VARIABLE ACCOUNT I OF AIG LIFE INS CO
485BPOS, 2000-04-28
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       As Filed With The Securities and Exchange Commission on April 28, 2000

                                                             File Nos. 33-39171
                                                                       811-5301

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

         Pre-Effective Amendment No.                          [   ]
         Post-Effective Amendment No.                         [15]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

         Amendment No.                                        [33]

                        (Check appropriate box or boxes.)

                               VARIABLE ACCOUNT I
                           (Exact Name of Registrant)

                           AIG Life Insurance Company
                               (Name of Depositor)

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

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

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

<PAGE>


Copies to:

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

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

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

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

 X  on May 1, 2000 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 Variable Annuity
Contract.




<PAGE>


                                     PART A


<PAGE>

                                   PROSPECTUS

                            OVATION 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 & 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 May 1, 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.

                                   May 1, 2000


<PAGE>


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

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

DEFINITIONS

FEE TABLES

CONDENSED FINANCIAL INFORMATION

THE CONTRACT

INVESTMENT OPTIONS

CHARGES AND DEDUCTIONS

ACCESS TO YOUR MONEY

ANNUITY PAYMENTS

DEATH BENEFIT

PERFORMANCE

TAXES

OTHER INFORMATION

FINANCIAL STATEMENTS

APPENDIX - CONDENSED FINANCIAL INFORMATION

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION


<PAGE>



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

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

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

Administrative  Office  -  The  Annuity  Service  Office,  c/o  Delaware  Valley
Financial Services, Inc., 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

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

Transfer Fee

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

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

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



<PAGE>
<TABLE>



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

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

<S>                                                           <C>             <C>              <C>
Alliance Variable Products Series Fund, Inc.
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:
<TABLE>

                                                         If you surrender after:

                                                         1 Year    3 Years    5 Years      10 Years

Alliance Variable Products Series Fund, Inc.

<S>                                                       <C>       <C>         <C>            <C>
Global Bond Portfolio                                     $78       $119        $162           $270
Global Dollar Government Portfolio                         78        120         165            275
Growth Portfolio                                           77        117         159            264
Growth & Income Portfolio                                  76        113         152            250
High-Yield Portfolio                                       78        120         165            275
International Portfolio                                    78        120         165            275
Money Market Portfolio                                     75        111         149            243
North American Government Income Portfolio                 78        120         165            275
Premier  Growth  Portfolio                                 79        123         170            285
Quasar Portfolio                                           78        120         165            275
Real Estate Investment Portfolio                           78        120         165            275
Technology   Portfolio                                     78        120         165            275
Total Return Portfolio                                     78        117         160            266
U.S. Government/High Grade Securities Portfolio            77        117         160            266
Utility Income Portfolio                                   78        120         165            275
Worldwide Privatization  Portfolio                         78        120         165            275

</TABLE>


<PAGE>
<TABLE>



                                  If  you  annuitize  or do not surrender after:

                                                          1 Year     3 Years      5 Years      10 Years

Alliance Variable Products Series Fund, Inc.
<S>                                                        <C>       <C>        <C>            <C>
Global Bond Portfolio                                      24        $74        $126           $270
Global Dollar Government Portfolio                         24         75         129            275
Growth Portfolio                                           23         72         123            264
Growth & Income Portfolio                                  22         68         116            250
High-Yield Portfolio                                       24         75         129            275
International Portfolio                                    24         75         129            275
Money Market Portfolio                                     21         66         113            243
North American Government Income Portfolio                 24         75         129            275
Premier  Growth  Portfolio                                 25         78         134            285
Quasar Portfolio                                           24         75         129            275
Real Estate Investment Portfolio                           24         75         129            275
Technology Portfolio                                       24         75         129            275
Total Return Portfolio                                     24         72         124            266
U.S. Government/High Grade Securities Portfolio            24         72         124            266
Utility Income Portfolio                                   24         75         129            275
Worldwide Privatization  Portfolio                         24         75         129            275
</TABLE>

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


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

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

Historical accumulation unit values are contained in the appendix.


<PAGE>


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

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

General Description

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

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

The  contract  also has a fixed  investment  option  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
$2,000.  You may add premium  payments of $1,000 or more to your contract at any
time during the accumulation phase. You can pay scheduled  subsequent premium of
$100 or more per month by enrolling in an automatic investment plan.

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

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 a $10 transfer fee for each  transfer  over twelve in a Contract  Year.
Transfers  as a result of dollar cost  averaging  or asset  rebalancing  are not
counted against your twelve free transfers.

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

We will accept  transfers by telephone from you, your  representative  or anyone
else  designated  by you.  Neither we nor the 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.

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

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

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

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

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

Asset Rebalancing

Once your 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.


<PAGE>



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

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

Variable Investment Options

Variable Account I

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

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

Alliance Variable Products Series Fund, Inc.

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

Global Dollar  Government  Portfolio - seeks a high level of current income and,
secondarily, capital appreciation.

Growth Portfolio - seeks to provide long-term growth of capital.  Current income
is incidental to the portfolio's objective.

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

High-Yield Portfolio - seeks to earn the highest level of current income without
assuming  undue risk by  investing  principally  in  high-yielding  fixed income
securities  rated Baa or lower by Moody's or BBB or lower by S&P,  Duff & Phelps
or Fitch or, if unrated, of comparable quality.

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

Money Market  Portfolio - seeks safety of  principal,  excellent  liquidity  and
maximum current income to the extent consistent with the first two objectives.

North American  Government Income Portfolio - seeks the highest level of current
income,  consistent with what Alliance  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  or  Mexico,  their  political
subdivisions  (including Canadian Provinces,  but excluding states of the United
States), agencies, instrumentalities or authorities.

Premier  Growth  Portfolio  - seeks  growth of  capital by  pursuing  aggressive
investment  policies.  Quasar  Portfolio  - seeks  growth of capital by pursuing
aggressive investment policies.  Current income is incidental to the portfolio's
objective.

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

Technology Portfolio - seeks growth of capital.  Current income is incidental to
the portfolio's objective.

Total Return Portfolio - seeks to achieve a high return through a combination of
current income and capital appreciation.

U.S.  Government/High  Grade  Securities  Portfolio - seeks high current  income
consistent with preservation of capital.

Utility  Income  Portfolio - seeks current  income and capital  appreciation  by
investing  primarily in equity and  fixed-income  securities of companies in the
utilities industry.

Worldwide Privatization Portfolio - seeks long-term capital appreciation.

Alliance Capital Management L.P. may compensate us for providing  administration
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 in the  guaranteed
account with  interest on a daily basis at the  guaranteed  rate then in effect.
The rate of interest to be credited to the 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,
and the charges for the optional death benefits that are described  under "Death
Benefit."

Mortality and Expense Risk Charge

The mortality and expense risk charge is equal,  on an annual basis, to 1.25% of
the daily value of the variable  portion of your contract.  We will not increase
this  charge.  It  compensates  us for 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

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

Optional Death Benefit Charges

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

Equity Assurance Plan

         Owner's Attained Age              Annual Charge

                  0-59                           0.07%
                  60+                            0.20%

Annual Ratchet Plan                              0.10%

Accidental Death Benefit                         0.05%

Surrender Charge

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


Premium Year         1     2     3    4     5     6     7        Thereafter

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

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

     (1)  the Contract Value less premium paid, or

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

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

Contract Maintenance Fee

During the accumulation phase, we will deduct a contract  maintenance fee of $30
from your contract to each Contract Anniversary.  We will not increase this fee.
It  compensates  us for the  expenses  incurred to establish  and maintain  your
contract.  If you  surrender  the entire  value of your  contract,  the contract
maintenance fee will be deducted prior to the surrender.

We do not deduct the contract  maintenance fee if your Contract Value is $50,000
or more when the deduction is to be made.

Premium Taxes

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

Income Taxes

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

Fund Expenses

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

Reduction or Elimination of Certain Charges and Additional Amounts Credited

We may reduce or eliminate the surrender charge or the administrative  charge or
change the minimum  premium  requirement  when the contract is sold to groups of
individuals  under  circumstances  which  reduce  our  sales  expenses.  We 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 to be relevant in determining
          whether reduced sales expenses may be expected.

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


<PAGE>


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

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

Generally

Contract Value is available in the following ways:

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

o    by receiving annuity payments during the income phase;

o    when a death benefit is paid to your beneficiary.

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

To make a surrender you must send a complete and detailed written request to our
Administrative  Office.  We will  calculate  your  surrender  as of the close of
business of the NYSE at the value next determined after we receive your request.
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. In order to initiate the program,  your Contract
Value  must  be at  least  $24,000.  A  maximum  of 10% of your  premium  may be
withdrawn in a Contract Year.

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

Systematic  withdrawals  will  begin  on the  first  scheduled  withdrawal  date
selected by you following  the date we process your  request.  In the event that
your  value in a  specified  portfolio  or the  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.  We make  annuity  payments  on a  monthly,  quarterly,
semiannual or annual basis.

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

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

Annuity Options

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

Option 1 - Life Income

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

Option 2 - Life Annuity with 10 Years Guaranteed

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

Option 3 - Joint and Last Survivor Income

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

Variable Annuity Payments

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

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

     o    the 5%  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.


<PAGE>


===================================================================
                                  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.  If you select both the annual
ratchet  plan and the  equity  assurance  plan,  the death  benefit  will be the
greatest of the  traditional  death  benefit,  the annual  ratchet  plan, or the
equity assurance plan. The accidental death benefit, if applicable, will be paid
in addition to any other benefit. All death benefit options may not be available
in all states.

Traditional Death Benefit

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

     (1)  the Contract Value;

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

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

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

Optional Death Benefits

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

     (1)  the Contract Value;

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

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

The annual ratchet plan will be in effect if:

     (1)  you select it on the application; and

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

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

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

     (1)  the Contract Value;

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

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

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

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

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

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

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

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

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

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

In determining the death benefit,  for each surrender a proportionate  reduction
will be made to each  premium paid prior to the  surrender.  The  proportion  is
determined  by dividing  the amount of the  Contract  Value  surrendered  by the
Contract Value immediately prior to the surrender.

The Equity Assurance Plan will be in effect if:

     (1)  you select it on the application;

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

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

Accidental Death Benefit

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

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

     (2)  $250,000.

