with Cash Refund (surrender rights)

Under this  option,  we will make annuity  payments as long as the  Annuitant is
alive and the  contract is in force.  If the  Annuitant  dies  before  receiving
aggregate annuity payments at least equal to the premium,  less any premium tax,
the difference  will be paid to the  beneficiary in a lump sum. This option also
offers surrender rights.

Determination of the Initial Annuity Payment

The following factors determine the amount of the first annuity payment:

     o    the  portion of the  premium  allocated  to provide  variable  annuity
          payments;

     o    the assumed investment rate (for variable annuity payments)

     o    the portion of the premium allocated to provide fixed annuity payments
          and  prevailing  fixed  interest  rates;  o the  age  and  sex  of the
          Annuitant  (and  Joint  Annuitant,  if  any);  o  the  annuity  option
          selected;  o the  frequency of annuity  payments;  o the  deduction of
          applicable premium taxes; and o the time period from the Contract Date
          to the Income Start Date

Annuity Income Units

When you pay your single  premium,  we  calculate  the number of Annuity  Income
Units  associated  with each annuity payment as determined by our currently used
annuity rate factors.

The Annuity  Income Unit value for each  portfolio  will vary from one Valuation
Period  to the next  based on the  investment  experience  of the  assets in the
portfolio and the deduction of certain charges and expenses. The SAI contains an
explanation of how Annuity Income Units are valued.

Determination of Subsequent Variable Annuity Payments

On each Income Change Date, we will recalculate the variable annuity payments to
reflect the performance of the investment options you chose after the investment
performance is adjusted by the Assumed  Investment  Return factor.  We determine
the dollar amount of the variable annuity payment as follows. The portion of the
first  annuity  payment  funded by a  particular  subaccount  is  divided by the
Annuity  Income Unit value for that  subaccount  as of the Contract  Date.  This
establishes  the number of Annuity Income Units provided by each  subaccount for
each subsequent variable annuity payment.

The number of Annuity Income Units for each  subaccount  will  generally  remain
constant, subject to the following exceptions:

o    If you make a partial withdrawal,  as permitted under annuity options 2, 4,
     7 and 9, the number of Annuity  Income Units will decrease  during the term
     certain period, then are restored after the term certain period ends.

o    If you transfer value from one investment option to another.

o    Upon the first to die where a joint and survivor  annuity option (less than
     100%) was selected.

The number of Annuity  Income Units for each  subaccount  is  multiplied  by the
Annuity  Income Unit value for that  subaccount for the Valuation Date for which
the  payment  is  being  calculated.  The  sum of  these  products  for  all the
subaccounts  in which you invest  establishes  the dollar amount of the variable
annuity payment.

The variable  annuity  payments  will remain level until the next Income  Change
Date.  Subsequent  variable  annuity  payments  may be  more or  less  than  the
previously  calculated  variable annuity  payments  depending on whether the net
investment  performance  of the selected  investment  options is greater than or
less than the Assumed Investment Return.

On the  Income  Start  Date and each  Income  Change  Date  thereafter,  we will
calculate the amount of money necessary to make expected payments until the next
Income Change Date. We will transfer that amount to our general account.

Assumed Investment Rate

The amount of the  annuity  payments  provided  by the  portion  of the  premium
allocated to provide variable income depends on the assumption made about future
investment  performance  after the deduction of the mortality and expense charge
and the portfolio  expenses.  This  assumption is called the Assumed  Investment
Rate ("AIR").  The AIR not only determines the initial level of income, but also
how future investment performance affects annuity payments.  Generally,  the AIR
used is 5%, but on occasion  another  AIR, for example  3.5%,  may be offered to
certain groups.

A higher AIR will result in a larger initial  payment,  but future  increases in
the  annuity  payment  will  be  smaller  than  with a  lower  AIR.  If the  net
performance  for a year (that is, after  deducting all charges) is exactly equal
to the AIR, the level of the variable  annuity  payment will not change.  If the
net performance is less than the AIR, annuity payments will decrease. If the net
performance is more than the AIR, annuity  payments will increase.  For example,
payments  based on a 5% AIR would mean a higher  initial  payment,  but payments
would  increase  more slowly in a rising  market and decline  more  rapidly in a
falling market. Payments based on a 3.5% AIR would mean a lower initial payment,
but payments  would  increase  more rapidly in a rising  market and decline more
slowly in a falling market.

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

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

Generally

Depending  on the  annuity  option you  select,  there are three ways to receive
money under your contract:

1.   You may  receive  annuity  payments  according  to the  annuity  option you
     select.

2.   If you select  annuity option 2, 4, 7 or 9, each of which  guarantees  that
     payments  will be made for a certain  period of time  regardless of whether
     you live or die, you may elect to receive the present value of the variable
     annuity  payments  remaining  in the term  certain  period  as long as your
     continuing periodic payment is at least $100.

3.   If you select annuity option 6, 7, 8, 9 or 10, you may completely surrender
     your  contract for its  surrender  value within  eighteen  months after the
     Contract Date.

Partial Withdrawal Rights

If you  select  annuity  option  2, 4, 7 or 9, at any time  after  the  right to
examine  period  has  ended,  you may  request  a partial  withdrawal  from your
contract.  Partial  withdrawals are only available under annuity options 2, 4, 7
or 9, which are either a single or joint life annuity with  payments  guaranteed
for a minimum number of years (referred to as the term certain period).  Partial
withdrawals  are  available  under both the variable  and the fixed  payouts for
these annuity options. To effect a partial  withdrawal,  the contract must be in
force,  the term  certain  period must not have  expired,  and you must meet the
minimums  described below.  Only one partial  withdrawal is permitted during any
Contract Year. The minimum partial  withdrawal  amount is $5,000.  The remaining
periodic annuity  payments after the partial  withdrawal must be at least $1,200
on an annualized basis.

Partial Withdrawals Reduce Your Payment During the Term Certain Period

If you make a partial withdrawal you will still receive a periodic payment,  but
it will result in a reduction of the remaining periodic payments during the term
certain  period.  After the term  certain  period,  the  amount  of the  annuity
payments will be unaffected by any prior partial  withdrawals,  but we will make
annuity  payments only as long as the Annuitant is alive in the case of a single
life annuity  option and as long as either the Annuitant or the Joint  Annuitant
is alive in the case of a joint life annuity option.

You tell us how much to reduce the annuity  payments  during the remaining  term
certain  period.  We will compute the partial  withdrawal  payment  based on the
reduction.  Unless  you tell us  otherwise,  we will first  reduce the  variable
component  and  then  the  fixed  component  to the  extent  needed  to meet the
requested  amount.  Since the  amount of  annuity  payments  changes on the next
Income  Change  Date,  the  reduction  in annuity  payments  due to the  partial
withdrawal  (but not the  payment  of the  partial  withdrawal  amount)  will be
delayed until that time.

