VARIABLE ACCOUNT I OF AIG LIFE INS CO
N-4/A, 2000-05-31
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      As Filed With The Securities and Exchange Commission On May 31, 2000

                                                File Nos.        333-31972
                                                                 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. 1                        [X]
         Post-Effective Amendment No.                         [   ]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

         Amendment No.              36                        [ X]

                        (Check appropriate box or boxes.)

                               VARIABLE ACCOUNT I
                           (Exact Name of Registrant)

                           AIG Life Insurance Company
                               (Name of Depositor)

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

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

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



<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)

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

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

     on _______  pursuant to paragraph (b) of Rule 485
-----

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

      on ______ pursuant to paragraph (a)(i) of Rule 485
------

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

If appropriate, check the following box:

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

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

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>

                     OVATION ACCESS VARIABLE ANNUITY PROFILE

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

                              ______________, 2000

================================================================
1.       VARIABLE ANNUITY
================================================================

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

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

The variable  investment  portfolios  offer  professionally  managed  investment
choices with goals ranging from capital  preservation to aggressive growth. Your
choices for the various investment options are listed later in this profile.

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


<PAGE>


================================================================
1.       ANNUITY OPTIONS
================================================================

You can select one of the annuity options listed below:

     (1)  payments for the Annuitant's lifetime;

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

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

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

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

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

You can buy a contract through your financial representative,  who can also help
you  complete  the proper  forms.  The minimum  initial  investment  is $10,000.
Additional  amounts of $1,000 or more may be added to your  contract at any time
during the accumulation  phase.  You can pay additional  premium of $100 or more
per month by enrolling in an automatic investment plan.

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

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

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

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

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

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

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

Each year we deduct a $30 contract  maintenance  fee from your  Contract  Value.
This fee is waived if the value of your  contract is at least  $50,000.  We also
deduct  insurance  charges from your Contract Value on a daily basis,  currently
equal to 0.19%,  annually of the average daily value of your contract  allocated
to the variable  investment  options.  The insurance charges include a mortality
and expense risk charge of 0.19% and an administrative  charge that is currently
zero but may be up to 0.15%. Insurance charges will never exceed 0.34%.

As with other  professionally  managed  investments,  there are also  investment
charges  imposed on contracts  with money  allocated to the variable  investment
options.  These charges include management fees and other operating expenses and
are estimated to range from 0.64% to 1.05%.

Each year you are allowed to make 12 transfers without charge.  After your first
12  transfers,  currently  a $10  transfer  fee will  apply  to each  subsequent
transfer. The maximum charge we will ever impose is $50 per transfer.

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

The following  chart is designed to help you  understand  the charges under your
contract.  The column "Total Annual  Insurance  Charges"  shows the total of the
0.19% insurance  charges and the $30 contract  maintenance fee. We converted the
contract  maintenance  fee to a  percentage  using an assumed  contract  size of
$50,000.  The actual impact of this charge on your contract may differ from this
percentage.  The column "Total Annual Portfolio Charges" shows portfolio charges
for each  portfolio  after waivers  and/or  reimbursements  by Alliance  Capital
Management  L.P. for the year ended  December 31, 1999.  The third column is the
total of all annual charges.

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

                                                             Total       Total
                                                            Annual      Annual      Total      Total Expenses    Total Expenses
                                                         Insurance     Portfolio    Annual     at the end of      at the end of
                                                            Charges     Charges    Charges         1 Year           10 Years

<S>                                                             <C>         <C>        <C>           <C>               <C>
Global Bond Portfolio                                           0.25%       0.90%      1.15%         $12               $140
Global Dollar Government Portfolio                              0.25%       0.95%      1.20%          12                145
Growth Portfolio                                                0.25%       0.84%      1.09%          11                133
Growth & Income Portfolio                                       0.25%       0.71%      0.96%          10                118
High-Yield Portfolio                                            0.25%       0.95%      1.20%          12                145
International Portfolio                                         0.25%       0.95%      1.20%          12                145
Money Market Portfolio                                          0.25%       0.64%      0.89%           9                110
North American Government Income Portfolio                      0.25%       0.95%      1.20%          12                145
Premier Growth Portfolio                                        0.25%       1.05%      1.30%          13                157
Quasar Portfolio                                                0.25%       0.95%      1.20%          12                145
Real Estate Investment Portfolio                                0.25%       0.95%      1.20%          12                145
Technology Portfolio                                            0.25%       0.95%      1.20%          12                145
Total Return Portfolio                                          0.25%       0.86%      1.11%          11                135
U.S. Government/High Grade Securities Portfolio                 0.25%       0.86%      1.11%          11                135
Utility Income Portfolio                                        0.25%       0.95%      1.20%          12                145
Worldwide Privatization Portfolio                               0.25%       0.95%      1.20%          12                145
</TABLE>

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

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

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

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

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

You may withdraw part or all of your Contract Value at anytime.  You may have to
pay income tax on any amount  withdrawn  and a 10% tax  penalty may apply if you
are under age 59 1/2.

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

The  value  of  your  annuity  will  fluctuate  depending  upon  the  investment
performance of the portfolios you choose.  Performance of Variable  Account I is
not  included in this profile  because no  contracts  have been issued using the
subaccounts described in the accompanying prospectus and, therefore, there is no
performance to show at this time.

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

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

Traditional Death Benefit

The traditional  death benefit is equal to the Contract  Value.  The traditional
death benefit will be paid if no other death benefit is selected.

Optional Death Benefit

The optional  death  benefit is available if the contract is issued prior to age
80. If you elect the  optional  death  benefit,  we will  assess a daily  charge
against the assets in the variable account equal to 0.25% annually.

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

(1)      the Contract Value; or

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

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

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

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

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

Systematic  Withdrawal Program: If selected,  this program allows you to receive
either  monthly or  quarterly  withdrawals  during the  accumulation  phase.  Of
course,  withdrawals  may be taxable  and a 10% tax penalty may apply if you are
under age 59 1/2.  Your  Contract  Value must be at least  $24,000 to elect this
option.

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


<PAGE>


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

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

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


<PAGE>
                                   PROSPECTUS

                         OVATION ACCESS VARIABLE ANNUITY

                                    issued by

                           AIG LIFE INSURANCE COMPANY

                                   through its

                               VARIABLE ACCOUNT I

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

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

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

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


<PAGE>


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

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

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

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

                              _______________, 2000


<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>


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

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

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

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

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

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

Annuity Date - The date on which annuity payments begin.

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

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

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

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

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

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

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


<PAGE>


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

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

                           Owner Transaction Expenses

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

Transfer Fee

     First 12 Per Contract Year.............................................None
     Thereafter (1)..........................................................$10

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

Variable Account Annual Expenses (as a percentage of average account value)
     Mortality and Expense Risk Charge.................................... 0.19%
     Administrative Charge(2).............................................   0 %
                                                                           =====
     Total Variable Account Annual Expenses............................... 0.19%

(1) We reserve the right to increase the transfer fee from $10 per transfer to a
maximum of $50 per transfer.

(2) We do not currently deduct an administrative  charge,  but reserve the right
 to do so in the future. The maximum administrative charge will be 0.15%.


<PAGE>


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

<TABLE>

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

Alliance Variable Products Series Fund, Inc.