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

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

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

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

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

     o    declared or undeclared war or any act thereof; or

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

The accidental death benefit will be in effect if:

     (1)  you select it on the Application; and

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

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

Payment to Beneficiary

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

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

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

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.


<PAGE>


Death of Owner After the Annuity Date

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

Death of Annuitant

Before the Annuity Date

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

After the Annuity Date

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

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

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

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

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

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

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

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

Performance information for a portfolio may be compared to:

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

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

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

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

================================================================
                                      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:

C        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;

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

C        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.

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

C        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.


<PAGE>


Individual Retirement Annuities

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

Roth IRAs

Code Section 408A provides special rules for "Roth IRAs." The basic  distinction
between a Roth IRA and a 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.


<PAGE>


Rollovers

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

Diversification and Investor Control

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

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

Withholding

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

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

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 that you will have a right to cast will be
determined as of the record date established by each portfolio.

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

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

Administration of the Contract

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

Legal Proceedings

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

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

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

Consolidated  balance sheets of AIG Life  Insurance  Company and of the variable
account are included in the SAI, which may be obtained without charge by calling
(800) 255-8402 or writing to AIG Life  Insurance  Company,  Attention:  Variable
Products,  One Alico  Plaza,  600 King Street,  Wilmington,  Delaware  19801.  A
complete set of financial statements of the company and the variable account has
been filed  electronically  with the SEC and can be obtained through its website
at http://www.sec.gov.


<PAGE>

================================================================================
                                    APPENDIX
================================================================================
                         CONDENSED FINANCIAL INFORMATION
                            ACCUMULATION UNIT VALUES*
          (for an accumulation unit outstanding throughout the period)
<TABLE>
                                                         1999                 1998            1997          1996          1995
                                                 -------------------------------------------------------------------------------
<S>                                                        <C>                 <C>            <C>          <C>          <C>
ALLIANCE VARIABLE PRODUCTS SERIES FUND
GLOBAL BOND PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                           14.79               13.14          13.24        12.64        10.28
             End of Period                                 13.69               14.79          13.14        13.24        12.64
      Accum Units o/s @ end of period                 607,165.47          643,678.64     708,242.42   579,082.99   213,886.71
GLOBAL DOLLAR GOVERNMENT PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                           12.55               16.25          14.56        11.82         9.74
             End of Period                                 15.60               12.55          16.25        14.56        11.82
      Accum Units o/s @ end of period                 532,628.44          636,568.44     714,986.09   469,801.08   238,452.60
GROWTH PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                           28.81               22.70          17.70        13.97        10.48
             End of Period                                 38.20               28.81          22.70        17.70        13.97
      Accum Units o/s @ end of period               9,548,163.15        8,904,664.35   8,054,584.57 5,856,812.02 2,215,092.12
GROWTH & INCOME PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                           28.94               24.27          19.11        15.62        11.67
             End of Period                                 31.78               28.94          24.27        19.11        15.62
      Accum Units o/s @ end of period              12,326,350.55        9,476,753.38   7,258,107.19 4,509,118.40 1,554,549.81
HIGH YIELD PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                            9.78               10.30          N/A          N/A          N/A
             End of Period                                  9.40                9.78          10.30        N/A          N/A
      Accum Units o/s @ end of period               2,178,459.79        1,476,993.82     106,671.96        N/A          N/A
INTERNATIONAL PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                           13.93               12.50          12.26        11.60        10.71
             End of Period                                 19.26               13.93          12.50        12.26        11.60
      Accum Units o/s @ end of period               3,403,423.52        3,645,458.54   3,700,183.10 2,718,751.84   981,260.91
MONEY MARKET PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                           11.77               11.37          10.97        10.63        10.26
             End of Period                                 12.15               11.77          11.37        10.97        10.63
      Accum Units o/s @ end of period               7,969,839.42        7,257,274.05   4,291,499.61 4,320,223.01 1,856,020.37
NORTH AMERICAN GOVERNMENT INCOME PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                           13.67               13.32          12.33        10.53         8.70
             End of Period                                 14.68               13.67          13.32        12.33        10.53
      Accum Units o/s @ end of period               1,532,276.68        1,816,650.85   1,790,540.24 1,047,240.17   531,374.67
PREMIER GROWTH PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                           33.89               23.22          17.59        14.54        10.15
             End of Period                                 44.22               33.89          23.22        17.59        14.54
      Accum Units o/s @ end of period              13,968,927.64       10,004,043.81   6,662.866.85 3,971,452.13 1,252,211.18
QUASAR PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                           11.65               12.37          10.58        10.00        N/A
             End of Period                                 13.45               11.65          12.37        10.58        N/A
      Accum Units o/s @ end of period               5,239,451.80        5,595,694.29   3,991,205.09   649,902.74        N/A
REAL ESTATE INVESTMENT PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                            9.71               12.16          N/A          N/A          N/A
             End of Period                                  9.09                9.71          12.16        N/A          N/A
      Accum Units o/s @ end of period               1,173,826.98        1,323,433.94     936,389.36        N/A          N/A
TECHNOLOGY PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                           18.47               11.43          10.89        10.00        N/A
             End of Period                                 32.00               18.47          11.43        10.89        N/A
      Accum Units o/s @ end of period               8,948,085.57        5,670,473.44   4,818,385.19 2,127,691.68        N/A
TOTAL RETURN PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                           18.42               15.97          13.37        11.78         9.65
             End of Period                                 19.35               18.42          15.97        13.37        11.78
      Accum Units o/s @ end of period               3,271,109.60        2,427,810.67   1,780,440.77 1,155,818.92   328,256.04
U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                           12.80               12.00          11.20        11.07         9.42
             End of Period                                 12.32               12.80          12.00        11.20        11.07
      Accum Units o/s @ end of period               4,082,327.72        3,516,324.78   2,190,735.81 1,838,415.41   914,988.76
UTILITY INCOME PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                           19.04               15.58          12.57        11.82         9.87
             End of Period                                 22.42               19.04          15.58        12.57        11.82
      Accum Units o/s @ end of period               1,646,240.96        1,379,682.64     910,470.43   812,579.02   358,005.39
WORLDWIDE PRIVATIZATION PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                           15.32               14.02          12.84        10.99        10.05
             End of Period                                 24.00               15.32          14.02        12.84        10.99
      Accum Units o/s @ end of period               2,092,530.42        2,399,048.01   2,391,217.59 1,135,168.22   394,704.27
</TABLE>
<PAGE>
                        CONDENSED FINANCIAL INFORMATION
                            ACCUMULATION UNIT VALUES*
         (for an accumulation unit outstanding throughout the period)
                                  (continued)
<TABLE>

                                                    1994        1993            1992
                                                -------------------------------------
<S>                                                   <C>          <C>         <C>
ALLIANCE VARIABLE PRODUCTS SERIES FUND
GLOBAL BOND PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                      11.00         9.96       10.00
             End of Period                            10.28        11.00        9.96
      Accum Units o/s @ end of period             85,875.16    18,846.45    5,444.00
GLOBAL DOLLAR GOVERNMENT PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                      10.00      N/A          N/A
             End of Period                             9.74      N/A          N/A
      Accum Units o/s @ end of period             69,320.82      N/A          N/A
GROWTH PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                      10.00      N/A          N/A
             End of Period                            10.48      N/A          N/A
      Accum Units o/s @ end of period            467,688.06      N/A          N/A
GROWTH & INCOME PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                      11.88        10.78       10.00
             End of Period                            11.67        11.88       10.78
      Accum Units o/s @ end of period            438,680.32    28,041.82      800.00
HIGH YIELD PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                     N/A         N/A          N/A
             End of Period                           N/A         N/A          N/A
      Accum Units o/s @ end of period                N/A         N/A          N/A
INTERNATIONAL PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                      10.17        10.00      N/A
             End of Period                            10.71        10.17      N/A
      Accum Units o/s @ end of period            447,407.41    21,717.14      N/A
MONEY MARKET PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                      10.08        10.00      N/A
             End of Period                            10.26        10.08      N/A
      Accum Units o/s @ end of period            431,319.86     8,487.20      N/A
NORTH AMERICAN GOVERNMENT INCOME PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                      10.00      N/A          N/A
             End of Period                             8.70      N/A          N/A
      Accum Units o/s @ end of period            340,817.36      N/A          N/A
PREMIER GROWTH PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                      11.13        10.00       10.00
             End of Period                            10.15        11.13       10.00
      Accum Units o/s @ end of period            223,550.22    35,271.53    2,081.43
QUASAR PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                     N/A         N/A          N/A
             End of Period                           N/A         N/A          N/A
      Accum Units o/s @ end of period                N/A         N/A          N/A
REAL ESTATE INVESTMENT PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                     N/A         N/A          N/A
             End of Period                           N/A         N/A          N/A
      Accum Units o/s @ end of period                N/A         N/A          N/A
TECHNOLOGY PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                     N/A         N/A          N/A
             End of Period                           N/A         N/A          N/A
      Accum Units o/s @ end of period                N/A         N/A          N/A
TOTAL RETURN PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                      10.00      N/A          N/A
             End of Period                             9.65      N/A          N/A
      Accum Units o/s @ end of period             34,684.53      N/A          N/A
U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                       9.95        10.00      N/A
             End of Period                             9.42         9.95      N/A
      Accum Units o/s @ end of period            320,574.64    41,210.45      N/A
UTILITY INCOME PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                      10.00       N/A         N/A
             End of Period                             9.87       N/A         N/A
      Accum Units o/s @ end of period            111,604.02       N/A         N/A
WORLDWIDE PRIVATIZATION PORTFOLIO
      Accumulation Unit Value
             Beginning of Period                      10.00       N/A         N/A
             End of Period                            10.05       N/A         N/A
      Accum Units o/s @ end of period            105,674.08       N/A         N/A

</TABLE>



*Premium  under the  contract  was first  invested in the  Portfolios  as listed
below:

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





<PAGE>




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

                     THE STATEMENT OF ADDITIONAL INFORMATION

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


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

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

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

FINANCIAL STATEMENTS


<PAGE>

                                   PROSPECTUS

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

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

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

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

Growth Portfolio                      Quasar Portfolio
Growth  and  Income Portfolio         Real Estate  Investment Portfolio
International Portfolio               Technology Portfolio
Money  Market Portfolio               U.S.  Government/High  Grade  Securities
Premier  Growth Portfolio             Portfolio


<PAGE>



To learn more about the  contract,  you can  obtain a copy of the  Statement  of
Additional  Information  ("SAI") dated May 1, 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)  728-7819 or
write to us at AIG Life Insurance Company,  Attention:  Variable  Products,  One
Alico Plaza, 600 King Street, Wilmington, Delaware 19801.