Computing the Partial Withdrawal Amount

If you make a partial withdrawal, we will calculate your partial withdrawal lump
sum amount based on the amount by which you reduce your  periodic  payments.  In
processing your partial withdrawal  request,  we determine the amount to be paid
to you in a three part process.  First, we determine the amount resulting from a
reduction in the variable  component  of the annuity  payment for the  remaining
annuity  payments during the term certain period beginning after the next Income
Change Date. We calculate  this amount using the Annuity  Income Unit value next
computed  after we receive your request and the current number of Annuity Income
Units for each  subaccount  as the  present  value of the  reduction  in annuity
payments  using the AIR.  Second,  we  determine  the  amount  resulting  from a
reduction  in the fixed  component  of the annuity  payments  for the  remaining
annuity  payments during the term certain period beginning after the next Income
Change Date.  We calculate  this amount as the present value of the reduction in
annuity  payments using an interest rate that reflects the current interest rate
environment. We use the commutation interest rate, which is determined each time
an amount is  allocated to the fixed  component,  plus the change in the 10 Year
Constant  Maturity U.S.  Treasuries  since the allocation was made. If more than
one  allocation  has been made to the fixed  component,  then we will use a last
in-first out accounting method. The third step is to deduct a partial withdrawal
charge, if any. Currently there is none, but we reserve the right to charge $200
for each partial withdrawal.

Example of Computing a Partial Withdrawal:  Suppose you have chosen to receive a
Life Annuity with Ten Years Guaranteed with a 100% variable annuity payment. You
have been  receiving  monthly  payments  for five  years  and your last  monthly
payment was for  $1,000.  You tell us you want to make a partial  withdrawal  by
reducing your monthly  payment to $100.  Since the Guaranteed  part of your Term
Certain  has five  years  left,  we will  determine  the  present  value of your
five-year  reduction and pay that out to you. Your $100 monthly payment is still
subject to a variable payout, and could go up or down. Supposing during the next
five  years your  investment  selections  have done well,  and at the end of the
period you are  receiving  $150, so that your payment has increased by 50% (this
is hypothetical and no  representation is made as to actual  performance).  When
your Term Certain is up you would begin to receive  $1,500 per month rather than
$1,000  per month  (representing  the same 50% gain on amounts  not  withdrawn).
However,  poor investment results would have the opposite result and reduce your
monthly income.

Complete Surrender Of The Contract (Redemption)

If your annuity option is 6, 7, 8, 9 or 10, at any time within  eighteen  months
after the Contract Date you may request a complete  surrender of your  contract.
It is  available  under both the  variable  and the fixed  payouts  under  these
annuity  options.  To effect a complete  surrender the contract must be in force
and the primary  Annuitant must be alive. A complete  surrender is not available
after eighteen months from the Contract Date.

If you  surrender  your  contract,  we will pay you a lump sum amount.  You will
receive no other payments.

Computing the Surrender Value

If you surrender your  contract,  we determine the amount to be paid to you in a
four part process.  First, we determine the amount of the variable  component of
the remaining  annuity  payments after the next Income Change Date. We calculate
this amount using the Annuity  Income Unit value next computed  after we receive
your request and the current number of Annuity Income Units for each  subaccount
as the present  value using the AIR and the  mortality  rates used to  initially
determine annuity  payments.  Second, we determine the present value of variable
payments  through  the next Income  Change  Date as the  present  value of those
payments  using the AIR and the  mortality  rates  used to  initially  determine
annuity  payments.  Third,  we determine  the amount  attributable  to the fixed
component of the annuity payments. We calculate this amount as the present value
of all future income using an interest  rate that reflects the current  interest
rate  environment  and the mortality rates used to initially  determine  annuity
payments. We use the commutation interest rate, which is determined each time an
amount is  allocated  to the  fixed  component,  plus the  change in the 10 Year
Constant Maturity U.S.  Treasuries since the allocation was made. The final step
is to deduct the $200 charge.

Example of Computing a Complete Surrender:  Suppose you have chosen to receive a
Life  Annuity  and a 100%  variable  annuity  payout and that your last  monthly
payment was $1,000, and you then requested a complete surrender within 18 months
of your Contract Date. We would calculate the present value of the Annuity Units
we would expect to pay over your lifetime,  using the AIR and mortality  tables,
and pay you that amount,  less the $200 transaction charge. You would receive no
further benefits.

Deferment of Payments

We may defer making fixed  annuity  payments and payments of commuted  values of
partial  withdrawals or surrenders for up to six months subject to state law. We
will credit interest to you during the deferral period.

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

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

Death Prior to Income Start Date

If the owner dies  before the  Income  Start  Date,  the  entire  interest  must
generally be distributed within five years after the date of death.

If no Annuitant or Joint  Annuitant is alive on the first Income Start Date, the
contract  will be  canceled  and we will  make a refund  equal to your  premium,
adjusted for any investment performance.

If your  contract  is a joint and  survivor  annuity and either you or the Joint
Annuitant  die before the first  Income  Start Date,  we will adjust the annuity
income so that it equals what would have been paid under a single  life  annuity
issued to the survivor. This will usually result in greater annuity income.

Death of Owner After the Income Start Date

If you are not the  Annuitant,  and if your death  occurs on or after the Income
Start 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.

Death of Annuitant After the Income Start Date

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

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

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

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

Average annual total return is based on the overall dollar or percentage  change
in value of a  hypothetical  investment.  When we advertise  the average  annual
total return of a subaccount,  it reflects changes in the portfolio share price,
the  automatic  reinvestment  by the  subaccount of all  distributions,  and the
deduction of contract  charges.  Average annual total return is the hypothetical
annually  compounded  return that would have produced the same cumulative  total
return if the performance had been constant over the entire period.

When we advertise the yield of a subaccount,  we will  calculate it based upon a
given thirty-day  period. The yield is determined by dividing the net investment
income earned by the subaccount during the period by the value of the subaccount
on the last day of the period.

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

Average  annual total return at the variable  account level is lower than at the
underlying  portfolio  level  since it is reduced by the  mortality  and expense
charge and the charge for surrender. Similarly, yield and effective yield at the
variable  account level are lower than at the  portfolio  level because they are
reduced by the mortality and expense charge.