<S>                                                                 <C>             <C>              <C>
Global Bond Portfolio                                               0.65%           0.25%            0.90%
Global Dollar Government Portfolio                                  0.12%           0.83%            0.95%
Growth Portfolio                                                    0.75%           0.09%            0.84%
Growth and Income Portfolio                                         0.63%           0.08%            0.71%
High-Yield Portfolio                                                0.60%           0.35%            0.95%
International Portfolio                                             0.69%           0.26%            0.95%
Money Market Portfolio                                              0.50%           0.14%            0.64%
North American Government Income Portfolio                          0.61%           0.34%            0.95%
Premier Growth Portfolio                                            1.00%           0.05%            1.05%
Quasar Portfolio                                                    0.81%           0.14%            0.95%
Real Estate Investment Portfolio                                    0.49%           0.46%            0.95%
Technology Portfolio                                                0.86%           0.09%            0.95%
Total Return Portfolio                                              0.63%           0.23%            0.86%
U.S. Government/High Grade Securities Portfolio                     0.60%           0.26%            0.86%
Utility Income Portfolio                                            0.72%           0.23%            0.95%
Worldwide Privatization Portfolio                                   0.63%           0.32%            0.95%
</TABLE>

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

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

                  Global Bond Portfolio                                1.04%
                  Global Dollar Government Portfolio                   2.29%
                  High-Yield Portfolio                                 1.40%
                  International Portfolio                              1.36%
                  North American Government Income Portfolio           1.20%
                  Quasar Portfolio                                     1.19%
                  Real Estate Investment Portfolio                     1.72%
                  Technology Portfolio                                 1.12%
                  Utility Income Portfolio                             1.14%
                  Worldwide Privatization Portfolio                    1.46%


<PAGE>



Example

You would pay the following expenses on a $1,000 investment, assuming 5% growth,
whether or not you  surrender  or annuitize  at the end of the  applicable  time
period:
<TABLE>

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

Alliance Variable Products Series Fund
<S>                                                              <C>             <C>         <C>           <C>
Global Bond Portfolio                                            $12             $37         $63           $140
Global Dollar Government Portfolio                                12              38          66            145
Growth Portfolio                                                  11              35          60            133
Growth and Income Portfolio                                       10              31          53            118
High-Yield Portfolio                                              12              38          66            145
International Portfolio                                           12              38          66            145
Money Market Portfolio                                             9              28          49            110
North American Government Income Portfolio                        12              38          66            145
Premier Growth Portfolio                                          13              41          72            157
Quasar Portfolio                                                  12              38          66            145
Real Estate Investment Portfolio                                  12              38          66            145
Technology Portfolio                                              12              38          66            145
Total Return Portfolio                                            11              35          61            135
U.S. Government/High Grade Securities Portfolio                   11              35          61            135
Utility Income Portfolio                                          12              38          66            145
Worldwide Privatization  Portfolio                                12              38          66            145
</TABLE>

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


<PAGE>


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

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

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

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

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

General Description

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

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

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

Purchasing a Contract

Premium is the money you give us as payment to buy the contract,  as well as any
additional  money you give us to invest in the  contract  after you own it.  The
minimum  initial  investment for both qualified and  non-qualified  contracts is
$10,000.  You may add premium payments of $1,000 or more to your contract at any
time during the accumulation phase. You can pay scheduled  subsequent premium of
$100 or more per month by enrolling in an automatic investment plan.

We may refuse any  premium.  In general,  we will not issue a contract to anyone
who is over age 90.

Allocation of Premium

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

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

Right to Examine Contract

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

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

Accumulation Units

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

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

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

Transfers During the Accumulation Phase

You can transfer  money among the  investment  options by written  request or by
telephone.  You can make twelve  transfers  every Contract Year without  charge.
There is  currently  a $10  transfer  fee for each  transfer  over  twelve  in a
Contract  Year. We reserve the right to increase this amount to a maximum of $50
per  transfer.  Transfers  as  a  result  of  dollar  cost  averaging  or  asset
rebalancing are not counted against your twelve free transfers.

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

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

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

Dollar Cost Averaging

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

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

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


<PAGE>


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

Asset Rebalancing

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

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

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

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

Variable Investment Options

Variable Account I

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

We own the assets in the  variable  account and use them to support the variable
portion of your contract and other variable annuity contracts described in other
prospectuses.  The variable  account's assets are separate from our other assets
and are not  chargeable  with  liabilities  arising out of any other business we
conduct.  Income, gains or losses,  whether or not realized,  are credited to or
charged  against the  subaccounts  of the  variable  account  without  regard to
income,  gains or losses arising out of any of our other business.  As a result,
the  investment  performance  of each  subaccount  of the  variable  account  is
entirely independent of the investment performance of our general account and of
any of our other 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,  add  or  remove   subaccounts  and  the  corresponding   portfolios.   No
substitution  of shares of one portfolio for another will be made until you have
been  notified and the SEC has approved the change.  If deemed to be in the best
interest of persons  having  voting  rights  under the  contract,  the  variable
account may be  operated  as a  management  company  under the 1940 Act,  may be
deregistered  under  that  Act in  the  event  such  registration  is no  longer
required, or may be combined with one or more other variable accounts.

The Fund and Its Portfolios

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

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

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

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

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

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

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

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


<PAGE>


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

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

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

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

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

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

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

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

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

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

Alliance Capital Management, L.P. may compensate us for providing administrative
services in connection  with the portfolios that are offered under the contract.
Such compensation is paid from its assets.



Fixed Investment Option

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

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

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

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

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

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

Insurance Charges

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

Mortality and Expense Risk Charge

The mortality and expense risk charge is equal,  on an annual basis, to 0.19% of
the daily value of the variable  portion of your contract.  We will not increase
this  charge.  It  compensates  us for assuming  the risks  associated  with our
obligations  to make annuity  payments and to provide the death  benefit and for
assuming the risk that current  charges  will be  insufficient  in the future to
cover the cost of administering the contract.  If the charges under the contract
are not  sufficient,  we will bear the loss. If the charges are  sufficient,  we
will keep the balance of this charge as profit.

Administrative Charge

We are currently not deducting an administrative charge.  However, we may in the
future  charge  up to  0.15%,  on an annual  basis,  of the  daily  value of the
variable  portion of your  contract.  This  charge  will  compensate  us for our
administrative expenses, which include preparing the contract, confirmations and
statements,  and maintaining  contract records.  If this charge is not enough to
cover the costs of administering the contract, we will bear the loss.

Optional Death Benefit Charge

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

Annual Ratchet Plan      0.25%

This option is available if the contract is issued prior to age 80.

Contract Maintenance Fee

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

Premium Taxes

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

Income Taxes

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

Fund Expenses

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

Reduction or Elimination of Certain Charges and Additional Amounts Credited

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

     (1)  the size of the group;

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

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

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

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

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


<PAGE>


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

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

Generally

Contract Value is available in the following ways:

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

     o    by receiving annuity payments during the income phase;

     o    when a death benefit is paid to your beneficiary.

Surrenders

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

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

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

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

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

     o    trading on the NYSE is restricted;

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

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



<PAGE>


Systematic Withdrawal Program

The  systematic  withdrawal  program  allows  you to  make  regularly  scheduled
withdrawals  from your  Contract  Value of at least  $200  each on a monthly  or
quarterly basis. You may change the amount or frequency of withdrawals under the
program once per Contract Year.

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

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

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

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


<PAGE>


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

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

Generally

Beginning on the Annuity Date, you will receive  regular annuity  payments.  You
may choose to receive annuity payments that are fixed, variable or a combination
of fixed and variable.

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

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

Annuity Options

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

Option 1 - Life Income

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

Option 2 - Life Annuity with 10 Years Guaranteed

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

Option 3 - Joint and Last Survivor Income

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

Variable Annuity Payments

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

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

     o    the 5%  assumed  investment  rate  used in the  annuity  table for the
          contract;

     o    the performance of the portfolios you selected;

     o     the annuity option you selected.

If the actual performance exceeds the 5% assumed rate, the annuity payments will
increase.  Similarly,  if the actual rate is less than 5%, the annuity  payments
will decrease. The SAI contains more information.

Transfers During Income Phase

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

Deferment of Payments

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

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

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

Death of Owner Before the Annuity Date

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

Traditional Death Benefit

Under  the  traditional  death  benefit,  we will  pay the  amount  equal to the
Contract Value.  The traditional  death benefit will be paid unless you selected
the optional death benefit.