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

                                   May 1, 2000


<PAGE>


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

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

DEFINITIONS

FEE TABLES

CONDENSED FINANCIAL INFORMATION

THE CONTRACT

INVESTMENT OPTIONS

CHARGES AND DEDUCTIONS

ACCESS TO YOUR MONEY

ANNUITY PAYMENTS

DEATH BENEFIT

PERFORMANCE

TAXES

OTHER INFORMATION

FINANCIAL STATEMENTS

APPENDIX - CONDENSED FINANCIAL INFORMATION

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION


<PAGE>



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

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

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

Administrative  Office  -  The  Annuity  Service  Office,  c/o  Delaware  Valley
Financial Services, Inc., 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

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

Transfer Fee

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

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

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



<PAGE>
<TABLE>



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


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

<S>                                                                   <C>               <C>            <C>           <C>
Mitchell Hutchins Series Trust (Class H)
Balanced Portfolio                                                    0.75%             0.50%          0.00%         1.25%
Global Income Portfolio                                               0.75%             1.34%          0.00%         2.09%
Growth Portfolio                                                      0.75%             0.36%          0.00%         1.11%
Growth and Income Portfolio                                           0.70%             0.53%          0.00%         1.23%
High Income Portfolio                                                 0.50%             0.85%          0.00%         1.35%
Small Cap Portfolio                                                   1.00%             2.86%          0.00%         3.86%
Strategic Income Portfolio                                            0.75%             0.87%          0.00%         1.62%
Tactical Allocation Portfolio                                         0.50%             0.24%          0.00%         0.74%
Alliance Variable Products Series Fund(2)
Growth Portfolio (Class B)                                            0.75%             0.12%          0.25%         1.12%
Growth and Income Portfolio (Class B)                                 0.63%             0.09%          0.25%         0.97%
International Portfolio                                               0.69%             0.26%          0.00%         0.95%
Money Market Portfolio (Class B)                                      0.50%             0.14%          0.25%         0.89%
Premier Growth Portfolio                                              1.00%             0.05%          0.00%         1.05%
Quasar Portfolio                                                      0.81%             0.14%          0.00%         0.95%
Real Estate Investment Portfolio                                      0.49%             0.46%          0.00%         0.95%
Technology Portfolio                                                  0.86%             0.09%          0.00%         0.95%
U.S. Government/High Grade Securities Portfolio (Class B)             0.60%             0.30%          0.25%         1.15%
</TABLE>

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

(2)  Total   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:

                  International Portfolio                              1.36%
                  Quasar Portfolio                                     1.19%
                  Real Estate Investment Portfolio                     1.72%
                  Technology Portfolio                                 1.12%


<PAGE>

<TABLE>

Example

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

                                                      If you surrender after:

                                                     1 Year        3 Years       5 Years       10 Years
                                                     ------        -------       -------       --------
<S>                                                   <C>              <C>            <C>          <C>
Mitchell Hutchins Series Trust (Class H)
Balanced Portfolio                                    $81              $129           $179         $304
Global Income Portfolio                                90               154            220          382
Growth Portfolio                                       80               125            173          290
Growth and Income Portfolio                            81               129            178          302
High Income Portfolio                                  82               132            184          314
Small Cap Portfolio                                   107               204            300          524
Strategic Income Portfolio                             85               140            198          339
Tactical Allocation Portfolio                          76               114            154          253
Alliance Variable Products Series Fund
Growth Portfolio (Class B)                             80               125            173          291
Growth and Income Portfolio (Class B)                  79               121            166          277
International Portfolio                                78               120            165          275
Money Market Portfolio (Class B)                       78               118            162          269
Premier Growth Portfolio                               79               123            170          285
Quasar Portfolio                                       78               120            165          275
Real Estate Investment Portfolio                       78               120            165          275
Technology Portfolio                                   78               120            165          275
U.S. Government/High Grade Securities                  80               126            175          294
Portfolio (Class B)
</TABLE>
<TABLE>


                                     If you annuitize or do not surrender after:

                                                     1 Year          3 Years       5 Years       10 Years
                                                     ------          -------       -------       --------
<S>                                                   <C>              <C>            <C>          <C>
Mitchell Hutchins Series Trust (Class H)
Balanced Portfolio                                    $27              $84            $143         $304
Global Income Portfolio                                36              109             184          382
Growth Portfolio                                       26               80             137          290
Growth and Income Portfolio                            27               84             142          302
High Income Portfolio                                  28               87             148          314
Small Cap Portfolio                                    53              159             264          524
Strategic Income Portfolio                             31               95             162          339
Tactical Allocation Portfolio                          22               69             118          253
Alliance Variable Products Series Fund
Growth Portfolio (Class B)                             26               80             137          291
Growth and Income Portfolio (Class B)                  25               76             130          277
International Portfolio                                24               75             129          275
Money Market Portfolio (Class B)                       24               73             126          269
Premier Growth Portfolio                               25               78             134          285
Quasar Portfolio                                       24               75             129          275
Real Estate Investment Portfolio                       24               75             129          275
Technology Portfolio                                   24               75             129          275
U.S. Government/High Grade Securities                  26               81             139          294
Portfolio (Class B)
</TABLE>



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

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

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

Historical accumulation unit values are contained in the appendix.


<PAGE>


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

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

General Description

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

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

The  contract  also has a fixed  investment  option  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
$2,000.  You may add premium  payments of $1,000 or more to your contract at any
time during the accumulation phase. You can pay scheduled  subsequent premium of
$100 or more per month by enrolling in an automatic investment plan.

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

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 a $10 transfer fee for each  transfer  over twelve in a Contract  Year.
Transfers  as a result of dollar cost  averaging  or asset  rebalancing  are not
counted against your twelve free transfers.

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

We will accept  transfers by telephone from you, your  representative  or anyone
else  designated  by you.  Neither we nor the 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.

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

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

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

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

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

Asset Rebalancing

Once your 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 Funds and Their Portfolios

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

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

Mitchell Hutchins Series Trust (Class H)

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

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

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

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

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

Small  Cap  Portfolio  -  invests   primarily  in  equity  securities  of  small
capitalization ("small cap") companies, which are defined as companies that have
market capitalizations of up to $1.5 billion.

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

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

Alliance Variable Products Series Fund, Inc.

Growth  Portfolio  (Class B) - seeks to  provide  long term  growth of  capital.
Current income is incidental to the Portfolio's objective.

Growth and Income  Portfolio  (Class B) - seeks  reasonable  current  income and
reasonable   opportunity  for  appreciation  through  investments  primarily  in
dividend-paying common stocks of good quality.

International  Portfolio  - seeks to obtain a total  return on its  assets  from
long-term growth of capital  principally through a broad portfolio of marketable
securities of  established  non-U.S.  companies  (i.e.,  companies  incorporated
outside the U.S.),  companies  participating in foreign economies with prospects
for growth, and foreign government securities.

Money  Market  Portfolio  (Class  B) -  seeks  safety  of  principal,  excellent
liquidity and maximum current income to the extent consistent with the first two
objectives.

Premier  Growth  Portfolio  - seeks  growth of  capital by  pursuing  aggressive
investment policies.

Quasar  Portfolio - seeks  growth of capital by pursuing  aggressive  investment
policies. Current income is incidental to the Portfolio's objective.

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

Technology Portfolio - seeks growth of capital.  Current income is incidental to
the Portfolio's objective.

U.S.  Government/High  Grade Securities Portfolio (Class B) - seeks high current
income consistent with preservation of capital.

Mitchell Hutchins Asset Management Inc. and Alliance Capital Management L.P. may
compensate  us for  providing  administration  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 in the  guaranteed
account with  interest on a daily basis at the  guaranteed  rate then in effect.
The rate of interest to be credited to the 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.


<PAGE>


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

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

Insurance Charges

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

Mortality and Expense Risk Charge

The mortality and expense risk charge is equal,  on an annual basis, to 1.25% of
the daily value of the variable  portion of your contract.  We will not increase
this  charge.  It  compensates  us for 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

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

Optional Death Benefit Charges

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

Equity Assurance Plan

         Owner's Attained Age                Annual Charge

                  0-59                            0.07%
                  60+                             0.20%

Annual Ratchet Plan                               0.10%

Accidental Death Benefit                          0.05%

Surrender Charge

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

Premium Year         1    2     3     4    5    6     7    Thereafter
Surrender Charge     6%   6%    5%    5%   4%   3%    2%        0%

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

     (1)  the Contract Value less premium paid, or

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

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

Contract Maintenance Fee

During the accumulation phase, we will deduct a contract  maintenance fee of $30
from your contract to 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  financial  statements  for the
Mitchell  Hutchins  Series Trust and the  prospectus  for the Alliance  Variable
Products Series Funds Inc. and are summarized in the fee table.

Reduction or Elimination of Certain Charges and Additional Amounts Credited

We may reduce or eliminate the surrender charge or the administrative  charge or
change the minimum  premium  requirement  when the contract is sold to groups of
individuals  under  circumstances  which  reduce  our  sales  expenses.  We 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 to be relevant in determining
          whether reduced sales expenses may be expected.

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


<PAGE>


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

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

Generally

Contract Value is available in the following ways:

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

     o    by receiving annuity payments during the income phase;

     o    when a death benefit is paid to your beneficiary.

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

To make a surrender you must send a complete and detailed written request to our
Administrative  Office.  We will  calculate  your  surrender  as of the close of
business of the NYSE at the value next determined after we receive your request.
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. In order to initiate the program,  your Contract
Value  must  be at  least  $24,000.  A  maximum  of 10% of your  premium  may be
withdrawn in a Contract Year.

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

Systematic  withdrawals  will  begin  on the  first  scheduled  withdrawal  date
selected by you following  the date we process your  request.  In the event that
your  value in a  specified  portfolio  or the  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.  We make  annuity  payments  on a  monthly,  quarterly,
semiannual or annual basis.