Performance  information  for a  subaccount  may  be  compared  in  reports  and
advertising to:

(1)  the  Standard  & Poor's  500 Stock  Index,  Dow Jones  Industrial  Average,
     Donoghue Money Market Institutional  Averages,  indices measuring corporate
     bond and government  security prices as prepared by Lehman  Brothers,  Inc.
     and Salomon Brothers, or other indices measuring performance of a pertinent
     group of  securities so that  investors  may compare a portfolio's  results
     with  those  of a group of  securities  widely  regarded  by  investors  as
     representative of the securities markets in general;

(2)  other  variable  annuity  separate  accounts or other  investment  products
     tracked by Lipper Analytical  Services (a widely used independent  research
     firm which ranks  mutual  funds and other  investment  companies by overall
     performance,  investment  objectives,  and  assets),  or  tracked  by other
     ratings  services,  companies,  publications,  or persons who rank separate
     accounts  or other  investment  products  on overall  performance  or other
     criteria;

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

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

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

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

Introduction

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

Annuity Contracts in General

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

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 -- Qualified Contracts

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

o    Individual Retirement Annuities ("IRAs");

o    Roth IRAs;

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

o    Keogh  Plans;   and

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

Withdrawals in General

Generally,  with the exception of a Roth IRA, you have not paid any taxes on the
premium  used to buy a qualified  contract or on any  earnings.  Therefore,  any
amount you take out as annuity  payments or as a withdrawal or on surrender will
be taxable  income.  In  addition,  a 10% tax  penalty  may apply to the taxable
income. This additional tax does not apply:

o    in general,  where the payment is a part of a series of substantially equal
     periodic payments (not less frequently than annually) made for the life (or
     life  expectancy)  of the  taxpayer  or the  joint  lives  (or  joint  life
     expectancies) of such taxpayer and his designated beneficiary;

o    where the taxpayer is age 59 1/2or older;

o    where payment is made by reason of the death of an owner;

o    where the payment is made on account of the taxpayer's disability;

o    where the payment is made to pay certain medical  expenses,  certain health
     insurance  premiums,  certain higher education  expenses or qualified first
     home purchases;

o    in some cases, upon separation from service on or after age 55; or

o    certain other limited circumstances.

Withdrawals  Where  Income Start Date Was After Age 59 1/2 -- No 10% Tax Penalty
Applies

Where the Income  Start Date is after age 59 1/2,  the 10%  penalty tax will not
apply because of the age 59 1/2 exception described above.

Withdrawals Where Income Start Date Was Before Age 59 1/2-- A Partial Withdrawal
or Surrender May Trigger a 10% Tax Penalty Unless An Exception Applies

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

If the Income  Start  Date is before age 59 1/2 and you relied on the  exception
for  substantially  equal payments to avoid the 10% penalty,  it should be noted
that a partial  withdrawal  or full  surrender of the contract  after the Income
Start Date but before the later of the taxpayer's reaching age 59 1/2 or 5 years
after the Income Start Date would be treated as changing the substantially equal
payments. In that event, payments excepted from the 10% penalty tax by reason of
the exception for  substantially  equal  payments would be subject to recapture.
The  recaptured  tax is imposed in the year of the  withdrawal  or surrender (or
other modification) and is equal to the tax that would have been imposed had the
exception not applied.  Interest is also due for the period between when the tax
would have been imposed and when the tax is recaptured. The possible application
of this recapture tax should be considered before making a partial withdrawal or
full surrender of the contract.  You should also contact your tax adviser before
taking partial withdrawals or surrenders.

Example:  Individual  A is age 57 1/2 when he begins to receive  annual  annuity
payments of $10,000  from a  traditional  IRA  (non-Roth  IRA).  Since this is a
qualified contract with no tax basis, each payment of $10,000 is subject to tax.
He receives payments in 2000, 2001 and 2002 when he is 57 1/2, 58 1/2 and 59 1/2
respectively.  The  amounts  are not  subject to the 10% penalty tax because the
payments are  substantially  equal  payments.  In 2003, when A is age 60 1/2, he
takes a  partial  withdrawal.  In 2003,  A must pay the 10%  penalty  tax on the
annuity payments received in 2000 and 2001, and interest thereon.  Therefore,  A
would  owe the IRS a  recapture  tax of $2,000  (10% of  10,000  each year for 2
years) plus interest.

Individual Retirement Annuities

Code  Section 408  permits  eligible  individuals  to  contribute  to an IRA. By
attachment of an  endorsement  that reflects the limits of Code Section  408(b),
the contracts may be issued as an IRA.  Contracts  issued in connection  with an
IRA are subject to limitations on eligibility,  maximum contributions,  and time
of  distribution.  Most IRAs cannot accept  additional  contributions  after the
owner reaches 70 1/2, and must also begin  required  distributions  at that age.
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.
Sales of the  contract  for use with IRAs are  subject to special  requirements,
including the requirement that informational  disclosure be given to each person
desiring to  establish  an IRA.  That person  must be given the  opportunity  to
affirm or reverse a decision to purchase the contract. Contracts offered by this
prospectus in connection with an IRA are not available in all states.

Roth IRAs

Code Section 408A provides special rules for "Roth IRAs." The basic  distinction
between a Roth IRA and a regular IRA is that contributions to a Roth IRA are not
deductible and "qualified  distributions"  from a Roth IRA are not includible in
gross income for federal  income tax  purposes.  Other  differences  include the
ability  to make  contributions  to a Roth IRA after age 70 1/2 and they are not
subject to required distributions. Taxpayers whose adjusted gross incomes exceed
certain levels are not eligible for Roth IRAs.

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.

Tax Treatment of Distributions -- Non-Qualified Contracts

General

For annuity  payments,  generally a portion of each payment will be considered a
return of your  premium  and will not be taxed.  The  remaining  portion of each
payment is taxed at ordinary  income rates.  The nontaxable  portion of variable
annuity  payments  is  generally  determined  by a formula  that  establishes  a
specific dollar amount of each payment that is not taxed.

After the full amount of your premium payment has been recovered  tax-free,  the
full amount of subsequent annuity payments will be taxable.  If annuity payments
stop due to the death of the  annuitant  before the full amount of your purchase
payment has been  recovered,  a tax  deduction  is allowed  for the  unrecovered
amount.

Complete Surrenders

For payments made upon complete  surrender of the annuity contract,  the taxable
portion is the amount  received  in excess of the  remaining  investment  in the
contract.

Partial Withdrawal -- Entire Amount May be Considered Ordinary Income

The tax  consequences  of partial  withdrawals  after the Income  Start Date are
unclear,  including  their  effect on the tax  treatment  of  distributions  and
penalty taxes. As a general rule,  partial  withdrawals would be taxed up to the
earnings  in the  contract.  After  withdrawal  of  all  earnings,  the  owner's
withdrawal  of his  investment  in the  contract  is  generally  not  subject to
taxation.  However,  the Internal Revenue Service may take the position that all
amounts  received by the taxpayer in the case of a partial  withdrawal  from the
cash value of an immediate  variable annuity  contract,  such as that offered by
this  prospectus,  are taxable at ordinary  income rates,  without regard to the
owner's investment in the contract or any investment gain which might be present
in the current annuity value.  This potential  adverse tax result means that you
should  consider  carefully  the  tax  implications  of any  partial  withdrawal
requests and your need for contract funds before the exercise of this right. You
should also contact your tax adviser before making partial withdrawals.