Optional Death Benefit

The optional  death  benefit is available if the contract is issued prior to age
80.

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

     (1)  the Contract Value; or

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

The annual ratchet plan will be in effect if:

     (1)  you select it on the application; and

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

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

Payment to Beneficiary

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

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

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


<PAGE>


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

Death of Owner After the Annuity Date

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

Death of Annuitant

Before the Annuity Date

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

After the Annuity Date

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

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

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

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

When we  advertise  the average  annual  total  return of a  portfolio,  it will
usually be calculated  for one, five, and ten year periods or, where a portfolio
has been in existence  for a period of less than one,  five,  or ten years,  for
such lesser  period.  Average  annual total return is measured by comparing  the
value of the  investment in a portfolio at the beginning of the relevant  period
to the value of the investment at the end of the period. Then the average annual
compounded  rate of return is calculated to produce the value of the  investment
at the end of the period.

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

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

Total return at the variable  account level is lower than at the portfolio level
since it is reduced by all contract charges  (mortality and expense risk charge,
administrative  charge, if any, and contract maintenance fee).  Likewise,  yield
and  effective  yield  at the  variable  account  level  are  lower  than at the
portfolio  level  since the  variable  account  level total  return  affects all
recurring charges.

Performance information for a portfolio may be compared to:

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

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

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


<PAGE>



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

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

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

Introduction

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

Annuity Contracts in General

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

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

Tax Treatment of Distributions -- Non-Qualified Contracts

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

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

     (2)  to your beneficiary after you die;

     (3)  after you become disabled;

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

     (5)  under an immediate annuity.

Assignments

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

Gifts of Contracts

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

Contracts Owned by Non-Natural Persons

If the contract is held by a non-natural  person (for example,  a corporation or
trust), the contract is generally not treated as an annuity contract for federal
income tax purposes, and the income on the contract (generally the excess of the
Contract  Value over the premium) is  includable  in income each year.  The rule
does not apply where the non-natural person is only the nominal owner, such as a
trust or other  entity  acting as an agent for a  natural  person,  and in other
limited circumstances.

Distribution at Death Rules

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

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

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

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

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

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

Section 1035 Exchanges

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

Tax Treatment of Distributions -- Qualified Contracts

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

     o    Individual Retirement Annuities ("IRAs");

     o    Roth IRAs;

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

     o    Keogh Plans; and

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

Withdrawals in General

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

Individual Retirement Annuities

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

Roth IRAs

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

403(b) Plans

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

Rollovers

Distributions   from  a  401(a)  qualified  plan  or  403(b)  plan  (other  than
non-taxable  distributions  representing  a  return  of  capital,  distributions
meeting the minimum distribution requirement, distributions for the life or life
expectancy of the recipient(s) or  distributions  that are made over a period of
more than 10 years) are  eligible for  tax-free  rollover  within 60 days of the
date of distribution,  but are also subject to federal income tax withholding at
a 20% rate unless paid directly to another qualified plan, 403(b) plan or IRA. A
prospective  owner considering use of the contract in this manner should consult
a competent tax adviser with regard to the  suitability of the contract for this
purpose and for  information  concerning  the tax law  provisions  applicable to
qualified plans, 403(b) plans, and IRAs.

Diversification and Investor Control

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

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

Withholding

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

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

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

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

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

AIG Life Insurance Company

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

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

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

Ownership

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

Voting Rights

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

Prior to the Annuity Date, you hold a voting interest in each portfolio in whose
corresponding  subaccount  you have Contract  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 Annuity  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  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.

Administration of the Contract

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

Legal Proceedings

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

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

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

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


<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...............................................
         Tax Deferred Accumulation.............................................

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

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



<PAGE>


                                     PART B
<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

                              _______________, 2000

                         OVATION ACCESS VARIABLE ANNUITY

                                    issued by

                           AIG LIFE INSURANCE COMPANY

                                   through its

                               VARIABLE ACCOUNT I

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

                                        1


<PAGE>



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

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


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

CALCULATION OF PERFORMANCE DATA.............................................4
     Yield and Effective Yield Quotations for the Money Market Subaccount...4
     Yield Quotations for Other Subaccounts.................................5
     Total Return Quotations................................................5
     Tax Deferred Accumulation..............................................6

ANNUITY PROVISIONS..........................................................7
     Variable Annuity Payments..............................................7
     Annuity Unit Value.....................................................7
     Net Investment Factor..................................................8
     Additional Provisions..................................................9

FINANCIAL STATEMENTS........................................................9


                                        2


<PAGE>



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

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

AIG Life Insurance Company

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

Independent Accountants

Our  financial  statements  have been  audited by [to be provided by  subsequent
amendment to this  filing],  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. Commissions not to exceed 7% of
premiums will be paid to entities that sell the  contract.  Additional  payments
may be made for other services not directly related to the sale of the contract,
including the recruitment  and training of personnel,  production of promotional
literature  and similar  services.  Commissions  are paid by Variable  Account I
directly to selling dealers and  representatives on behalf of AIGESC.  Aggregate
commissions  were  $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

                                        3


<PAGE>



possibly  arise and to determine  what  action,  if any,  should be taken.  If a
material  irreconcilable conflict were to occur, we will take whatever steps are
deemed  necessary,  at our expense,  to remedy or eliminate  the  irreconcilable
material conflict.  As a result, one or more insurance company separate accounts
might withdraw their  investments in the fund. This might force the fund to sell
securities at disadvantageous prices.

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

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

Yield and Effective Yield Quotations for the Money Market Subaccount

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

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

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

For  purposes of the yield and  effective  yield  quotations,  the  hypothetical
charge  reflects  all  deductions  that are  charged  to all owner  accounts  in
proportion  to the  length of the base  period.  For any fees that vary with the
size  of the  account,  the  account  size is  assumed  to be the  money  market
subaccount's  mean account size. No deductions  are assessed upon  annuitization
under the contract.  Realized  gains and losses from the sale of securities  and
unrealized  appreciation and depreciation of the money market subaccount and the
corresponding portfolio are excluded from the calculation of yield.

                                        4


<PAGE>

Yield Quotations for Other Subaccounts

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

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

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

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

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

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

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

Total Return Quotations

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

                                  P(1+T)n = ERV

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

                  T = average annual total return

                  n = number of years

                                        5


<PAGE>



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

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

Tax Deferred Accumulation

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

In general,  individuals who own annuity contracts are not taxed on increases in
the value under the annuity  contract  until some form of  distribution  is made
from the  contract.  Thus,  the annuity  contract will benefit from tax deferral
during  the  accumulation  phase,  which  generally  will  have  the  effect  of
permitting  an  investment  in an annuity  contract to grow more  rapidly than a
comparable  investment  under  which  increases  in value are taxed on a current
basis. The chart shows  accumulations  on an initial  investment or premium of a
given amount,  assuming  hypothetical gross annual returns compounded  annually,
and a stated  assumed rate.  The values shown for the taxable  investment do not
include any  deduction  for  management  fees or other  expenses but assume that
taxes are deducted  annually from investment  returns.  The values shown for the
variable  annuity in a chart reflect the deduction of contractual  expenses such
as the 0.19% mortality and expense risk charge and the $30 contract  maintenance
fee, but not the expenses of an underlying investment vehicle. The chart assumes
a full  surrender at the end of the period shown and the payment of taxes at the
31% rate on the amount in excess of the premium.

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

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

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

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

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

                                        6


<PAGE>

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

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

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

Variable Annuity Payments

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

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

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

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

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

Annuity Unit Value

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

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

                                        7


<PAGE>



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

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

Net Investment Factor

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

          o    (a) is equal to:

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

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

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

          o    (b) is equal to:

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

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

          o    (c) is equal to:

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

               (ii) the  percentage  factor   representing  the   administrative
                    charge.