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

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

Annuity Options

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

Option 1 - Life Income

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

Option 2 - Life Annuity with 10 Years Guaranteed

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

Option 3 - Joint and Last Survivor Income

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

Variable Annuity Payments

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

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

     o    the 5%  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.


<PAGE>


===================================================================
                                  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.  If you select both the annual
ratchet  plan and the  equity  assurance  plan,  the death  benefit  will be the
greatest of the  traditional  death  benefit,  the annual  ratchet  plan, or the
equity assurance plan. The accidental death benefit, if applicable, will be paid
in addition to any other benefit. All death benefit options may not be available
in all states.

Traditional Death Benefit

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

     (1)  the Contract Value;

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

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

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

Optional Death Benefits

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

     (1)  the Contract Value;

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

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

The annual ratchet plan will be in effect if:

     (1)  you select it on the application; and

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

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

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

     (1)  the Contract Value;

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

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

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

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

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

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

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

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

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

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

In determining the death benefit,  for each surrender a proportionate  reduction
will be made to each  premium paid prior to the  surrender.  The  proportion  is
determined  by dividing  the amount of the  Contract  Value  surrendered  by the
Contract Value immediately prior to the surrender.

The Equity Assurance Plan will be in effect if:

          (1)  you select it on the application;

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

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

Accidental Death Benefit

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

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

          (2)  $250,000.

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

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

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

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

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

     o    declared or undeclared war or any act thereof; or

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

The accidental death benefit will be in effect if:

     (1)  you select it on the Application; and

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

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

Payment to Beneficiary

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

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

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

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.


<PAGE>


Death of Owner After the Annuity Date

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

Death of Annuitant

Before the Annuity Date

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

After the Annuity Date

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

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

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

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

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

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

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

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

Performance information for a portfolio may be compared to:

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

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

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

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

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


<PAGE>


Individual Retirement Annuities

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

Roth IRAs

Code Section 408A provides special rules for "Roth IRAs." The basic  distinction
between a Roth IRA and a 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.


<PAGE>


Rollovers

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

Diversification and Investor Control

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

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

Withholding

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

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

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 that you will have a right to cast will be
determined as of the record date established by each portfolio.

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

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

Administration of the Contract

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

Legal Proceedings

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

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

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

Consolidated  balance sheets of AIG Life  Insurance  Company and of the variable
account are included in the SAI, which may be obtained without charge by calling
(800) 728-7819 or writing to AIG Life  Insurance  Company,  Attention:  Variable
Products,  One Alico  Plaza,  600 King Street,  Wilmington,  Delaware  19801.  A
complete set of financial statements of the company and the variable account has
been filed  electronically  with the SEC and can be obtained through its website
at http://www.sec.gov.


<PAGE>



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

                         CONDENSED FINANCIAL INFORMATION
                            ACCUMULATION UNIT VALUES*
          (for an accumulation unit outstanding throughout the period)

<TABLE>
                                               1999               1998                1997            1996         1995
                                          -------------------------------------------------------------------------------
                                          -------------------------------------------------------------------------------
<S>                                            <C>                 <C>            <C>                <C>           <C>
MITCHELL HUTCHINS SERIES TRUST
BALANCED PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                       13.16                N/A               N/A           N/A          N/A
         End of Period                             13.21              13.16               N/A           N/A          N/A
      Accum Units o/s @ end of period          93,364.49          37,630.79               N/A           N/A          N/A
GLOBAL INCOME PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                       11.79                N/A               N/A           N/A          N/A
         End of Period                             11.07              11.79               N/A           N/A          N/A
      Accum Units o/s @ end of period          30,287.27           2,160.65               N/A           N/A          N/A
GROWTH PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                       20.14                N/A               N/A           N/A          N/A
         End of Period                             26.58              20.14               N/A           N/A          N/A
      Accum Units o/s @ end of period          82,485.97           7,922.56               N/A           N/A          N/A
GROWTH & INCOME PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                       15.84                N/A               N/A           N/A          N/A
         End of Period                             17.23              15.84               N/A           N/A          N/A
      Accum Units o/s @ end of period         372,045.91          77,909.26               N/A           N/A          N/A
HIGH INCOME PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                       12.56                N/A               N/A           N/A          N/A
         End of Period                             13.06              12.56               N/A           N/A          N/A
      Accum Units o/s @ end of period          95,983.74          45,621.25               N/A           N/A          N/A
SMALL CAP PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                       15.56                N/A               N/A           N/A          N/A
         End of Period                             16.29              15.56               N/A           N/A          N/A
      Accum Units o/s @ end of period          32,175.25          19,246.77               N/A           N/A          N/A
STRATEGIC INCOME PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                       12.28                N/A               N/A           N/A          N/A
         End of Period                             12.34              12.28               N/A           N/A          N/A
      Accum Units o/s @ end of period          69,191.82          11,783.29               N/A           N/A          N/A
TACTICAL ALLOCATION PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                       14.93                N/A               N/A           N/A          N/A
         End of Period                             17.44              14.93               N/A           N/A          N/A
      Accum Units o/s @ end of period       1,787,232.93         625,337.73               N/A           N/A          N/A
ALLIANCE VARIABLE PRODUCTS SERIES FUND
GROWTH PORTFOLIO (CLASS  B)
      Accumulation Unit Value
         Beginning of Period                         N/A                N/A               N/A           N/A          N/A
         End of Period                             38.14                N/A               N/A           N/A          N/A
      Accum Units o/s @ end of period         136,639.29                N/A               N/A           N/A          N/A
GROWTH & INCOME PORTFOLIO (CLASS B)
      Accumulation Unit Value
         Beginning of Period                         N/A                N/A               N/A           N/A          N/A
         End of Period                             31.73                N/A               N/A           N/A          N/A
      Accum Units o/s @ end of period         164,974.93                N/A               N/A           N/A          N/A
INTERNATIONAL PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                       13.93              12.50               12.26        11.60        10.71
         End of Period                             19.26              13.93               12.50        12.26        11.60
      Accum Units o/s @ end of period       3,403,423.52       3,645,458.54        3,700,183.10 2,718,751.84   981,260.91
MONEY MARKET PORTFOLIO (CLASS B)
      Accumulation Unit Value
         Beginning of Period                         N/A                N/A               N/A           N/A          N/A
         End of Period                             12.13                N/A               N/A           N/A          N/A
      Accum Units o/s @ end of period          62,489.67                N/A               N/A           N/A          N/A
PREMIER GROWTH PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                       33.89              23.22               17.59        14.54        10.15
         End of Period                             44.22              33.89               23.22        17.59        14.54
      Accum Units o/s @ end of period      13,968,927.64      10,004,043.81        6,662.866.85 3,971,452.13 1,252,211.18
QUASAR PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                       11.65              12.37               10.58        10.00         N/A
         End of Period                             13.45              11.65               12.37        10.58         N/A
      Accum Units o/s @ end of period       5,239,451.80       5,595,694.29        3,991,205.09   649,902.74         N/A
REAL ESTATE INVESTMENT PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                        9.71              12.16               N/A           N/A          N/A
         End of Period                              9.09               9.71               12.16         N/A          N/A
      Accum Units o/s @ end of period       1,173,826.98       1,323,433.94          936,389.36         N/A          N/A
TECHNOLOGY PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                       18.47              11.43               10.89        10.00         N/A
         End of Period                             32.00              18.47               11.43        10.89         N/A
      Accum Units o/s @ end of period       8,948,085.57       5,670,473.44        4,818,385.19 2,127,691.68         N/A
U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO (CLASS B)
      Accumulation Unit Value
         Beginning of Period                         N/A                N/A               N/A           N/A          N/A
         End of Period                             12.29                N/A               N/A           N/A          N/A
      Accum Units o/s @ end of period         102,108.55                N/A               N/A           N/A          N/A


</TABLE>
<PAGE>
                         CONDENSED FINANCIAL INFORMATION
                            ACCUMULATION UNIT VALUES*
          (for an accumulation unit outstanding throughout the period)
                                  (continued)
<TABLE>

                                           1994       1993            1992
                                       -------------------------------------
                                       -------------------------------------
<S>                                        <C>       <C>             <C>
MITCHELL HUTCHINS SERIES TRUST
BALANCED PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                N/A         N/A           N/A
         End of Period                      N/A         N/A           N/A
      Accum Units o/s @ end of period       N/A         N/A           N/A
GLOBAL INCOME PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                N/A         N/A           N/A
         End of Period                      N/A         N/A           N/A
      Accum Units o/s @ end of period       N/A         N/A           N/A
GROWTH PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                N/A         N/A           N/A
         End of Period                      N/A         N/A           N/A
      Accum Units o/s @ end of period       N/A         N/A           N/A
GROWTH & INCOME PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                N/A         N/A           N/A
         End of Period                      N/A         N/A           N/A
      Accum Units o/s @ end of period       N/A         N/A           N/A
HIGH INCOME PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                N/A         N/A           N/A
         End of Period                      N/A         N/A           N/A
      Accum Units o/s @ end of period       N/A         N/A           N/A
SMALL CAP PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                N/A         N/A           N/A
         End of Period                      N/A         N/A           N/A
      Accum Units o/s @ end of period       N/A         N/A           N/A
STRATEGIC INCOME PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                N/A         N/A           N/A
         End of Period                      N/A         N/A           N/A
      Accum Units o/s @ end of period       N/A         N/A           N/A
TACTICAL ALLOCATION PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                N/A         N/A           N/A
         End of Period                      N/A         N/A           N/A
      Accum Units o/s @ end of period       N/A         N/A           N/A
ALLIANCE VARIABLE PRODUCTS SERIES FUND
GROWTH PORTFOLIO (CLASS  B)
      Accumulation Unit Value
         Beginning of Period                N/A         N/A           N/A
         End of Period                      N/A         N/A           N/A
      Accum Units o/s @ end of period       N/A         N/A           N/A
GROWTH & INCOME PORTFOLIO (CLASS B)
      Accumulation Unit Value
         Beginning of Period                N/A         N/A           N/A
         End of Period                      N/A         N/A           N/A
      Accum Units o/s @ end of period       N/A         N/A           N/A
INTERNATIONAL PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                  10.17        10.00      N/A
         End of Period                        10.71        10.17      N/A
      Accum Units o/s @ end of period    447,407.41    21,717.14      N/A
MONEY MARKET PORTFOLIO (CLASS B)
      Accumulation Unit Value
         Beginning of Period                N/A         N/A           N/A
         End of Period                      N/A         N/A           N/A
      Accum Units o/s @ end of period       N/A         N/A           N/A
PREMIER GROWTH PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                  11.13        10.00       10.00
         End of Period                        10.15        11.13       10.00
      Accum Units o/s @ end of period    223,550.22    35,271.53    2,081.43
QUASAR PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                N/A         N/A           N/A
         End of Period                      N/A         N/A           N/A
      Accum Units o/s @ end of period       N/A         N/A           N/A
REAL ESTATE INVESTMENT PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                N/A         N/A           N/A
         End of Period                      N/A         N/A           N/A
      Accum Units o/s @ end of period       N/A         N/A           N/A
TECHNOLOGY PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                N/A         N/A           N/A
         End of Period                      N/A         N/A           N/A
      Accum Units o/s @ end of period       N/A         N/A           N/A
U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO (CLASS B)
      Accumulation Unit Value
         Beginning of Period                N/A         N/A           N/A
         End of Period                      N/A         N/A           N/A
      Accum Units o/s @ end of period       N/A         N/A           N/A