Example:  Individual  A's  contract  is  worth  $100,000  and  A  has  remaining
investment  in the  contract of $80,000  when he makes a partial  withdrawal  of
$30,000. Under this possible view, the entire $30,000 would be subject to income
taxes in the year of withdrawal  even though total earnings in the contract were
only $20,000.

A Partial Withdrawal or Surrender May Trigger an Additional

10% Tax Penalty Unless an Exception Applies

If a taxable  distribution is made under the contract,  an additional tax of 10%
of the amount of the taxable  distribution  may apply.  This additional tax does
not apply where:

o    the payment is made under an immediate annuity contract,  defined for these
     purposes as an annuity (1) purchased with a single premium, (2) the annuity
     starting  date of which  commences  within  one  year  from the date of the
     purchase  of  the  annuity,   and  (3)  which  provides  for  a  series  of
     substantially  equal periodic payments (to be made not less frequently than
     annually) during the annuity period;

o    the payment is a part of a series of substantially  equal periodic payments
     (not less frequently than annually) made for the life (or life  expectancy)
     of the  taxpayer  or the joint lives (or joint life  expectancies)  of such
     taxpayer and his designated beneficiary;

o    the taxpayer is age 59 1/2or older;

o    the payment is made on account of the taxpayer's disability;

o    the payment is made by reason of the death of an owner;

o    and in certain other circumstances.

It should be noted that a partial  withdrawal or full  surrender of the contract
after the Income Start Date but before the later of the taxpayer's  reaching age
59 1/2 or 5 years  after the Income  Start  Date  would be  treated as  changing
substantially  equal  payments.  In that event,  payments  excepted from the 10%
penalty tax because they were  considered part of  substantially  equal payments
would be subject to recapture.  The recaptured tax is imposed in the year of the
withdrawal  or surrender  (or other  modification)  and is equal to the tax that
would have been imposed  (plus  interest)  had the  exception  not applied.  The
possible  application of this recapture tax should be considered before making a
partial  withdrawal  or full  surrender  of the  contract as well as seeking the
advice of your tax adviser.

Example:  Individual  A is age 57 1/2 when he begins to receive  annual  annuity
payments  of  $10,000.  Of each  annuity  payment,  $3,000 is subject to tax. He
receives  payments  in 2000,  2001 and 2002 when he is 57 1/2, 58 1/2 and 59 1/2
respectively.  The  amounts  are not  subject to the 10% penalty tax because the
payments are  substantially  equal  payments.  In 2003, when A is age 60 1/2, he
takes a  partial  withdrawal.  In 2003,  A must pay the 10%  penalty  tax on the
annuity payments received in 2000 and 2001, and interest thereon.  Therefore,  A
would owe the IRS a  recapture  tax of $600 (10% of 3,000 each year for 2 years)
plus interest.

Non-Qualified Contracts Owned by Non-Natural Persons

As a general rule, non-qualified annuity contracts held by a corporation,  trust
or other  similar  entity,  as opposed to a natural  person,  are not treated as
annuity  contracts for federal tax purposes.  This 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.  There is also an  exception  to this
general rule for immediate  annuity  contracts as defined in the prior  section.
Corporations,  trusts and other similar  entities,  other than natural  persons,
seeking to take  advantage of this  exception  for immediate  annuity  contracts
should consult with a tax adviser.

Distribution at Death Rules

Upon the death of the owner of a contract,  certain  distributions must be made.
In general:

o    entire interest in the contract has been distributed, the remaining portion
     will be  distributed  at least as  quickly  as the  method in effect on the
     owner's death.

o    If the owner dies before the Income Start 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 contract may provide for the
     interest to be annuitized over the life of that individual or over a period
     not extending  beyond the life  expectancy of that  individual,  so long as
     distributions commence within one year after the date of death.

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

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

Section 1035 Exchanges

Code Section 1035 generally provides that no gain or loss shall be recognized on
the exchange of an annuity contract for another annuity contract unless money or
other  property  is  distributed  as part of the  exchange.  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.

Diversification and Investor Control

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

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

Withholding

We are required to withhold  federal income taxes on annuity  payments,  partial
withdrawals,  and complete  surrenders  that include  taxable  income unless the
payee elects not to 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 complete surrenders or partial withdrawals,  we are required to withhold 10%
of the taxable  portion of any  withdrawal or lump sum  distribution  unless you
elect out of withholding. For annuity payments, the company will withhold on the
taxable portion of annuity payments based on a withholding  certificate you file
with us. If you do not file a certificate,  you will be treated, for purposes of
determining your withholding rates, as a married person with three exemptions.

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

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

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

AIG Life Insurance Company

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

We may occasionally publish in advertisements,  sales literature and reports the
ratings and other information assigned to the company 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 our ability to meet our  contractual  obligations to
contract  owners  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 a group single premium  immediate  variable  annuity
contract. 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,  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 a certificate.

Voting Rights

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

Prior to the Income Start Date, you have a voting  interest in each portfolio in
whose  corresponding  subaccount  you have  value.  We  determine  the number of
portfolio  shares that are  attributable  to you by dividing  the  corresponding
value in a particular  portfolio by the net asset value of one portfolio  share.
After the Income Start Date,  we determine  the number of portfolio  shares that
are  attributable  to you by dividing  the reserve  maintained  in a  particular
portfolio to meet the  obligations  under the contract by the net asset value of
one portfolio share. The number of votes that 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 fixed  investment
option.

Distribution of the Contract

Our affiliate, AIG Equity Sales Corp. ("AIGESC"),  70 Pine Street, New York, New
York,  acts  as the  distributor  of the  contract.  AIGESC  is a  wholly  owned
subsidiary  of AIG. We will not pay any  commission  to  entities  that sell the
contract.  Payments may be made for services not directly related to the sale of
the  contract,  including  the  establishment  of  administrative  arrangements,
recruitment  and training of  personnel,  the  distribution  and  production  of
promotional literature, and similar services.

Legal Proceedings

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

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

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

Consolidated  balance sheets of AIG Life  Insurance  Company are included in the
SAI and may be obtained  without  charge by calling (877) 299-1724 or writing to
AIG Life Insurance Company,  Attention:  Variable Products, One Alico Plaza, 600
King Street, Wilmington,  Delaware 19801. A complete set of financial statements
has been  filed  electronically  with the SEC and can be  obtained  through  its
website at http://www.sec.gov.  Financial statements of the variable account are
not  included  because  no  contracts  have been  issued  using the  subaccounts
described in this prospectus.