                                        8


<PAGE>


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

Additional Provisions

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

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

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

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

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

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

A  complete  set  of  financial   statements  of  the  company  has  been  filed
electronically  with  the  SEC  and  can be  obtained  through  its  website  at
http://www.sec.gov.  Our consolidated balance sheets are provided along with the
printed  copy  of  the  statement  of  additional  information.   Our  financial
statements  shall be  considered  only as bearing  upon our  ability to meet our
obligations under the contract.  Financial  statements of Variable Account I are
not  included  because  no  contracts  had  been  issued  as of the date of this
statement of additional information.

                                        9

<PAGE>
                           Report of Independent Accountants

To the Stockholders and Board of Directors
AIG Life Insurance Company

In our opinion,  the accompanying  balance sheets and the related  statements of
income,  capital funds, cash flows, and comprehensive  income present fairly, in
all material  respects,  the financial position of AIG Life Insurance Company (a
wholly-owned  subsidiary of American  International Group, Inc.) at December 31,
1999 and 1998,  and the results of its operations and its cash flows for each of
the three years in the period  ended  December  31,  1999,  in  conformity  with
accounting  principles  generally accepted in the United States. These financial
statements   are  the   responsibility   of  the   Company's   management;   our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We conducted  our audits of these  statements  in  accordance  with
auditing standards  generally accepted in the United States,  which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for the opinion expressed above.


/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Washington, DC
February 3, 2000
<PAGE>

                           AIG LIFE INSURANCE COMPANY

                          (a wholly-owned subsidiary of
                       American International Group, Inc.)












                    REPORT ON AUDITS OF FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997




<PAGE>



                           AIG LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                                 (in thousands)

<TABLE>

                                                                         December 31,            December 31,
                                                                            1999                     1998
<S>                                                                         <C>                   <C>
Assets

Investments and cash:
     Fixed maturities:
        Bonds available for sale, at market value                           $ 4,702,879           $ 4,238,045
        (cost: 1999 - $4,890,022; 1998 - $4,081,008)
     Equity securities:
        Common stock

        (cost: 1999-$892; 1998 - $901)                                            2,233                 2,410
      Non-redeemable preferred stock
      (cost: 1999 - $50,794; 1998 - $18,250)                                     49,377                19,338
Mortgage loans on real estate, net                                              345,253               468,342
Real estate, net of accumulated
 depreciation of $5,041 in 1999 and $4,351 in 1998                               12,543                13,002
Policy loans                                                                    643,815             1,010,969
Other invested assets                                                            77,845                81,916
Short-term investments                                                          222,677               163,704
Cash                                                                                 86                 4,788
                                                                       ----------------         -------------

    Total investments and cash                                                6,056,708             6,002,514


Amounts due from related parties                                                  5,465                17,330
Investment income due and accrued                                                93,183                94,029
Premium and insurance balances receivable                                        64,359                56,583
Reinsurance assets                                                               99,850                72,044
Deferred policy acquisition costs                                               220,672               167,840
Federal income tax receivable                                                     9,611                 4,207
Deferred income taxes                                                            63,568                     -
Separate and variable accounts                                                3,220,806             1,971,280
Other assets                                                                      5,363                 6,228
                                                                         --------------         -------------

                                    Total assets                            $ 9,839,585           $ 8,392,055
                                                                             ==========            ==========
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>

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

                                                                             December 31,           December 31,
                                                                               1999                     1998
<S>                                                                         <C>                     <C>
Liabilities

  Policyholders' funds on deposit                                           $ 4,612,363             $ 4,472,854
  Future policy benefits                                                      1,284,568               1,002,244
  Reserve for unearned premiums                                                  21,100                  21,468
  Policy and contract claims                                                    212,627                 200,193
  Reserve for commissions, expenses and taxes                                    19,390                  25,702
  Insurance balances payable                                                     60,642                  56,263
  Amounts due to related parties                                                  6,821                   4,119
  Deferred income taxes                                                               -                  56,519
  Separate and variable accounts                                              3,220,806               1,971,280
  Minority interest                                                               5,837                   5,987
  Other liabilities                                                              75,039                  59,189
                                                                          -------------             -----------


                                    Total liabilities                         9,519,193               7,875,818
                                                                            -----------             -----------
</TABLE>
<TABLE>
<S>                                                                               <C>                     <C>
Capital funds

  Common stock, $5 par value; 1,000,000 shares
       authorized; 976,703 shares issued and
       outstanding                                                                4,884                   4,884
  Additional paid-in capital                                                    153,283                 153,283
  Retained earnings                                                             283,908                 236,521
  Accumulated other comprehensive income                                       (121,683)                121,549
                                                                            -----------            ------------

                                    Total capital funds                         320,392                 516,237
                                                                            -----------            ------------


Total liabilities and capital funds                                         $ 9,839,585             $ 8,392,055
                                                                             ==========              ==========
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>

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


                                                                                 Years   ended   December 31,

                                                                       1999                  1998                  1997
                                                                  ------------             --------              -------
Revenues:
<S>                                                                <C>                     <C>                  <C>
  Premiums                                                         $   712,920             $  616,964           $ 437,650
  Net investment income                                                443,863                457,148             381,868
  Realized capital losses                                              (11,240)                  (334)             (3,025)
                                                                  -------------         -------------          ----------

                     Total revenues                                  1,145,543              1,073,778             816,493
                                                                    ----------             ----------            --------


Benefits and expenses:
  Benefits to policyholders                                            329,888                272,368             188,969
  Increase in future policy benefits
   and policyholders' funds on deposit                                 539,457                547,100             397,481
  Acquisition and insurance expenses                                   202,678                168,075             163,533
                                                                   -----------            -----------            --------

                    Total benefits and expenses                      1,072,023                987,543             749,983
                                                                    ----------            -----------            --------


Income before income taxes                                              73,520                 86,235              66,510
                                                                  ------------            -----------           ---------

Income taxes:
   Current                                                              15,055                 16,218              20,059
   Deferred                                                             10,884                 15,220               3,964
                                                                  ------------            -----------          ----------

      Total income taxes                                                25,939                 31,438              24,023
                                                                  ------------            -----------           ---------

Net income before minority interest                                     47,581                 54,797              42,487
Minority interest income                                                  (194)                  (163)               (128)
                                                                 --------------          -------------         ----------


Net income                                                         $    47,387            $    54,634           $  42,359
                                                                    ==========             ==========            ========
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>


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


                                                                                   Years   ended   December 31,

                                                                       1999                 1998                  1997
<S>                                                              <C>                  <C>                    <C>
Common stock

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


 Additional paid-in capital

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


Retained earnings

  Balance at beginning of year                                         236,521               181,887              139,528
  Net income                                                            47,387                54,634               42,359
                                                                    ----------            ----------           ----------

  Balance at end of year                                               283,908               236,521              181,887
                                                                     ---------             ---------            ---------


Accumulated other comprehensive income

 Balance at beginning of year                                          121,549               114,490               62,814
 Unrealized appreciation (depreciation) of
      investments - net of reclassification
      adjustments                                                     (374,203)               10,860               79,497
  Deferred income tax benefit (expense) on
      changes                                                          130,971                (3,801)             (27,821)
                                                                    ----------            ----------            ---------

  Balance at end of year                                              (121,683)              121,549              114,490
                                                                    ----------             ---------            ---------


               Total capital funds                                  $  320,392            $  516,237           $  454,544
                                                                     =========             =========            =========
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>

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

                                                                           Years  ended   December 31,
                                                                             1999               1998               1997
                                                                         ------------         -------            --------

<S>                                                                       <C>               <C>                <C>
Cash flows from operating activities:

 Net income                                                               $   47,387        $     54,634       $    42,359