</TABLE>


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

         Mitchell Hutchins Series Trust

         Balanced Portfolio                                 June 1, 1988
         Global Income Portfolio                            May 1, 1988
         Growth Portfolio                                   May 4, 1987
         Growth & Income Portfolio                          January 2, 1992
         High Income Portfolio                              September 28, 1998
         Small Cap Portfolio                                September 28, 1998
         Strategic Income Portfolio                         September 28, 1998
         Tactical Allocation Portfolio                      September 28, 1998

         Alliance Variable Products Series Fund

         Growth Portfolio                                   September 15, 1994
         Growth and Income Portfolio                        January 14, 1991
         International Portfolio                            December 28, 1992
         Money Market Portfolio                             December 28, 1992
         Premier Growth Portfolio                           June 26, 1992
         Quasar Portfolio                                   August 5, 1996
         Real Estate Investment Portfolio                   January 9, 1997
         Technology Portfolio                               January 11, 1996
         U.S. Government/High Grade Securities Portfolio    September 17, 1992






<PAGE>




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

                     THE STATEMENT OF ADDITIONAL INFORMATION

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


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

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

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

FINANCIAL STATEMENTS

<PAGE>


                                   PROSPECTUS

                          PROFILE(TM) 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 nineteen  investment  options to which you can allocate  your
money --  eighteen  variable  investment  options  listed  below  and one  fixed
investment  option.  The fixed investment  option is part of our general account
which  earns a minimum of 3%  interest.  The  variable  investment  options  are
portfolios of the AIM Variable Insurance Funds, Inc., Alliance Variable Products
Series Fund, Inc.,  Dreyfus Variable  Investment Fund, Dreyfus Stock Index Fund,
Fidelity Variable Insurance Products Fund,  Fidelity Variable Insurance Products
Fund II and Van Eck Worldwide Insurance Trust.

         AIM Variable Insurance Funds, Inc.

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

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

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

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


<PAGE>


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

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

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


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

                                   May 1, 2000


<PAGE>


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

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

DEFINITIONS

FEE TABLES

CONDENSED FINANCIAL INFORMATION

THE CONTRACT

INVESTMENT OPTIONS

CHARGES AND DEDUCTIONS

ACCESS TO YOUR MONEY

ANNUITY PAYMENTS

DEATH BENEFIT

PERFORMANCE

TAXES

OTHER INFORMATION

FINANCIAL STATEMENTS

APPENDIX - CONDENSED FINANCIAL INFORMATION

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION


<PAGE>



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

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

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

Administrative  Office  -  The  Annuity  Service  Office,  c/o  Delaware  Valley
Financial Services, Inc., 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

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

Transfer Fee

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

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

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


<PAGE>
<TABLE>


                            Annual Portfolio Expenses

                           After Waivers/Reimbursement

                     (as a percentage of average net assets)

                                                              Management     Other      12b-1      Total
                                                                Fees       Expenses(1)   Fees     Expenses
<S>                                                             <C>          <C>       <C>       <C>
AIM Variable Insurance Funds, Inc.
AIM V.I. Capital Appreciation Fund                              0.62%        0.11%     0.00%     0.73%
AIM V.I. International Equity Fund                              0.75%        0.22%     0.00%     0.97%
Alliance Variable Products Series Fund(2)
Global Bond Portfolio                                           0.65%        0.25%     0.00%     0.90%
Growth Portfolio (Class B)                                      0.75%        0.12%     0.25%     1.12%
Growth and Income Portfolio (Class B)                           0.63%        0.09%     0.25%     0.97%
Premier Growth Portfolio                                        1.00%        0.05%     0.00%     1.05%
Quasar Portfolio                                                0.81%        0.14%     0.00%     0.95%
Technology Portfolio                                            0.86%        0.09%     0.00%     0.95%
Dreyfus Variable Investment Fund
Small Company Stock Portfolio                                   0.75%        0.22%     0.00%     0.97%
Dreyfus Stock Index Fund                                        0.25%        0.01%     0.00%     0.26%
Fidelity Variable Insurance Products Fund(3)
(Initial Class)                                                 0.58%        0.07%     0.00%     0.65%
VIP Growth Portfolio                                            0.58%        0.11%     0.00%     0.69%
VIP High Income Portfolio                                       0.18%        0.09%     0.00%     0.27%
VIP Money Market Portfolio
Fidelity Variable Insurance Products Fund II(4)
(Initial Class)
VIP II Asset Manager Portfolio                                  0.53%         0.09%    0.00%     0.62%
VIP II Contrafund(TM)Portfolio                                  0.58%         0.07%    0.00%     0.65%
VIP II Investment Grade Bond Portfolio                          0.43%         0.11%    0.00%     0.54%
Van Eck Worldwide Insurance Trust
Worldwide Emerging Markets Fund(5)                              1.00%         0.34%    0.00%     1.34%
Worldwide Hard Assets Fund                                      1.00%         0.26%    0.00%     1.26%

</TABLE>

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

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

                  Global Bond Portfolio                                1.04%
                  Quasar Portfolio                                     1.19%
                  Technology Portfolio                                 1.12%

(3)      Total annual expenses for the following portfolio before  reimbursement
         by Fidelity Variable  Insurance  Products Fund's investment adviser for
         the year ended December 31, 1999, was as follows:

                  VIP Growth Portfolio                                 0.66%

(4)      Total annual expenses for the following portfolios before reimbursement
         by Fidelity Variable  Insurance  Products Fund II's investment  adviser
         for the year ended December 31, 1999, were as follows:

                  VIP II Asset Manager Portfolio                       0.63%
                  VIP II Contrafund(TM)Portfolio                       0.67%

(5)      Total annual expenses (excluding brokerage commissions,  foreign taxes,
         and interest expenses) for the following portfolio before reimbursement
         by Van Eck Worldwide  Insurance Trust's investment adviser for the year
         ended December 31, 1999, was as follows:

                  Worldwide Emerging Markets Fund             1.54%



<PAGE>

<TABLE>

Example

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

                                                        If you surrender after:

                                                               1 Year      3 Years    5 Years           10 Years
<S>                                                                <C>          <C>      <C>            <C>
AIM Variable Insurance Funds, Inc.
AIM V.I. Capital Appreciation Fund                                $76          $114     $153           $252
AIM V.I. International Equity Fund                                 79           121      166            277
Alliance Variable Products Series Fund, Inc.
Global Bond Portfolio                                              78           119      162            270
Growth Portfolio (Class B)                                         80           125      173            291
Growth and Income Portfolio (Class B)                              79           121      166            277
Premier Growth Portfolio                                           79           123      170            285
Quasar Portfolio                                                   78           120      165            275
Technology Portfolio                                               78           120      165            275
Dreyfus Variable Investment Fund
Small Company Stock Portfolio                                      79           121      166            277
Dreyfus Stock Index Fund                                           71            99      129            203
Fidelity Variable Insurance Products Fund
(Initial Class)
VIP Growth Portfolio                                               75           111      149            244
VIP High Income Portfolio                                          76           112      151            248
VIP Money Market Portfolio                                         72            99      130            204
Fidelity Variable Insurance Products Fund II
(Initial Class)
VIP II Asset Manager Portfolio                                     75           110      148            241
VIP II Contrafund Portfolio                                        75           111      149            244
VIP II Investment Grade Bond Portfolio                             74           108      144            233
Van Eck Worldwide Insurance Trust
Worldwide Emerging Markets Fund                                    82           132      184            313
Worldwide Hard Assets Fund                                         82           129      180            305

</TABLE>


<PAGE>
<TABLE>



                                     If you annuitize or do not surrender after:

                                                                 1 Year      3 Years   5 Years    10 Years
                                                                 ------      -------   -------    --------
<S>                                                               <C>          <C>      <C>            <C>
AIM Variable Insurance Funds, Inc.
AIM V.I. Capital Appreciation Fund                                $22          $69      $117           $252
AIM V.I. International Equity Fund                                 25           76       130            277
Alliance Variable Products Series Fund, Inc.
Global Bond Portfolio                                              24           74       126            270
Growth Portfolio (Class B)                                         26           80       137            291
Growth and Income Portfolio (Class B)                              25           76       130            277
Premier Growth Portfolio                                           25           78       134            285
Quasar Portfolio                                                   24           75       129            275
Technology Portfolio                                               78          120       165            275
Dreyfus Variable Investment Fund
Small Company Stock Portfolio                                      25           76       130            277
Dreyfus Stock Index Fund                                           17           54        93            203
Fidelity Variable Insurance Products Fund
(Initial Class)
VIP Growth Portfolio                                               21           66       113            244
VIP High Income Portfolio                                          22           67       115            248
VIP Money Market Portfolio                                         18           54        94            204
Fidelity Variable Insurance Products Fund II
(Initial Class)
VIP II Asset Manager Portfolio                                     21           65       112            241
VIP II Contrafund(TM)Portfolio                                     21           66       113            244
VIP II Investment Grade Bond Portfolio                             20           63       108            233
Van Eck Worldwide Insurance Trust
Worldwide Emerging Markets Fund                                    28           87       148            313
Worldwide Hard Assets Fund                                         28           84       144            305
</TABLE>

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


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

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

Historical accumulation unit values are contained in the appendix.