<PAGE>


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

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

Hypothetical Illustrations Of Annuity Payments

We have  prepared the  following  tables to show how variable  annuity  payments
under the contract change with investment performance over an extended period of
time. The tables illustrate how monthly annuity payments would vary over time if
the return on assets in the  selected  subaccounts  were a uniform  gross annual
rate of 0%, 6%, 7.23%, 8%, 10%, or 12%. The values would be different from those
shown if the returns  averaged 0%, 6%,  7.23%,  8%, 10%, or 12%, but  fluctuated
over and under those averages throughout the years.

The tables reflect the daily mortality and expense  charge,  which is equivalent
to an annual  charge of 1.25%.  The  amounts  shown in the tables also take into
account  the  portfolios'  management  fees and  operating  expenses,  which are
assumed to be at an annual rate of 0.90% of the average  daily net assets of the
portfolios.  Actual fees and  expenses of the  portfolios  associated  with your
contract may be more or less than 0.90%,  will vary from year to year,  and will
depend on your allocation.  See the section in your current prospectus  entitled
"Fee  Tables" for more  complete  details.  The  monthly  annuity  payments  are
illustrated  on a pre-tax  basis.  The federal  income tax  treatment of annuity
income  considerations is generally  described in the section of your prospectus
entitled "Taxes."

The tables  show both the gross rate and the net rate.  The  difference  between
gross and net rates  represents the 1.25% for mortality and expense risk and the
assumed 0.90% for  investment  management  and operating  expenses.  Since these
charges are deducted daily from assets, the difference between the gross and net
rate is not exactly 2.15%.

Two  sets of  tables  follow  -- one set for a male age 65 and the  other  for a
female  age 60.  The first  table in each set  assumes  that 100% of the  single
premium payment (after the deduction of any applicable premium tax) is allocated
to a variable annuity option.  The second assumes that 50% of the single premium
payment  (after the deduction of any  applicable  premium tax) is allocated to a
fixed  annuity  option  using the fixed  crediting  rate we offered on the fixed
annuity option at the time this  illustration was prepared.  Both sets of tables
assume that a life annuity with ten years guaranteed was purchased.

When part of the single premium  payment has been allocated to the fixed annuity
option, the guaranteed minimum annuity payment resulting from this allocation is
also shown.  The illustrated  variable  annuity payments use an assumed interest
rate of 5% per year.  Thus,  actual  performance  greater  than 5% per year will
result in increasing  annuity  payments and actual  performance less than 5% per
year will  result  in  decreasing  annuity  payments.  We may offer  alternative
assumed interest rates. Fixed annuity payments remain constant.  Initial monthly
annuity  payments under a fixed annuity option are generally higher than initial
payments under a variable annuity option.

These tables show the monthly annuity payments for several hypothetical constant
assumed  interest rates. Of course,  actual  investment  performance will not be
constant and may be volatile.  Actual monthly annuity payments would differ from
those shown if the actual rate of return  averaged  the rate shown over a period
of years,  but also fluctuated  above or below those averages from year to year.
Upon request,  and when you are considering an annuity option, we will furnish a
comparable  illustration  based  on  your  individual  circumstances,  including
purchase  rates and the  mortality  and expense  charge that would apply to your
group.


<PAGE>


ANNUITY PAYMENT ILLUSTRATION
(100% VARIABLE)

Single Premium Payment:  $100,000
Sex:  Male
Age:  65
Annuity Option Selected:  Life Annuity with 10 Years Guaranteed
Frequency of Income Pay:  Monthly

Fixed monthly  annuity payment based on current rates, if 100% fixed for annuity
option selected: $776.97

Illustrative  amounts  below assume that 100% of the single  premium  payment is
allocated to a variable annuity option.

Assumed interest rate at which monthly variable payments remain constant:  5%

Variable monthly annuity payment on the date of the illustration:  $675.60

Monthly  annuity  payments  will vary with  investment  performance.  No minimum
dollar amount is guaranteed.
<TABLE>

                                Monthly Payments

                       With an Assumed Rate of Return of:

      Payment        Calendar     Attained      Gross:         0.00%       7.23%       6.00%       8.00%      10.00%      12.00%
         Year            Year          Age        Net:        -2.14%       5.00%       3.79%       5.76%       7.74%       9.71%
- ---------------------------------------------------------------------------------------------------------------------------------
<S>         <C>          <C>            <C>                   <C>         <C>         <C>         <C>         <C>         <C>
            1            2000           65                    675.60      675.60      675.60      675.60      675.60      675.60
            2            2001           66                    629.67      675.60      667.79      680.50      693.21      705.91
            3            2002           67                    586.86      675.60      660.07      685.43      711.27      737.59
            4            2003           68                    546.96      675.60      652.44      690.40      729.81      770.68
            5            2004           69                    509.77      675.60      644.90      695.41      748.82      805.26
           10            2009           74                    358.49      675.60      608.48      720.98      851.61     1002.87
           15            2014           79                    252.11      675.60      574.11      747.50      968.51     1248.98
           20            2019           84                    177.30      675.60      541.69      774.99     1101.46     1555.48
</TABLE>

The  assumed  rates of return  shown above are  illustrative  only and are not a
representation of past or future performance.  Actual performance results may be
more or less than those shown and will depend on a number of factors,  including
the investment  allocations  made by the contract owner and the various rates of
return of the portfolios  selected.  The amount of the annuity  payment would be
different from that shown if the actual  performance  averaged the assumed rates
of return shown above over a period of years, but also fluctuated above or below
those averages from year to year. Since it is highly likely that the performance
will  fluctuate  from month to month,  monthly  annuity  payments  (based on the
variable  account) will also  fluctuate.  No  representation  can be made by the
company or the fund that this  hypothetical  performance can be achieved for any
one year or sustained over any period of time.

Notes:

Annuity payments are made during the Annuitant's lifetime. If the Annuitant dies
before  payments  have been made for the 10 year term certain  period,  payments
will continue to be paid to the beneficiary for the remainder of the period. The
cumulative amount of annuity payments received depends on how long the Annuitant
lives after the term certain period.

The  illustrated  net assumed  rates of return  reflect the deduction of average
fund expenses and the maximum  mortality and expense charge from the gross rates
of return.


<PAGE>


ANNUITY PAYMENT ILLUSTRATION
(50% VARIABLE/50% FIXED)

Single Premium Payment:  $100,000
Sex:  Male
Age:  65
Annuity Option Selected:  Life Annuity with 10 Years Guaranteed
Frequency of Income Pay:  Monthly

Fixed monthly  annuity payment based on current rates, if 100% fixed for annuity
option selected: $776.97

Illustrative  amounts  below  assume that 50% of the single  premium  payment is
allocated to a variable annuity option.