 Adjustments  to  reconcile  net  income
 to  net  cash  provided  by  operating
 activities:

 Non-cash revenues, expenses, gains and losses included in income:

 Change in insurance reserves                                                294,389             250,810           121,325
 Change in premiums and insurance balances
  receivable and payable -net                                                 (3,398)               (753)           (5,346)
 Change in reinsurance assets                                                (27,806)            (11,301)          157,710
 Change in deferred policy acquisition costs                                 (52,832)            (49,305)          (34,248)
 Change in investment income due and accrued                                     846              (8,894)           22,133
 Realized capital losses                                                      11,240                 334             3,025
 Change in current and deferred income taxes -net                              5,480               9,330             2,689
 Change in reserves for commissions, expenses and taxes                       (6,312)              9,599            13,243
 Change in other assets and liabilities - net                                 26,888             (61,575)           69,582
                                                                          ----------          -----------        ---------
         Total adjustments                                                   248,495             138,245           350,113
                                                                           ---------           ---------          --------
 Net cash provided by operating activities                                   295,882             192,879           392,472
                                                                           ---------           ---------          --------

Cash flows from investing activities:

 Cost of fixed maturities, at market, sold                                   564,697             282,756            23,816
 Cost of fixed maturities, at market, matured or redeemed                    318,833             340,435           153,963
 Cost of equity securities sold                                                1,032               1,039             3,676
 Cost of real estate sold                                                          -               2,585                 -
 Realized capital losses                                                     (11,240)              1,666             1,975
 Purchase of fixed maturities                                             (1,685,038)         (1,865,768)         (804,262)
 Purchase of equity securities                                               (33,567)            (18,559)           (1,750)
 Purchase of real estate                                                           -                (341)             (413)
 Mortgage loans granted                                                     (134,988)           (202,484)          (87,690)
 Repayments of mortgage loans                                                258,159              83,035            29,298
 Change in policy loans                                                      367,154             485,868           377,124
 Change in short-term investments                                            (58,973)            504,208          (567,876)
 Change in other invested assets                                             (23,336)            (11,706)            6,294
 Other - net                                                                  (2,826)            (27,908)           11,917
                                                                          ----------          -----------       ----------
  Net cash used in investing activities                                     (440,093)           (425,174)         (853,928)
                                                                            --------           ----------        ---------

Cash flows from financing activities:

 Change in policyholders' funds on deposit                                   139,509             231,951           430,808
  Proceeds from capital contribution                                               -                   -            30,000
                                                                      --------------    ----------------        ----------
   Net cash provided by financing activities                                 139,509             231,951           460,808
                                                                            --------          ----------         ---------

Change in cash                                                                (4,702)               (344)             (648)
Cash at beginning of period                                                    4,788               5,132             5,780
                                                                          ----------        ------------        ----------
Cash at end of period                                                  $          86       $       4,788       $     5,132
                                                                        ============        ============        ==========
</TABLE>

                 See accompanying notes to financial statements.
<PAGE>

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

                                                                               Years  ended   December 31,

                                                                          1999                    1998               1997
                                                                    -----------------       ----------              ------

<S>                                                                   <C>                  <C>                 <C>
Comprehensive income

Net income                                                            $      47,387        $      54,634       $     42,359
                                                                       ------------         ------------        -----------
Other comprehensive income

Unrealized appreciation (depreciation) of
  investments - net of reclassification
  adjustments                                                              (374,203)              10,860             79,497
 Changes due to deferred income tax benefit
       (expense) on changes                                                 130,971               (3,801)          (27,821)
                                                                        -----------        -------------         ---------

  Other comprehensive income                                               (243,232)               7,059            51,676
                                                                         ----------        --------------        ---------

 Comprehensive income                                                   $  (195,845)        $     61,693        $   94,035
                                                                         ==========-         ===========         =========
</TABLE>



















                 See accompanying notes to financial statements.
<PAGE>


                           AIG LIFE INSURANCE COMPANY
                          NOTES TO FINANCIAL STATEMENTS

1.   Summary of Significant Accounting Policies

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

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

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

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

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

          Mortgage loans on real estate are carried at unpaid principal  balance
          less unamortized loan origination fees and costs less an allowance for
          uncollectible  loans.   Interest  income  on  such  loans  is  accrued
          currently.
<PAGE>

1.   Summary    of    Significant     Accounting    Policies    -    (continued)

     (b)  Investments: (continued)

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

          Policy loans are carried at the aggregate unpaid principal balance.

          Other invested assets consist primarily of limited partnerships, which
          are recorded  using either the cost or the equity method  depending on
          the  type  of  partnership   and  the  Company's   related   ownership
          percentage.

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

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

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

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

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

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

1. Summary of Significant Accounting Policies - (continued)

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

     (h)  Accounting Standards:

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

          FASB 130 establishes standards for reporting  comprehensive income and
          its components in a full set of general purpose financial  statements.
          FASB 130 was effective for the Company as of January 1, 1998.

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

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

          In June 1998, FASB issued Statement of Financial  Accounting Standards
          No. 133 "Accounting for Derivative Instruments and Hedging Activities"
          (FASB 133).  This  statement  requires  the Company to  recognize  all
          derivatives  in  the   consolidated   balance  sheet  measuring  these
          derivatives at fair value.  The  recognition of the change in the fair
          value of a derivative  depends on a number of factors,  including  the
          intended use of the derivative.  The Company  believes that the impact
          of FASB 133 on its  results  of  operations,  financial  condition  or
          liquidity will not be significant.  FASB 133 is effective for the year
          commencing January 1, 2001.

          In December 1997, the Accounting  Standards Executive Committee of the
          American  Institute of Certified  Public  Accountants  (AcSEC)  issued
          Statement of Position  (SOP) 97-3,  "Accounting by Insurance and Other
          Enterprises  for   Insurance-Related   Assessments."   This  statement
          provides   guidance   for   the   recording   of   a   liability   for
          insurance-related assessments. The statement requires that a liability
          be recognized in certain  defined  circumstances.  This  statement was
          effective for the year commencing January 1, 1999 and has been adopted
          herein.  SOP 97-3  did not have a  material  impact  on the  Company's
          results of operations, financial condition or liquidity.
<PAGE>

1.   Summary    of    Significant     Accounting    Policies    -    (continued)

     (h)  Accounting Standards - (continued):

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

2.   Investment Information

     (a)  Statutory Deposits: Securities with a carrying value of $2,540,000 and
          $2,448,000  were  deposited  by  the  Company  under  requirements  of
          regulatory authorities as of December 31, 1999 and 1998, respectively.

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

<TABLE>


                                                                                        Years ended  December 31,

                                                                                1999            1998              1997

<S>                                                                           <C>               <C>              <C>
        Fixed maturities                                                      $330,806          $284,267         $200,097
        Equity securities                                                        1,670               622               58
        Mortgage loans                                                          37,255            36,464           28,714
        Real estate                                                              2,253             2,406            2,254
        Policy loans                                                            55,832           120,927          148,555
        Cash and short-term investments                                          7,349             9,346            3,582
          Other invested assets                                                 15,141             8,015            2,380
                                                                             ---------         ---------        ---------
                  Total investment income                                      450,306           462,047          385,640
        Investment expenses                                                      6,443             4,899            3,772
                                                                             ---------         ---------        ---------

                  Net investment income                                       $443,863          $457,148         $381,868
                                                                               =======           =======          =======
</TABLE>


2.   Investment Information - (continued)

     (c)  Investment  Gains and Losses:  The net realized capital gains (losses)
          and change in unrealized  appreciation  (depreciation)  of investments
          for 1999,  1998 and 1997 are summarized  below (in  thousands):
<TABLE>

                                                                                        Years ended December 31,

                                                                                 1999              1998             1997
                                                                             ----------           -------          ------

    Realized (losses) gains on investments:
<S>                                                                          <C>            <C>             <C>
        Fixed maturities                                                     $ (11,100)     $          -    $          -
        Equity securities                                                           86                84            1,975
        Mortgage loans                                                               -            (2,000)          (5,000)
        Real estate                                                                  -             1,561                -
        Other invested assets                                                     (226)               21                -
                                                                           -----------         ---------     ------------
        Realized losses                                                      $ (11,240)         $   (334)       $  (3,025)
                                                                              ========           =======         =========

    Change in unrealized appreciation (depreciation) of investments:

          Fixed maturities                                                   $(344,180)         $( 1,131)        $ 77,422

        Equity securities                                                       (2,673)            1,203             (626)
          Other invested assets                                                (27,350)           10,788            2,701
                                                                             ----------          -------        ---------
        Change in unrealized appreciation
        (depreciation) of investments                                        $(374,203)          $10,860         $ 79,497
                                                                              -========           ======          =======
</TABLE>


          Proceeds from the sale of investments in fixed maturities during 1999,
          1998  and  1997  were  $564,697,000,  $282,756,000,  and  $23,816,000,
          respectively.