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

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

General Description

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

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

The  contract  also has a fixed  investment  option  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
$2,000.  You may add premium  payments of $1,000 or more to your contract at any
time during the accumulation phase. You can pay scheduled  subsequent premium of
$100 or more per month by enrolling in an automatic investment plan.

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

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 a $10 transfer fee for each  transfer  over twelve in a Contract  Year.
Transfers  as a result of dollar cost  averaging  or asset  rebalancing  are not
counted against your twelve free transfers.

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

We will accept  transfers by telephone from you, your  representative  or anyone
else  designated  by you.  Neither we nor the 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.

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

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

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

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

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

Asset Rebalancing

Once your 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 Funds and Their Portfolios

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

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

AIM Variable Insurance Funds, Inc.

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

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

Alliance Variable Products Series Fund, Inc.

Global  Bond  Portfolio  - seeks a high level of return  from a  combination  of
current income and capital  appreciation by investing in a globally  diversified
portfolio of high-quality  debt securities  denominated in the U.S. Dollar and a
range of foreign currencies.

Growth  Portfolio  (Class B) - seeks to  provide  long term  growth of  capital.
Current income is incidental to the Portfolio's objective.

Growth and Income  Portfolio  (Class B) - seeks  reasonable  current  income and
reasonable   opportunity  for  appreciation  through  investments  primarily  in
dividend-paying common stocks of good quality.

Premier  Growth  Portfolio  - seeks  growth of  capital by  pursuing  aggressive
investment policies.

Quasar  Portfolio - seeks  growth of capital by pursuing  aggressive  investment
policies. Current income is incidental to the Portfolio's objective.

Technology Portfolio - seeks growth of capital.  Current income is incidental to
the Portfolio's objective.

Dreyfus Variable Investment Fund

Small Company Stock Portfolio - seeks investment returns  (consisting of capital
appreciation  and income) that are greater than the total return  performance of
stocks as  represented  by the Russell  2500 TM Index.  The  portfolio  normally
invests in a blended  portfolio of growth and value stocks of small and mid-size
domestic companies, whose market values generally range between $500 million and
$5 billion.

Dreyfus Stock Index Fund

Dreyfus  Stock  Index Fund - seeks to match the total  return of the  Standard &
Poor's 500 Composite  Stock Price Index.  The fund generally  invests in all 500
stocks in the S&P 500 in proportion to their weighting in the index. The fund is
neither  sponsored by nor  affiliated  with Standard & Poor's  Corporation.  The
Dreyfus  Corporation  has engaged its affiliate,  Mellon Equity  Associates,  to
serve as the fund's index fund manager.

Fidelity Variable Insurance Products Fund (VIP) (Initial Class)

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

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

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

Fidelity Variable Insurance Products Fund II (VIP II) (Initial Class)

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

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

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

Van Eck Worldwide Insurance Trust

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

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

The investment advisers may compensate us for providing  administration 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 in the  guaranteed
account with  interest on a daily basis at the  guaranteed  rate then in effect.
The rate of interest to be credited to the 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.


<PAGE>


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

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

Insurance Charges

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

Mortality and Expense Risk Charge

The mortality and expense risk charge is equal,  on an annual basis, to 1.25% of
the daily value of the variable  portion of your contract.  We will not increase
this  charge.  It  compensates  us for 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

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

Optional Death Benefit Charges

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

Equity Assurance Plan

         Owner's Attained Age                Annual Charge

                  0-59                             0.07%
                  60+                              0.20%

Annual Ratchet Plan                                0.10%

Accidental Death Benefit                           0.05%

Surrender Charge

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

Premium Year         1    2     3     4     5     6      7     Thereafter
Surrender Charge     6%   6%    5%    5%    4%    3%     2%         0%

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

     (1)  the Contract Value less premium paid, or

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

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

Contract Maintenance Fee

During the accumulation phase, we will deduct a contract  maintenance fee of $30
from your contract to 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 prospectuses for the AIM Variable
Insurance  Funds,  Alliance  Variable  Products  Series Fund,  Dreyfus  Variable
Investment Fund, Dreyfus Stock Index Fund,  Fidelity Variable Insurance Products
Fund,  Fidelity  Variable  Insurance  Products  Fund II and  Van  Eck  Worldwide
Insurance Trust and are summarized in the fee table.

Reduction or Elimination of Certain Charges and Additional Amounts Credited

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

     (1)  the size of the group;

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

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

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

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

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


<PAGE>


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

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

Generally

Contract Value is available in the following ways:

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

     o    by receiving annuity payments during the income phase;

     o    when a death benefit is paid to your beneficiary.

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

To make a surrender you must send a complete and detailed written request to our
Administrative  Office.  We will  calculate  your  surrender  as of the close of
business of the NYSE at the value next determined after we receive your request.
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. In order to initiate the program,  your Contract
Value  must  be at  least  $24,000.  A  maximum  of 10% of your  premium  may be
withdrawn in a Contract Year.

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

Systematic  withdrawals  will  begin  on the  first  scheduled  withdrawal  date
selected by you following  the date we process your  request.  In the event that
your  value in a  specified  portfolio  or the  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.  We make  annuity  payments  on a  monthly,  quarterly,
semiannual or annual basis.

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

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

Annuity Options

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

Option 1 - Life Income

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

Option 2 - Life Annuity with 10 Years Guaranteed

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

Option 3 - Joint and Last Survivor Income

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

Variable Annuity Payments

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

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

     o    the 5%  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.


<PAGE>


===================================================================
                                  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.  If you select both the annual
ratchet  plan and the  equity  assurance  plan,  the death  benefit  will be the
greatest of the  traditional  death  benefit,  the annual  ratchet  plan, or the
equity assurance plan. The accidental death benefit, if applicable, will be paid
in addition to any other benefit. All death benefit options may not be available
in all states.

Traditional Death Benefit

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

     (1)  the Contract Value;

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

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

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

Optional Death Benefits

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

     (1)  the Contract Value;

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

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

The annual ratchet plan will be in effect if:

     (1)  you select it on the application; and

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

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

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

     (1)  the Contract Value;

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

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

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

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

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

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

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

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

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

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

In determining the death benefit,  for each surrender a proportionate  reduction
will be made to each  premium paid prior to the  surrender.  The  proportion  is
determined  by dividing  the amount of the  Contract  Value  surrendered  by the
Contract Value immediately prior to the surrender.

The Equity Assurance Plan will be in effect if:

               (1)  you select it on the application;

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

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

Accidental Death Benefit

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

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

               (2)  $250,000.

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

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

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

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

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

     o    declared or undeclared war or any act thereof; or

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

The accidental death benefit will be in effect if:

     (1)  you select it on the Application; and

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

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

Payment to Beneficiary

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

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

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

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.


<PAGE>


Death of Owner After the Annuity Date

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

Death of Annuitant

Before the Annuity Date

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

After the Annuity Date

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

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

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

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

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

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

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

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

Performance information for a portfolio may be compared to:

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

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

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

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

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


<PAGE>


Individual Retirement Annuities

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

Roth IRAs

Code Section 408A provides special rules for "Roth IRAs." The basic  distinction
between a Roth IRA and a 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.


<PAGE>


Rollovers

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

Diversification and Investor Control

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

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

Withholding

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

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

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 that you will have a right to cast will be
determined as of the record date established by each portfolio.

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

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

Administration of the Contract

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

Legal Proceedings

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

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

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

Consolidated  balance sheets of AIG Life  Insurance  Company and of the variable
account are included in the SAI, which may be obtained without charge by calling
(800) 255-8402 or writing to AIG Life  Insurance  Company,  Attention:  Variable
Products,  One Alico  Plaza,  600 King Street,  Wilmington,  Delaware  19801.  A
complete set of financial statements of the company and the variable account has
been filed  electronically  with the SEC and can be obtained through its website
at http://www.sec.gov.


<PAGE>


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

                         CONDENSED FINANCIAL INFORMATION
                            ACCUMULATION UNIT VALUES*
          (for an accumulation unit outstanding throughout the period)