Assumed interest rate at which monthly variable payments remain constant:  5%

Monthly annuity payments will vary with investment  performance,  but will never
be less than  $388.49.  The  monthly  guaranteed  payment  of  $388.49  is being
provided by the $50,000 applied under the fixed annuity option.
<TABLE>

                                Monthly Payments

                       With an Assumed Rate of Return of:

       Payment        Calendar     Attained       Gross:       0.00%       7.23%      6.00%      8.00%      10.00%     12.00%
          Year            Year          Age         Net:      -2.14%       5.00%      3.79%      5.76%       7.74%      9.71%
- ------------------------------------------------------------------------------------------------------------------------------
<S>          <C>          <C>            <C>                  <C>         <C>        <C>        <C>         <C>        <C>
             1            2000           65                   726.29      726.29     726.29     726.29      726.29     726.29
             2            2001           66                   703.32      726.29     722.38     728.73      735.09     741.44
             3            2002           67                   681.91      726.29     718.52     731.20      744.12     757.28
             4            2003           68                   661.96      726.29     714.71     733.69      753.39     773.83
             5            2004           69                   643.37      726.29     710.93     736.19      762.90     791.12
            10            2009           74                   567.73      726.29     692.72     748.98      814.29     889.92
            15            2014           79                   514.54      726.29     675.54     762.24      872.74    1012.98
            20            2019           84                   477.13      726.29     659.33     775.98      939.21    1166.23

</TABLE>

The  assumed  rates of return  shown above are  illustrative  only and are not a
representation of past or future performance.  Actual performance results may be
more or less than those shown and will depend on a number of factors,  including
the investment  allocations  made by the contract owner and the various rates of
return of the portfolios  selected.  The amount of the annuity  payment would be
different from that shown if the actual  performance  averaged the assumed rates
of return shown above over a period of years, but also fluctuated above or below
those averages from year to year. Since it is highly likely that the performance
will  fluctuate  from month to month,  monthly  annuity  payments  (based on the
variable  account) will also  fluctuate.  No  representation  can be made by the
company or the fund that this  hypothetical  performance can be achieved for any
one year or sustained over any period of time.

Notes:

Annuity payments are made during the Annuitant's lifetime. If the Annuitant dies
before  payments  have been made for the 10 year term certain  period,  payments
will continue to be paid to the beneficiary for the remainder of the period. The
cumulative amount of annuity payments received depends on how long the Annuitant
lives after the term certain period.

The  illustrated  net assumed  rates of return  reflect the deduction of average
fund expenses and the maximum  mortality and expense charge from the gross rates
of return.


<PAGE>


ANNUITY PAYMENT ILLUSTRATION
(100% VARIABLE)

Single Premium Payment:  $100,000
Sex:  Female
Age:  60
Annuity Option Selected:  Life Annuity with 10 Years Guaranteed
Frequency of Income Pay:  Monthly

Fixed monthly  annuity payment based on current rates, if 100% fixed for annuity
option selected: $683.08

Illustrative  amounts  below assume that 100% of the single  premium  payment is
allocated to a variable annuity option.

Assumed interest rate at which monthly variable payments remain constant: 5%

Variable monthly annuity payment on the date of the illustration:  $577.87

Monthly  annuity  payments  will vary with  investment  performance.  No minimum
dollar amount is guaranteed.
<TABLE>

                                Monthly Payments

                       With an Assumed Rate of Return of:

        Payment        Calendar       Attained       Gross:        0.00%      7.23%      6.00%     8.00%     10.00%      12.00%
           Year            Year            Age         Net:       -2.14%      5.00%      3.79%     5.76%      7.74%       9.71%
- --------------------------------------------------------------------------------------------------------------------------------
<S>           <C>          <C>              <C>                   <C>        <C>        <C>       <C>        <C>         <C>
              1            2000             60                    577.87     577.87     577.87    577.87     577.87      577.87
              2            2001             61                    538.58     577.87     571.19    582.06     592.93      603.80
              3            2002             62                    501.96     577.87     564.59    586.28     608.38      630.89
              4            2003             63                    467.84     577.87     558.06    590.53     624.23      659.20
              5            2004             64                    436.03     577.87     551.61    594.81     640.50      688.78
             10            2009             69                    306.64     577.87     520.46    616.69     728.42      857.80
             15            2014             74                    215.64     577.87     491.06    639.37     828.41     1068.31
             20            2019             79                    151.65     577.87     463.33    662.89     942.13     1330.47

</TABLE>

The  assumed  rates of return  shown above are  illustrative  only and are not a
representation of past or future performance.  Actual performance results may be
more or less than those shown and will depend on a number of factors,  including
the investment  allocations  made by the contract owner and the various rates of
return of the portfolios  selected.  The amount of the annuity  payment would be
different from that shown if the actual  performance  averaged the assumed rates
of return shown above over a period of years, but also fluctuated above or below
those averages from year to year. Since it is highly likely that the performance
will  fluctuate  from month to month,  monthly  annuity  payments  (based on the
variable  account) will also  fluctuate.  No  representation  can be made by the
company or the fund that this  hypothetical  performance can be achieved for any
one year or sustained over any period of time.

Notes:

Annuity payments are made during the Annuitant's lifetime. If the Annuitant dies
before  payments  have been made for the 10 year term certain  period,  payments
will continue to be paid to the beneficiary for the remainder of the period. The
cumulative amount of annuity payments received depends on how long the Annuitant
lives after the term certain period.

The  illustrated  net assumed  rates of return  reflect the deduction of average
fund expenses and the maximum  mortality and expense charge from the gross rates
of return.


<PAGE>


ANNUITY PAYMENT ILLUSTRATION
(50% VARIABLE/50% FIXED)

Single Premium Payment:     $100,000
Sex:  Female
Age:  60
Annuity Option Selected:  Life Annuity with 10 Years Guaranteed
Frequency of Income Pay:  Monthly

Fixed monthly  annuity payment based on current rates, if 100% fixed for annuity
option selected: $683.08

Illustrative  amounts  below  assume that 50% of the single  premium  payment is
allocated to a variable annuity option.