          During 1999,  1998 and 1997,  gross gains of  $8,603,000,  $0, and $0,
          respectively,   and  gross   losses  of   $19,703,000,   $0,  and  $0,
          respectively,   were  realized  on   dispositions  of  fixed  maturity
          investments.

          During  1999,  1998 and 1997,  gross  gains of $87,000,  $84,000,  and
          $1,975,000,  respectively,  and gross  losses of  $1,000,  $0, and $0,
          respectively, were realized on disposition of equity securities.

     (d)  Market  Value of  Fixed  Maturities  and  Unrealized  Appreciation  of
          Investments: At December 31, 1999 and 1998, unrealized appreciation of
          investments in equity  securities  (before  applicable taxes) included
          gross  gains  of  $3,635,000   and  $2,854,000  and  gross  losses  of
          $3,711,000 and $257,000, respectively.

          The amortized cost and estimated market values of investments in fixed
          maturities   at  December  31,  1999  and  1998  are  as  follows  (in
          thousands):
<TABLE>



                                                                               Gross            Gross        Estimated
        1999                                               Amortized        Unrealized       Unrealized       Market
        ----                                                 Cost              Gains           Losses         Value
                                                           --------         ----------       ----------      ---------
<S>                                                    <C>              <C>             <C>               <C>
          Fixed maturities:

          U.S. Government and government
              agencies and authorities                 $     54,114     $      10,611   $         549     $    64,176
          States, municipalities and

              political subdivisions                        298,831             8,474           2,777         304,528
          Foreign governments                                20,242               947             109          21,080
          All other corporate                             4,516,835            30,080         233,820       4,313,095
                                                          ---------       -----------        --------       ---------

        Total fixed maturities                           $4,890,022      $     50,112      $  237,255      $4,702,879
                                                          =========       ===========        ========       =========
</TABLE>
<PAGE>


2.  Investment Information - (continued)
    -----------------------------------
<TABLE>



                                                                               Gross            Gross        Estimated
        1998                                               Amortized        Unrealized       Unrealized       Market
        ----                                                 Cost              Gains           Losses         Value
                                                           --------         ----------       ----------      ---------
<S>                                                    <C>              <C>             <C>               <C>

        Fixed maturities:

          U.S. Government and government
              agencies and authorities                 $     50,617     $      19,220   $          10     $    69,827
          States, municipalities and

              political subdivisions                        370,790            23,962           4,961         389,791
          Foreign governments                                30,431             7,201               -          37,632
          All other corporate                             3,629,170           156,316          44,691       3,740,795
                                                          ---------        ----------       ---------       ---------

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

     The  amortized  cost  and  estimated  market  value  of  fixed  maturities,
     available for sale at December 31, 1999, by contractual maturity, are shown
     below (in  thousands).  Actual  maturities  could  differ from  contractual
     maturities  because certain  borrowers may have the right to call or prepay
     obligations with or without call or prepayment penalties.

<TABLE>



                                                                                                           Estimated
                                                                               Amortized                    Market
                                                                                 Cost                       Value
                                                                               --------                    ---------
<S>                                                                           <C>                        <C>

        Due in one year or less                                                $   320,364                $   310,060
        Due after one year through five years                                    1,431,252                  1,385,475
        Due after five years through ten years                                   1,788,798                  1,708,343
        Due after ten years                                                      1,349,608                  1,299,001
                                                                                ----------                  ---------

                                                                               $ 4,890,022                 $4,702,879
                                                                                 =========                  =========
</TABLE>

     (e)  CMOs: CMOs are U.S. Government and Government agency backed and triple
          A-rated  securities.  CMOs  are  included  in  other  corporate  fixed
          maturities. At December 31, 1999 and 1998, the market value of the CMO
          portfolio  was  $577,112,000  and  $522,844,000,   respectively;   the
          estimated  amortized cost was  approximately  $586,925,000 in 1999 and
          $504,077,000   in  1998.   The  Company's  CMO  portfolio  is  readily
          marketable.  There  were no  derivative  (high  risk)  CMO  securities
          contained in the portfolio at December 31, 1999 and 1998.

     (f)  Fixed  Maturities  Below  Investment  Grade:  At December 31, 1999 and
          1998,  the  fixed  maturities  held by the  Company  that  were  below
          investment  grade had an aggregate  amortized cost of $368,018,000 and
          $344,609,000,   respectively,   and  an  aggregate   market  value  of
          $326,989,000 and $327,217,000, respectively.

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

<PAGE>


2.  Investment Information - (continued)

     (h)  Investments  Greater than 10% Equity:  The market value of investments
          in the following companies exceeded 10% of the Company's total capital
          funds at December 31, 1999 (in thousands):

        Bankers Trust                                                 $  35,126
        Camden Property                                                  38,782
        Countrywide                                                      39,621
        Fort James                                                       36,202
        GMAC                                                             34,375
        Lehman Brothers                                                  35,698
        Morgan Stanley Capital                                           37,532
        Morgan Stanley Group                                             40,665
        RFCO                                                             33,501
        Simon Debartolo                                                  41,138
        Tower Funding                                                    49,489

        Other Invested Assets:
        Equity Linked Investors II, L.P.                              $  36,852

3.  Deferred Policy Acquisition Costs

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

                                                                                   Years  ended   December 31,

                                                                            1999             1998               1997
                                                                         ----------        ------             -------


<S>                                                                       <C>              <C>                <C>
        Balance at beginning of year                                      $167,840         $118,535           $84,287
        Acquisition costs deferred                                          73,097           71,430            50,927
        Amortization charged to income                                     (20,265)         (22,125)          (16,679)
                                                                          --------         --------          --------
        Balance at end of year                                            $220,672         $167,840          $118,535
                                                                           =======          =======           =======
</TABLE>

4.   Future Policy Benefits and Policyholders' Funds on Deposit

     (a)  The analysis of the future policy benefits and policyholders' funds on
          deposit at December 31, 1999 and 1998 follows (in thousands):
<TABLE>

                                                                                    1999                       1998
<S>                                                                            <C>                       <C>
        Future Policy Benefits:
        Long duration contracts                                                $ 1,255,606               $    987,503
        Short duration contracts                                                    28,962                     14,741
                                                                               -----------               ------------
                                                                               $ 1,284,568                $ 1,002,244
                                                                                 =========                  =========

        Policyholders' funds on deposit:
        Annuities                                                              $ 1,598,685                $ 1,385,203
        Universal life                                                             212,907                    184,460
        Guaranteed investment contracts (GICs)                                     976,517                    669,035
        Corporate owned life insurance                                           1,816,969                  2,229,843
           Other investment contracts                                                7,285                      4,313
                                                                              ------------               ------------

                                                                                $ 4,612,363                 $ 4,472,854
                                                                                  =========                   =========
</TABLE>
<PAGE>


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

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

     (i)  Interest rates (exclusive of  immediate/terminal  funding  annuities),
          which vary by year of issuance and products, range from 3.0 percent to
          10.0   percent   within  the  first  20  years.   Interest   rates  on
          immediate/terminal  funding  annuities are at a maximum of 7.6 percent
          and grade to not greater than 7.5 percent.

     (ii) Mortality  and  surrender  rates  are  based  upon  actual  experience
          modified to allow for variations in policy form. The weighted  average
          lapse rate, including surrenders, for individual life approximated 7.4
          percent.

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

     (i)  Interest rates credited on deferred annuities vary by year of issuance
          and range from 3.0  percent to 7.5  percent.  Credited  interest  rate
          guarantees are generally for a period of one year.  Withdrawal charges
          generally  range from 3.0 percent to 10.0 percent grading to zero over
          a period of 5 to 10 years.

     (ii) GICs have market value  withdrawal  provisions for any funds withdrawn
          other  than  benefit  responsive  payments.  Interest  rates  credited
          generally  range from 4.9 percent to 8.1 percent and maturities  range
          from 3 to 7 years.

     (iii)Interest  rates  on   corporate-owned   life  insurance  business  are
          guaranteed  at 4.0 percent and the weighted  average rate  credited in
          1999 was 6.7 percent.

     (iv) The universal life funds,  exclusive of corporate-owned life insurance
          business,  have credited  interest rates of 5.4 percent to 7.1 percent
          and  guarantees  ranging from 3.5 percent to 5.5 percent  depending on
          the year of issue.  Additionally,  universal life funds are subject to
          surrender  charges that amount to 11.0 percent of the fund balance and
          grade to zero over a period not longer than 20 years.
<PAGE>

5.  Income Taxes

     (a)  The Federal income tax rate  applicable to ordinary  income is 35% for
          1999,  1998 and 1997.  Actual tax  expense on income  from  operations
          differs from the  "expected"  amount  computed by applying the Federal
          income  tax  rate  because  of  the  following  (in  thousands  except
          percentages):
<TABLE>

                                                                  Years ended December 31,


                                                 1999                         1998                        1997
                                         -----------------------         ----------------            --------------

                                               Percent                      Percent                     Percent
                                                 of                            of                          of
                                               pre-tax                      pre-tax                     pre-tax
                                             operating                     operating                   operating

                                         Amount         Income            Amount    Income           Amount     Income
<S>                                        <C>            <C>           <C>          <C>           <C>           <C>
        "Expected" income tax
             expense                       $ 25,732       35.0%         $ 30,183     35.0%         $ 23,279      35.0%
        Prior year federal
             income tax benefit                 109         0.1              268      0.3                (6)        -
          State income tax                      198        0.3               599      0.7               673       1.0
        Other                                  (100)      (0.1)              388      0.5                77       0.1
                                           --------     ------         ---------    -----        ----------     -----
        Actual income tax expense           $25,939       35.3%         $ 31,438     36.5%         $ 24,023      36.1%
                                             ======     ======           =======     ====           =======      ====
</TABLE>

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

                                                                                   Years ended December 31,

                                                                                1999                     1998
<S>                                                                         <C>                     <C>
    Deferred tax assets:
        Adjustment to life policy reserves                                  $   74,579              $    59,903
        Unrealized depreciation of investments                                  65,527                        -
        Adjustments to mortgage loans and
              investment income due and accrued                                  5,009                    4,913
        Adjustment to policy and contract claims                                 1,959                    5,456
        Other                                                                    2,521                    2,406
                                                                            ----------                ---------
                                                                               149,595                   72,678
                                                                              --------                 --------
    Deferred tax liabilities:
        Deferred policy acquisition costs                                   $   74,247              $    55,308
        Unrealized appreciation on investments                                       -                   65,445
        Fixed maturities discount                                                7,744                    4,911
        Other                                                                    4,036                    3,533
                                                                            ----------              -----------
                                                                                86,027                  129,197
                                                                             ---------                ---------

        Net deferred tax (asset) liability                                  $  (63,568)              $   56,519
                                                                             =========                =========
</TABLE>

     (c)  At December 31, 1999,  accumulated earnings of the Company for Federal
          income   tax   purposes    include    approximately    $2,204,000   of
          "Policyholders'  Surplus" as defined under the Code.  Under provisions
          of the Code, "Policyholders' Surplus" has not been currently taxed but
          would be taxed at current rates if distributed to the Parent. There is
          no present intention to make cash distributions  from  "Policyholders'
          Surplus" and accordingly, no provision has been made for taxes on this
          amount.

     (d)  Income taxes paid in 1999,  1998,  and 1997  amounted to  $20,156,000,
          $21,184,000, and $20,311,000, respectively.
<PAGE>

6.   Commitments and Contingencies

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

          During 1997,  the Company  entered into a partnership  agreement  with
          Private  Equity  Investors  III,  L.P. As of December  31,  1999,  the
          Company's  unused  capital  commitment was  $5,086,000.  Contributions
          totaling $19,872,000 have been made through December 31, 1999.

          During 1998,  the Company  entered into a partnership  agreement  with
          Sankaty High Yield Asset  Partners,  L.P. The  agreement  requires the
          Company   to   make   capital   contributions   totaling   $2,500,000.
          Contributions  totaling $2,250,000 have been made through December 31,
          1999.

          During 1999, the Company entered into a partnership  agreement with G2
          Opportunity  Fund,  L.P.  The  agreement  requires the Company to make
          capital  contributions  totaling $12,500,000.  Contributions  totaling
          $11,515,000 have been made through December 31, 1999.

          During 1999, the Company entered into a partnership agreement with CVC
          Capital  Funding  LLC.  The  agreement  requires  the  Company to make
          capital contributions totaling $10,000,000. No contributions have been
          made as of December 31, 1999.

          During 1999,  the Company  entered into a partnership  agreement  with
          Private Equity Investors,  IV L.P. The agreement  requires the Company
          to make capital contributions  totaling $73,000,000.  No contributions
          have been made as of December 31, 1999.

7.   Fair Value of Financial Instruments

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

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

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

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

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

7.   Fair Value of Financial Instruments - (continued)

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

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

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

        1999                                        Fair               Carrying
                                                    Value               Amount


        Cash and short-term investments        $    222,763         $    222,763
        Fixed maturities                          4,702,879            4,702,879
        Equity securities                            51,610               51,610
        Mortgage and policy loans                   994,825              989,068

        Policyholders' funds on deposit         $ 4,627,170          $ 4,612,363


        1998                                        Fair               Carrying
                                                    Value                Amount

        Cash and short-term investments        $    168,492         $    168,492
        Fixed maturities                          4,238,045            4,238,045
        Equity securities                            21,748               21,748
        Mortgage and policy loans                 1,500,447            1,479,311

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

8.   Capital Funds

     (a)  The  maximum  stockholder  dividend  which can be paid  without  prior
          regulatory  approval is subject to restrictions  relating to statutory
          surplus and statutory  net gain from  operations.  These  restrictions
          limited payment of dividends to $29,805,000 during 1999,  however,  no
          dividends were paid during the year.

     (b)  The Company's capital funds as determined in accordance with statutory
          accounting  practices  was  $298,955,000  at  December  31,  1999  and
          $298,047,000  at December 31, 1998.  Statutory net income  amounted to
          $23,517,000,  $28,789,000  and  $35,350,000  for 1999,  1998 and 1997,
          respectively.