Assumed interest rate at which monthly variable payments remain constant: 5%

Monthly annuity payments will vary with investment  performance,  but will never
be less than  $341.54.  The  monthly  guaranteed  payment  of  $341.54  is being
provided by the $50,000 applied under the fixed annuity option.
<TABLE>

                                                   Monthly Payments
                                          With an Assumed Rate of Return of:

       Payment       Calendar     Attained       Gross:      0.00%      7.23%      6.00%      8.00%      10.00%      12.00%
          Year           Year          Age         Net:     -2.14%      5.00%      3.79%      5.76%       7.74%       9.71%
- ----------------------------------------------------------------------------------------------------------------------------
<S>          <C>         <C>            <C>                 <C>        <C>        <C>        <C>         <C>         <C>
             1           2000           60                  630.48     630.48     630.48     630.48      630.48      630.48
             2           2001           61                  610.83     630.48     627.14     632.57      638.00      643.44
             3           2002           62                  592.52     630.48     623.83     634.68      645.73      656.99
             4           2003           63                  575.46     630.48     620.57     636.81      653.66      671.14
             5           2004           64                  559.55     630.48     617.35     638.95      661.79      685.93
            10           2009           69                  494.86     630.48     601.77     649.88      705.75      770.44
            15           2014           74                  449.36     630.48     587.07     661.22      755.75      875.69
            20           2019           79                  417.36     630.48     573.20     672.98      812.60     1006.78

</TABLE>

The  assumed  rates of return  shown above are  illustrative  only and are not a
representation of past or future performance.  Actual performance results may be
more or less than those shown and will depend on a number of factors,  including
the investment  allocations  made by the contract owner and the various rates of
return of the portfolios  selected.  The amount of the annuity  payment would be
different from that shown if the actual  performance  averaged the assumed rates
of return shown above over a period of years, but also fluctuated above or below
those averages from year to year. Since it is highly likely that the performance
will  fluctuate  from month to month,  monthly  annuity  payments  (based on the
variable  account) will also  fluctuate.  No  representation  can be made by the
company or the funds that this hypothetical  performance can be achieved for any
one year or sustained over any period of time.

Notes:

Annuity payments are made during the Annuitant's lifetime. If the Annuitant dies
before  payments  have been made for the 10 year term certain  period,  payments
will continue to be paid to the beneficiary for the remainder of the period. The
cumulative amount of annuity payments received depends on how long the Annuitant
lives after the term certain period.

The  illustrated  net assumed  rates of return  reflect the deduction of average
fund expenses and the maximum  mortality and expense charge from the gross rates
of return.


<PAGE>


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

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


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

CALCULATION OF PERFORMANCE DATA................................................
         Yield and Effective Yield Quotations for the Money Market Subaccount..
         Yield Quotations for Other Subaccounts................................
         Total Return Quotations...............................................

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

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




<PAGE>


                                     PART B
<PAGE>


                       STATEMENT OF ADDITIONAL INFORMATION

                              ______________, 2000

                    GROUP IMMEDIATE VARIABLE ANNUITY CONTRACT

                                    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 group  immediate  variable
annuity  contract.  The  prospectus  concisely  sets  forth  information  that a
prospective investor should know before investing.  For a copy of the prospectus
dated  __________,  2000,  call us at (877)  299-1724 or write to us at AIG Life
Insurance  Company,  Attention:  Variable  Products,  One Alico Plaza,  600 King
Street, Wilmington, Delaware 19801.


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

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

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


<PAGE>


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

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

AIG Life Insurance Company

A description  of AIG Life  Insurance  Company and its ownership is contained in
the  prospectus.  We will provide for the  safekeeping of the assets of 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"),  70 Pine Street, New York, New
York,  acts  as the  distributor  of the  contract.  AIGESC  is a  wholly  owned
subsidiary of American International Group, Inc. 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.  For the sale of other contracts,  commissions are paid by
Variable Account I directly to selling dealers and  representatives on behalf of
AIGESC. Aggregate commissions were $46,881,581 in 1999, $33,398,137 in 1998, and
$27,225,980 in 1997. Commissions retained by AIGESC were $0 in 1999, $0 in 1998,
and $193,263 in 1997.

Potential Conflicts

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

================================================================
                         CALCULATION OF PERFORMANCE 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 Annuity  Income 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 Annuity  Income 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.  The yield and  effective  yield
quotations  do not  reflect  the $200 charge that may be assessed at the time of
surrender.  Realized gains and losses from the sale of securities and unrealized
appreciation   and   depreciation  of  the  money  market   subaccount  and  the
corresponding portfolio are excluded from the calculation of yield.

Yield Quotations for Other Subaccounts

Yield quotations will be based on the thirty-day period ended on the date of the
most recent  balance  sheet of Variable  Account I included in the  registration
statement,  and are computed by dividing the net  investment  income per Annuity
Income 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 investments owned by the subaccount

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

          c    = the average  daily number of Annuity  Income Units  outstanding
               during the period

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

Yield  quotations  for a  subaccount  reflect all  recurring  contract  charges.
However,  they do not  reflect  the  charge  of $200 that may be  assessed  upon
surrender of the contract.

Total Return Quotations

The total return  quotations for all of the  subaccounts  will be average annual
total  return  quotations  reflecting  all  aspects  of a  subaccount's  return,
including  the   automatic   reinvestment   by  the  variable   account  of  all
distributions,  any change in the  subaccount's  value over the period,  and the
effect of any recurring  charge and of the $200 charge  assessed upon surrender.
Average annual total return is calculated by  determining  the growth or decline
in value of a hypothetical historical investment in the subaccount over a stated
period and then calculating the annually  compounded  percentage rate that would
have produced the same result if the rate of growth or decline in value had been
constant  over the period.  For example,  a  cumulative  return of 100% over ten
years would produce an average annual return of 7.18%,  which is the steady rate
that would equal 100% growth on a compounded  basis in ten years.  While average
annual   total   returns  are  a  convenient   means  of  comparing   investment
alternatives,  investors should realize that the subaccount's performance is not
constant over time, but changes from year to year, and that average annual total
returns  represent  averaged  figures  as  opposed  to the  actual  year-to-year
performance of a subaccount.

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

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

Variable Annuity Payments

A variable  annuity is an annuity  whose  payments are not  predetermined  as to
dollar  amount and will vary in amount  with the net  investment  results of the
applicable  subaccounts.  When you pay your single  premium,  we  calculate  the
number of Annuity Income Units  associated with each annuity payment  determined
by our  currently  used annuity rate factor and the Annuity  Income Unit values.
The dollar amount of subsequent annuity payments is determined as follows:

Annuity Income Unit Value

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

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

          (b)  is the  Assumed  Investment  Return  factor  for  such  Valuation
               Period.

The  Assumed  Investment  Return  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 Return rate.

Net Investment Factor

The net  investment  factor is used to  determine  how  investment  results of a
portfolio  affect  the  Annuity  Income  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:

     (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.

     (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.

     (c)  is equal to the  mortality  and expense  charge rate for the valuation
          period.

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

Additional Provisions

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

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

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

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

Our  consolidated  balance  sheets are  included  herein.  A complete set of the
financial  statements of the company has been filed  electronically with the SEC
and can be obtained  through its website at  http://www.sec.gov.  Our  financial
statements  shall be  considered  only as bearing  upon our  ability to meet our
obligations under the contract.  Financial  statements of Variable Account I are
not  included  because  no  contracts  have been  issued  using the  subaccounts
described in the prospectus.