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

     (d)  Statement of Accounting Standards No. 130 "Comprehensive Income" (FASB
          130) was adopted by the Company  effective  January 1, 1998.  FASB 130
          establishes  standards  for  reporting  comprehensive  income  and its
          components as part of capital funds. The reclassification  adjustments
          with  respect to available  for sale  securities  were  $(11,240,000),
          $(334,000)  and  $(3,025,000)  for December  31, 1999,  1998 and 1997,
          respectively.
<PAGE>

9.   Employee Benefits

     (a)  The  Company   participates   with  its  affiliates  in  a  qualified,
          non-contributory,  defined  benefit pension plan which is administered
          by the Parent.  All  qualified  employees who have attained age 21 and
          completed  twelve  months  of  continuous   service  are  eligible  to
          participate  in this plan. An employee with 5 or more years of service
          is entitled to pension benefits beginning at normal retirement age 65.
          Benefits are based upon a  percentage  of average  final  compensation
          multiplied  by  years  of  credited  service  limited  to 44  years of
          credited service. The average final compensation is subject to certain
          limitations.  Annual funding  requirements are determined based on the
          "projected  unit  credit"  cost  method  which  attributes  a pro rata
          portion of the total projected benefit payable at normal retirement to
          each year of credited  service.  Pension  expense for current  service
          costs,  retirement  and  termination  benefits  for  the  years  ended
          December 31, 1999, 1998 and 1997 were approximately $89,000, $272,000,
          and  $373,000,  respectively.  The  Parent's  plans do not  separately
          identify projected benefit obligations and plan assets attributable to
          employees  of   participating   affiliates.   The  projected   benefit
          obligations   exceeded  the  plan  assets  at  December  31,  1999  by
          $36,000,000.

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

     (b)  The  Parent  also  sponsors  a  voluntary  savings  plan for  domestic
          employees  (a  401(k)  plan),  which,  during  the three  years  ended
          December 31,  1999,  provided for salary  reduction  contributions  by
          employees and matching  contributions by the Parent of up to 6 percent
          of annual salary depending on the employees' years of service.

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

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

10.  Leases

    (a) The  Company  occupies  leased  space in many  locations  under  various
        long-term  leases and has  entered  into  various  leases  covering  the
        long-term use of data  processing  equipment.  At December 31, 1999, the
        future minimum lease payments under operating leases were as follows (in
        thousands):

                 Year                                         Payment

                 2000                                        $  4,714
                 2001                                           4,250
                 2002                                           3,773
                 2003                                           3,451
                 2004                                           1,831
        Remaining years after 2004                                  -
                                                              -------

                 Total                                        $18,019
                                                              =======

     Rent expense approximated  $4,983,000,  $4,450,000,  and $3,881,000 for the
     years ended December 31, 1999, 1998 and 1997, respectively.

11.  Reinsurance

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

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


<TABLE>

    December 31, 1999
                                                                                                               Percentage
                                                                                                                of Amount
                                                                                                                 Assumed
                                           Gross             Ceded             Assumed            Net             to Net


<S>                                       <C>                <C>              <C>              <C>                  <C>
      Life Insurance in Force             $55,097,927        $19,275,199      $ 850,313        $36,673,041          2.3%
                                           =============      ==========       ========         ==========

        Premiums:
          Life                                241,419             52,217          2,449            191,651          1.3%
          Accident and Health                 210,592            112,162        171,794            270,224         63.6%
          Annuity                             251,045                  -              -            251,045            -
                                         ------------      -----------------  --------------    ----------

        Total Premiums                  $     703,056       $    164,379      $ 174,243      $     712,920         24.4%
                                         ============        ===========       ========       ============

</TABLE>
<PAGE>

11.  Reinsurance - (continued)


<TABLE>

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


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

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

        Total Premiums                  $     608,812       $    136,748      $ 144,900      $     616,964         23.5%
                                         ============        ===========       ========       ============
</TABLE>
<TABLE>

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


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

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

        Total Premiums                  $     446,588       $    126,900      $ 117,962      $     437,650         27.0%
                                         ============        ===========       ========       ============
</TABLE>

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

     (c)  Reinsurance  recoveries,  which  reduced  death  and  other  benefits,
          approximated    $147,882,000,    $111,580,000,    and    $100,029,000,
          respectively,  for each of the years ended December 31, 1999, 1998 and
          1997.

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

12.  Transactions with Related Parties

     (a)  The  Company  is  party to  several  reinsurance  agreements  with its
          affiliates  covering  certain life and  accident and health  insurance
          risks.  Premium  income  and  commission  ceded for 1999  amounted  to
          $1,194,000  and $1,000,  respectively.  Premium  income and commission
          ceded  for 1998  amounted  to  $1,237,000  and  $1,000,  respectively.
          Premium  income  and  commission  ceded  to  affiliates   amounted  to
          $1,251,000  and $1,000 for the year ended  December 31, 1997.  Premium
          income  and  ceding   commission   expense   assumed  from  affiliates
          aggregated  $158,579,000  and  $31,710,000,  respectively,  for  1999,
          compared to $131,771,000 and $31,584,000,  respectively, for 1998, and
          $110,529,000 and $24,853,000, respectively for 1997.
<PAGE>

12.  Transactions with Related Parties - (continued)

     (b)  The  Company  is party to several  cost  sharing  agreements  with its
          affiliates.  Generally, these agreements provide for the allocation of
          costs upon either the specific  identification basis or a proportional
          cost allocation basis which management believes to be reasonable.  For
          the years ended  December  31,  1999,  1998 and 1997,  the Company was
          charged $38,845,000,  $40,417,000 and $37,846,000,  respectively,  for
          expenses attributed to the Company but incurred by affiliates.  During
          the same period, the Company received  reimbursements  from affiliates
          aggregating  $20,604,000,  $23,132,000 and $18,134,000,  respectively,
          for costs incurred by the Company but attributable to affiliates.

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




<PAGE>


                                     PART C
                                OTHER INFORMATION

Item 24.      Financial Statements and Exhibits.

(a)      Financial Statements

         Audited  statements  of AIG Life  Insurance  Company for the year ended
         December  31,  1999,  are  included  in  Part  B  of  the  registration
         statement.

(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) *****

          (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 (filed electronically herewith)

          (10)(a) Consent of Jorden Burt Boros Cicchetti  Berenson & Johnson LLP
               (filed electronically herewith)

          (b)  Consent  of   Independent   Accountants   (filed   electronically
               herewith)

          (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,  Assistant 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 31st 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 31, 2000
-------------------           President, Director
Michele L. Abruzzo

Paul S. Bell*                 Chief Actuary, Senior           May 31, 2000
-------------                 Vice President, Director
Paul S. Bell

M.R. Greenberg*               Director                        May 31, 2000
---------------
M.R. Greenberg

Edward. E. Matthews*          Senior Vice President,          May 31, 2000
--------------------          Director
Edward E. Matthews

Jerome T. Muldowney*          Senior Vice President,          May 31, 2000
-------------------           Director
Jerome T. Muldowney

Robinson Kendall Nottingham*  Chairman of the Board           May 31, 2000
----------------------------  of Directors, Director
Robinson Kendall Nottingham

Nicholas A. O'Kulich*         Vice Chairman, Treasurer,       May 31, 2000
---------------------         Director
Nicholas A. O'Kulich

Howard I. Smith*              Director                        May 31, 2000
----------------
Howard I. Smith

Edmund Sze-Wing Tse*          Director                        May 31, 2000
--------------------
Edmund Sze-Wing Tse

Elizabeth M. Tuck             Secretary                       May 31, 2000
-----------------
Elizabeth M. Tuck

Gerald W. Wyndorf*            Director                        May 31, 2000
------------------
Gerald W. Wyndorf

*By: /s/ Kenneth D. Walma

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




<PAGE>


                                INDEX TO EXHIBITS

9.       Opinion and Consent of Counsel

10.(a)   Consent of Jorden Burt Boros Cicchetti Berenson & Johnson LLP

10.(b)   Consent of Independent Accountants




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