<PAGE>


                                     PART C
                                OTHER INFORMATION

Item 24.      Financial Statements and Exhibits.

(a)  Financial Statements

     [to be filed by 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)*

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

          (f)  Form of Individual Variable Annuity Policy (11NLVAN100) *****

          (g)  Form of Group Immediate Variable Annuity Contract (to be filed by
               amendment).

          (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*

          (d)  Restated  By-Laws  of AIG  Life  Insurance  Company  dated  March
               2000.*****

          (7)  N/A

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

          (9)  Opinion and Consent of Counsel [to be filed by amendment].

          (10)(a) Consent of Jorden Burt Boros Cicchetti  Berenson & Johnson LLP
               [to be filed by amendment].

          (b)  Consent of Independent Accountants [to be filed by amendment].

          (11) N/A

          (12) N/A

          (13) Performance Data #

         (14)(a) Powers of Attorney **

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

          (c)  Power of Attorney of Michele L. Abruzzo ****

          (d)  Power of Attorney of Robinson K. Nottingham ****

          (e)  Power of Attorney of Edmund Sze-Wing Tse ****

          (f)  Power of Attorney of Elizabeth M. Tuck *****

          (g)  Power of Attorney of John Oehmke *****

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

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

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

          **** Incorporated by reference to Registrant's  Registration Statement
               on Form N-4 (File No. 333-93709) filed on December 28, 1999.

          *****Incorporated by reference to Registrant's  Initial filing on Form
               N-4 (File No. 333-31972) filed on March 8, 2000

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

          ##   Incorporated   by   reference  to   Registrant's   Post-Effective
               Amendment No. 15 to Form N-4 (File No.  33-39171)  filed on April
               28, 2000.

Item 25. Directors and Officers of the Depositor.

The following are the Principal Officers and Directors of the Company:

Name and Principal                   Position and Offices
Business Address                     with  the Company

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

James A. Bambrick(2)                 Senior Vice President

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

Maurice R. Greenberg(1)              Director

Jeffrey M. Kestenbaum(2)             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(3)       Director, Chairman of the Board

John Oehmke(3)                       Chief Financial Officer, Vice President

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

Howard Ian Smith(1)                  Director

Edmund Sze-Wing Tse(1)               Director

Elizabeth M. Tuck(1)                 Secretary - Corporate

Kenneth D. Walma(3)                  Vice Presdient, General Counsel

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

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

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

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

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

Item 26.  Persons  Controlled  by or Under Common  Control with the Depositor or
Registrant

Incorporated  by  reference  to the Form  10-K,  Exhibit  21  filed by  American
International Group (parent of registrant) for the year ended December 31, 1999.

Item 27.  Number of Contractowners

Not applicable.

Item 28.  Indemnification

Incorporated by reference to Principal  Underwriter's Agreement between AIG Life
Insurance Company and American International Fund Distributors,  dated August 1,
1988,  and  filed   electronically   on  October  27,  1998  as  an  exhibit  to
post-effective  amendment no. 12 to the registration statement on Form N-4 (File
No. 33-39171).

Item 29.  Principal Underwriter

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

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

Name and Principal Business Address*    Positions and Offices with Underwriter

Michele L. Abruzzo                      Director, Vice President, Compliance
                                        Officer   - Variable Life

Kevin Clowe                             Director and Vice President
Ernest T. Patrikis                      Director
Ronald Alan Latz                        Director, Vice President and
                                        Financial Operations Principal
Jerome Thomas Muldowney                 Director
Helen Stefanis                          Director and President
Martinnette J. Witrick                  Vice President and Compliance Officer
Kenneth F. Judkowitz                    Vice President
Elizabeth M. Tuck                       Secretary

  *Business address is 70 Pine Street, New York, New York 10270.
<TABLE>

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

<S>                              <C>                  <C>                <C>              <C>
       AIG Equity                $0                   $0                 $0               $0
       Sales Corp.
</TABLE>

Item 30.  Location of Accounts and Records.

Kenneth F.  Judkowitz,  Vice  President  of AIG Life  Insurance  Company,  whose
address  is 70 Pine  Street,  New  York,  New  York  10270,  maintains  physical
possession of the accounts,  books, or documents of Variable  Account I required
to be maintained by Section 31(a) of the Investment  Company 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 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  the  fees  and  charges  deducted  under  the
     contracts offered 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.


<PAGE>


                                   SIGNATURES

     As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration  Statement to be signed on its
behalf, in the City of Wilmington, and State of Delaware on this 4th day of May,
2000.

                                  Variable Account I
                                  By:  AIG Life Insurance Company

                                           /s/ Kenneth D. Walma
                                  By:  _______________________________
                                           Kenneth D. Walma,
                                           Vice President and General Counsel


                                  AIG Life Insurance Company

                                           /s/ Kenneth D. Walma
                                  By:  ________________________________
                                           Kenneth D. Walma,
                                           Vice President and General Counsel

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

Signature                           Title                               Date

Michele L. Abruzzo*                 Senior Executive Vice           May 4, 2000
- -------------------                 President, Director
Michele L. Abruzzo

Paul S. Bell*                       Chief Actuary, Senior           May 4, 2000
- -------------                       Vice President, Director
Paul S. Bell

M.R. Greenberg*                     Director                        May 4, 2000
- ---------------
M.R. Greenberg

Edward. E. Matthews*                Senior Vice President,          May 4, 2000
- --------------------                Director
Edward E. Matthews

Jerome T. Muldowney*                Senior Vice President,          May 4, 2000
- -------------------
Jerome T. Muldowney                         Director

Robinson Kendall Nottingham*        Chairman of the Board           May 4, 2000
- ----------------------------
Robinson Kendall Nottingham         of Directors, Director

John Oehmke*                        Vice President, Chief Financial May 4, 2000
- ------------                        Officer
John Oehmke

Nicholas A. O'Kulich*               Vice Chairman, Treasurer,       May 4, 2000
- ---------------------               Director
Nicholas A. O'Kulich

Howard I. Smith*                    Director                        May 4, 2000
- ----------------
Howard I. Smith

Edmund Sze-Wing Tse*                Director                        May 4, 2000
- --------------------
Edmund Sze-Wing Tse

Elizabeth M. Tuck*                  Secretary                       May 4, 2000
- ------------------
Elizabeth M. Tuck

Gerald W. Wyndorf*                  Director                        May 4, 2000
- ------------------
Gerald W. Wyndorf

*By: /s/ Kenneth D. Walma

         ----------------------
         Kenneth D. Walma,
         Attorney in Fact





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