<TABLE>

                                                            1999             1998                  1997                1996
                                                     -----------------------------------------------------------------------
<S>                                                            <C>                <C>               <C>              <C>
AIM VARIABLE INSURANCE FUNDS, INC.
AIM V.I. CAPITAL APPRECIATION FUND
      Accumulation Unit Value
         Beginning of Period                                   11.31              9.61               N/A              N/A
         End of Period                                         16.13             11.31               9.61             N/A
      Accum Units o/s @ end of period                     171,824.23        119,260.64               N/A              N/A
AIM V.I. INTERNATIONAL EQUITY FUND
      Accumulation Unit Value
         Beginning of Period                                   11.51             10.10               N/A              N/A
         End of Period                                         17.59             11.51              10.10             N/A
      Accum Units o/s @ end of period                     206,083.30         67,193.18             262.97             N/A
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
GLOBAL BOND PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                   11.10              9.86               N/A              N/A
         End of Period                                         10.27             11.10               9.86             N/A
      Accum Units o/s @ end of period                      17,089.96          4,547.27               N/A              N/A
GROWTH PORTFOLIO (CLASS B)
      Accumulation Unit Value
         Beginning of Period                                     N/A               N/A               N/A              N/A
         End of Period                                         38.14               N/A               N/A              N/A
      Accum Units o/s @ end of period                     136,639.29               N/A               N/A              N/A
GROWTH & INCOME PORTFOLIO (CLASS B)
      Accumulation Unit Value
         Beginning of Period                                     N/A               N/A               N/A              N/A
         End of Period                                         31.73               N/A               N/A              N/A
      Accum Units o/s @ end of period                     164,974.93               N/A               N/A              N/A
PREMIER GROWTH PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                   15.29             10.48               N/A              N/A
         End of Period                                         19.94             15.29              10.48             N/A
      Accum Units o/s @ end of period                     113,961.76         68,418.04               N/A              N/A
QUASAR PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                   11.32             12.02              10.28            10.00
         End of Period                                         13.07             11.32              12.02            10.28
      Accum Units o/s @ end of period                      99,569.25        125,991.92          94,929.55         4,796.29
TECHNOLOGY PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                   17.87             11.07              10.54            10.00
         End of Period                                         30.97             17.87              11.07            10.54
      Accum Units o/s @ end of period                     219,615.79        204,513.12         143,999.25        15,829.55
DREYFUS VARIABLE INVESTMENT FUND
SMALL COMPANY STOCK PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                    9.79             10.55               N/A              N/A
         End of Period                                         10.67              9.79              10.55             N/A
      Accum Units o/s @ end of period                     156,175.36        137,766.01          58,659.22             N/A
DREYFUS STOCK INDEX FUND
      Accumulation Unit Value
         Beginning of Period                                   19.45             15.39              11.74            10.00
         End of Period                                         23.14             19.45              15.39            11.74
      Accum Units o/s @ end of period                     975,476.18        788,393.98         490,227.53       113,481.41
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
VIP GROWTH PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                   18.29             13.30              10.92            10.00
         End of Period                                         24.79             18.29              13.30            10.92
      Accum Units o/s @ end of period                     920,831.84        642,366.34         468,339.86       149,722.06
VIP HIGH INCOME PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                   11.93             12.65              10.90            10.00
         End of Period                                         12.73             11.93              12.65            10.90
      Accum Units o/s @ end of period                     576,557.79        302,062.09         185,484.29        55,015.77
VIP MONEY MARKET PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                   11.13             10.70              10.29            10.00
         End of Period                                         11.54             11.13              10.70            10.29
      Accum Units o/s @ end of period                   1,062,555.12        923,574.31         944,656.53       385,238.57
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
VIP II ASSET MANAGER PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                   15.01             13.23              11.12            10.00
         End of Period                                         16.44             15.01              13.23            11.12
      Accum Units o/s @ end of period                     666,289.59        514,073.22         239,825.14        56,345.46
VIP II CONTRAFUND PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                   13.02             10.15               N/A              N/A
         End of Period                                         15.95             13.02              10.15             N/A
      Accum Units o/s @ end of period                     419,876.63        212,388.21               N/A              N/A
VIP II INVESTMENT GRADE BOND PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                   12.10             11.28              10.49            10.00
         End of Period                                         11.81             12.10              11.28            10.49
      Accum Units o/s @ end of period                     407,761.56        386,026.93         221,696.39        40,777.94
VAN ECK WORLDWIDE INSURANCE TRUST
WORLDWIDE EMERGING MARKETS FUND
      Accumulation Unit Value
         Beginning of Period                                    6.03              9.28               N/A              N/A
         End of Period                                         11.90              6.03               9.28             N/A
      Accum Units o/s @ end of period                      24,026.58          3,152.89               N/A              N/A
WORLDWIDE HARD ASSETS FUND
      Accumulation Unit Value
         Beginning of Period                                    6.71              9.86              10.17            10.00
         End of Period                                          8.01              6.71               9.86            10.17
      Accum Units o/s @ end of period                      30,383.48         19,667.21          22,196.30        11,530.80

</TABLE>


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

         AIM Variable Insurance Funds

         AIM V.I. Capital Appreciation Fund                   May 5, 1993
         AIM V.I. International Equity Fund                   May 5, 1993
         Alliance Variable Products Series Fund
         Global Bond Portfolio                                July 15, 1991
         Growth Portfolio                                     September 15, 1994
         Growth and Income Portfolio                          January 14, 1991
         Premier Growth Portfolio                             June 26, 1992
         Quasar Portfolio                                     August 5, 1996
         Technology Portfolio                                 January 11, 1996
         Dreyfus Variable Investment Fund

         Small Company Stock Portfolio                        May 1, 1996
         Dreyfus Stock Index Fund                             September 29, 1989
         Fidelity Variable Insurance Products Fund
         VIP Growth Portfolio                                 October 9, 1986
         VIP High Income Portfolio                            September 19, 1985
         VIP Money Market Portfolio                           April 1, 1982
         Fidelity Variable Insurance Products Fund II
         VIP II Asset Manager Portfolio                       January 3, 1995
         VIP II Contrafund Portfolio                          January 3, 1995
         VIP II Investment Grade Bond Portfolio               December 5, 1988
         Van Eck Worldwide Insurance Trust
         Worldwide Emerging Markets Fund                      December 21, 1995
         Worldwide Hard Assets Fund                           September 1, 1989


<PAGE>




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

                     THE STATEMENT OF ADDITIONAL INFORMATION

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


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

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

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

FINANCIAL STATEMENTS

<PAGE>

                                   PROSPECTUS

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

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

Basic Value Focus Fund             High Current Income Fund
Domestic Money Market Fund         Quality Equity Fund
Global Growth Focus Fund           Small CapValue Focus Fund
Global Strategy Focus Fund         Utilities and Telecommunications Focus Fund

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

International VIP Portfolio
Low Duration VIP Portfolio

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

U.S. Large Cap Fund


<PAGE>



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

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



<PAGE>






To learn more about the  contract,  you can  obtain a copy of the  Statement  of
Additional  Information  ("SAI") dated May 1, 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)  870-1453 or
write to us at AIG Life Insurance Company,  Attention:  Variable  Products,  One
Alico Plaza, 600 King Street, Wilmington, Delaware 19801.

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

                                   May 1, 2000


<PAGE>


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

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

DEFINITIONS

FEE TABLES

CONDENSED FINANCIAL INFORMATION

THE CONTRACT

INVESTMENT OPTIONS

CHARGES AND DEDUCTIONS

ACCESS TO YOUR MONEY

ANNUITY PAYMENTS

DEATH BENEFIT

PERFORMANCE

TAXES

OTHER INFORMATION

FINANCIAL STATEMENTS

APPENDIX - CONDENSED FINANCIAL INFORMATION

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION


<PAGE>


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


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

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

Administrative  Office  -  The  Annuity  Service  Office,  c/o  Delaware  Valley
Financial Services, Inc., 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

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

Transfer Fee

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

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

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


<PAGE>


                            Annual Portfolio Expenses

                           After Waivers/Reimbursement

                     (as a percentage of average net assets)

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


                                                            Management         Other         12b-1        Total
                                                              Fees            Expenses       Fees         Expenses

Merrill Lynch Variable Series Funds
Basic Value Focus Fund                                             0.60%       0.06%         0.00%       0.66%
Domestic Money Market Fund                                         0.50%       0.05%         0.00%       0.55%
Global Growth Focus Fund                                           0.75%       0.12%         0.00%       0.87%
Global Strategy Focus Fund                                         0.65%       0.08%         0.00%       0.73%
High Current Income Fund                                           0.50%       0.02%         0.00%       0.52%
Quality Equity Fund                                                0.40%       0.09%         0.00%       0.49%
Small Cap Value Focus Fund                                         0.75%       0.06%         0.00%       0.81%
Utilities and Telecommunications Focus Fund                        0.60%       0.09%         0.00%       0.69%

Hotchkis and Wiley Variable Trust
International VIP Portfolio                                        0.75%       0.26%         0.00%       1.01%
Low Duration VIP Portfolio                                         0.46%       0.12%         0.00%       0.58%

Mercury Asset Management Master Trust (2)
U.S. Large Cap Fund                                                0.65%       0.60%         0.00%       1.25%

Alliance Variable Products Series Fund(3)
Global Dollar Government  Portfolio                                0.12%       0.83%         0.00%       0.95%
Growth Portfolio (Class B)                                         0.75%       0.12%         0.25%       1.12%
Growth and Income Portfolio (Class B)                              0.63%       0.09%         0.25%       0.97%
High-Yield Portfolio                                               0.60%       0.35%         0.00%       0.95%
Premier Growth  Portfolio                                          1.00%       0.05%         0.00%       1.05%
Quasar Portfolio                                                   0.81%       0.14%         0.00%       0.95%
Real Estate Investment  Portfolio                                  0.49%       0.46%         0.00%       0.95%
Technology  Portfolio                                              0.86%       0.09%         0.00%       0.95%
Total Return Portfolio                                             0.63%       0.23%         0.00%       0.86%
U.S. Government/High Grade Securities  Portfolio (Class B)         0.60%       0.30%         0.25%       1.15%
Worldwide Privatization Portfolio                                  0.63%       0.32%         0.00%       0.95%
</TABLE>

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

(2)  Total  annual  expenses for the  following  portfolios  before  waivers and
     reimbursement  by the Mercury Asset  Management  Master Trust's  investment
     adviser for the year ended December 31, 1999, are as follows:

        U.S. Large Cap Fund         2.83%

(3)  Total expenses for the following  portfolios  before  reimbursement  by the
     Alliance  Variable  Products Series Funds  investment  adviser for the year
     ended December 31, 1999, were as follows:

        Global Dollar Government    2.29%    Real Estate Investment    1.72%
        High Yield                  1.40%    Technology                1.12%
        Quasar                      1.19%    Worldwide Privatization   1.46%

Example

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

                                                              If you surrender after:

                                                   1 Year      3 Years       5 Years    10 Years
                                                   ------      -------       -------    --------
<S>                                                 <C>         <C>            <C>         <C>
Merrill Lynch Variable Series Funds
Basic Value Focus Fund                              $76         $111           $150        $245
Domestic Money Market Fund                           74          108            144         234
Global Growth Focus Fund                             78          118            161         267
Global Strategy Focus Fund                           76          114            153         252
High Current Income Fund                             74          107            143         231
Quality Equity Fund                                  74          106            141         227
Small Cap Value Focus Fund                           77          116            158         261
Utilities and Telecommunications Focus Fund          76          112            151         248

Hotchkis and Wiley Variable Trust
International VIP Portfolio                          79          122            168         281
Low Duration VIP  Portfolio                          75          109            146         237

Mercury Asset Management Master Trust(2)
U.S. Large Cap Fund                                  81          129            179         304

Alliance Variable Products Series Fund(3)
Global Dollar Government  Portfolio                  78          120            165         275
Growth Portfolio (Class B)                           80          125            173         291
Growth and Income Portfolio (Class B)                79          121            166         277
High-Yield Portfolio                                 78          120            165         275
Premier Growth  Portfolio                            79          123            170         285
Quasar Portfolio                                     78          120            165         275
Real Estate Investment  Portfolio                    78          120            165         275
Technology  Portfolio                                78          120            165         275
Total Return Portfolio                               78          117            160         266
U.S. Government/High Grade Securities                80          126            175         294
Portfolio (Class B)
Worldwide Privatization Portfolio                    78          120            165         275

</TABLE>

<PAGE>

<TABLE>


                                                   If you annuitize or do not surrender after:

                                                   1 Year      3 Years       5 Years    10 Years
                                                   ------      -------       -------    --------
<S>                                                 <C>         <C>            <C>         <C>
Merrill Lynch Variable Series Funds
Basic Value Focus Fund                               $22         $66         $114        $245
Domestic Money Market Fund                            20          63          108         234
Global Growth Focus Fund                              24          73          125         267
Global Strategy Focus Fund                            22          69          117         252
High Current Income Fund                              20          62          107         231
Quality Equity Fund                                   20          61          105         227
Small Cap Value Focus Fund                            23          71          122         261
Utilities and Telecommunications Focus Fund           22          67          115         248
Hotchkis and Wiley Variable Trust
International VIP Portfolio                           25          77          132         281
Low Duration VIP  Portfolio                           21          64          110         237
Mercury Asset Management Master Trust
U.S. Large Cap Fund                                   27          84          143         304
Alliance Variable Products Series Fund
Global Dollar Government  Portfolio                   24          75          129         275
Growth Portfolio (Class B)                            26          80          137         291
Growth and Income Portfolio (Class B)                 25          76          130         277
High-Yield Portfolio                                  24          75          129         275
Premier Growth  Portfolio                             25          78          134         285
Quasar Portfolio                                      24          75          129         275
Real Estate Investment  Portfolio                     24          75          129         275
Technology  Portfolio                                 24          75          129         275
Total Return Portfolio                                24          72          124         266
U.S. Government/High Grade Securities                 26          81          139         294
Portfolio (Class B)
Worldwide Privatization Portfolio                     24          75          129         275
</TABLE>

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


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

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

Historical accumulation unit values are contained in the appendix.


<PAGE>


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

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

General Description

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

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

The  contract  also has a fixed  investment  option  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
$2,000.  You may add premium  payments of $1,000 or more to your contract at any
time during the accumulation phase. You can pay scheduled  subsequent premium of
$100 or more per month by enrolling in an automatic investment plan.

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

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 a $10 transfer fee for each  transfer  over twelve in a Contract  Year.
Transfers  as a result of dollar cost  averaging  or asset  rebalancing  are not
counted against your twelve free transfers.

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

We will accept  transfers by telephone from you, your  representative  or anyone
else  designated  by you.  Neither we nor the 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.

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

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

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

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

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

Asset Rebalancing

Once your 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 Funds and Their Portfolios

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

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

Merrill Lynch Variable Series Fund, Inc.

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

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

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

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

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

Quality Equity Fund - seeks to attain high total investment return by creating a
portfolio  that  produces a high total return while  maintaining  a low level of
volatility when equity markets are declining.

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

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

Hotchkis and Wiley Variable Trust

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

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

Mercury Asset Management Master Trust

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

Alliance Variable Products Series Fund, Inc.

Global Dollar  Government  Portfolio - seeks a high level of current income and,
secondarily, capital appreciation.

Growth  Portfolio  (Class B) - seeks to  provide  long term  growth of  capital.
Current income is incidental to the Portfolio's objective.

Growth and Income  Portfolio  (Class B) - seeks  reasonable  current  income and
reasonable   opportunity  for  appreciation  through  investments  primarily  in
dividend-paying common stocks of good quality.

High-Yield Portfolio - seeks to earn the highest level of current income without
assuming  undue risk by  investing  principally  in  high-yielding  fixed income
securities  rated Baa or lower by Moody's or BBB or lower by S&P,  Duff & Phelps
or Fitch or, if unrated, of comparable quality.

Premier  Growth  Portfolio  - seeks  growth of  capital by  pursuing  aggressive
investment policies.

Quasar  Portfolio - seeks  growth of capital by pursuing  aggressive  investment
policies. Current income is incidental to the Portfolio's objective.

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

Technology Portfolio - seeks growth of capital.  Current income is incidental to
the Portfolio's objective.

Total Return Portfolio - seeks to achieve a high return through a combination of
current income and capital appreciation.

U.S.  Government/High  Grade Securities Portfolio (Class B) - seeks high current
income consistent with preservation of capital.

Worldwide Privatization Portfolio - seeks long-term capital appreciation.

The investment adviser may compensate us for providing  administration  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 in the  guaranteed
account with  interest on a daily basis at the  guaranteed  rate then in effect.
The rate of interest to be credited to the 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.


<PAGE>


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

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

Insurance Charges

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

Mortality and Expense Risk Charge

The mortality and expense risk charge is equal,  on an annual basis, to 1.25% of
the daily value of the variable  portion of your contract.  We will not increase
this  charge.  It  compensates  us for 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

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

Optional Death Benefit Charges

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

Equity Assurance Plan

         Owner's Attained Age                       Annual Charge

                  0-59                                    0.07%
                  60+                                     0.20%

Annual Ratchet Plan                                       0.10%

Accidental Death Benefit                                  0.05%

Surrender Charge

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

Premium Year           1    2     3    4    5    6     7     Thereafter
Surrender Charge       6%   6%    5%   5%   4%   3%    2%         0%

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

     (1)  the Contract Value less premium paid, or

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

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

Contract Maintenance Fee

During the accumulation phase, we will deduct a contract  maintenance fee of $30
from your contract to 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  prospectuses  for the Merrill
Lynch Variable  Series Fund,  Hotchkis and Wiley Variable  Trust,  Mercury Asset
Management  Master Trust and the Alliance  Variable Products Series Fund and are
summarized in the fee table.

Reduction or Elimination of Certain Charges and Additional Amounts Credited

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

     (1)  the size of the group;

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

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

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

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

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


<PAGE>


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

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

Generally

Contract Value is available in the following ways:

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

     o    by receiving annuity payments during the income phase;

     o    when a death benefit is paid to your beneficiary.

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

To make a surrender you must send a complete and detailed written request to our
Administrative  Office.  We will  calculate  your  surrender  as of the close of
business of the NYSE at the value next determined after we receive your request.
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. In order to initiate the program,  your Contract
Value  must  be at  least  $24,000.  A  maximum  of 10% of your  premium  may be
withdrawn in a Contract Year.

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

Systematic  withdrawals  will  begin  on the  first  scheduled  withdrawal  date
selected by you following  the date we process your  request.  In the event that
your  value in a  specified  portfolio  or the  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.  We make  annuity  payments  on a  monthly,  quarterly,
semiannual or annual basis.

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

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

Annuity Options

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

Option 1 - Life Income

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

Option 2 - Life Annuity with 10 Years Guaranteed

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

Option 3 - Joint and Last Survivor Income

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

Variable Annuity Payments

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

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

     o    the 5%  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.


<PAGE>


===================================================================
                                  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.  If you select both the annual
ratchet  plan and the  equity  assurance  plan,  the death  benefit  will be the
greatest of the  traditional  death  benefit,  the annual  ratchet  plan, or the
equity assurance plan. The accidental death benefit, if applicable, will be paid
in addition to any other benefit. All death benefit options may not be available
in all states.

Traditional Death Benefit

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

     (1)  the Contract Value;

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

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

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

Optional Death Benefits

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

     (1)  the Contract Value;

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

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

The annual ratchet plan will be in effect if:

     (1)  you select it on the application; and

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

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

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

     (1)  the Contract Value;

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

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

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

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

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

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

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

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

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

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

In determining the death benefit,  for each surrender a proportionate  reduction
will be made to each  premium paid prior to the  surrender.  The  proportion  is
determined  by dividing  the amount of the  Contract  Value  surrendered  by the
Contract Value immediately prior to the surrender.

The Equity Assurance Plan will be in effect if:

          (1)  you select it on the application;

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

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

Accidental Death Benefit

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

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

          (2)  $250,000.

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

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

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

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

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

     o    declared or undeclared war or any act thereof; or

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

The accidental death benefit will be in effect if:

          (1)  you select it on the Application; and

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

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

Payment to Beneficiary

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

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

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

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.


<PAGE>


Death of Owner After the Annuity Date

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

Death of Annuitant

Before the Annuity Date

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

After the Annuity Date

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

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

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

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

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

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

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

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

Performance information for a portfolio may be compared to:

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

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

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

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

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


<PAGE>


Individual Retirement Annuities

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

Roth IRAs

Code Section 408A provides special rules for "Roth IRAs." The basic  distinction
between a Roth IRA and a 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.


<PAGE>


Rollovers

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

Diversification and Investor Control

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

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

Withholding

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

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

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 that you will have a right to cast will be
determined as of the record date established by each portfolio.

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

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

Administration of the Contract

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

Legal Proceedings

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

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

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

Consolidated  balance sheets of AIG Life  Insurance  Company and of the variable
account are included in the SAI, which may be obtained without charge by calling
(800) 870-1453 or writing to AIG Life  Insurance  Company,  Attention:  Variable
Products,  One Alico  Plaza,  600 King Street,  Wilmington,  Delaware  19801.  A
complete set of financial statements of the company and the variable account has
been filed  electronically  with the SEC and can be obtained through its website
at http://www.sec.gov.


<PAGE>

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

                         CONDENSED FINANCIAL INFORMATION
                            ACCUMULATION UNIT VALUES*
          (for an accumulation unit outstanding throughout the period)

<TABLE>

                                                        1999               1998           1997          1996           1995
                                               ----------------------------------------------------------------------------------
                                               ----------------------------------------------------------------------------------
<S>                                             <C>                     <C>            <C>           <C>               <C>
MERRILL LYNCH VARIABLE SERIES FUND
BASIC VALUE FOCUS FUND
      Accumulation Unit Value
         Beginning of Period                           10.65                N/A             N/A           N/A            N/A
         End of Period                                 12.72              10.65             N/A           N/A            N/A
      Accum Units o/s @ end of period             499,921.42         330,863.59             N/A           N/A            N/A
DOMESTIC MONEY MARKET FUND
      Accumulation Unit Value
         Beginning of Period                           10.43                N/A             N/A           N/A            N/A
         End of Period                                 10.79              10.43             N/A           N/A            N/A
      Accum Units o/s @ end of period             106,527.64         285,074.87             N/A           N/A            N/A
GLOBAL GROWTH FOCUS FUND
      Accumulation Unit Value
         Beginning of Period                             N/A                N/A             N/A           N/A            N/A
         End of Period                                 12.99                N/A             N/A           N/A            N/A
      Accum Units o/s @ end of period              19,656.99                N/A             N/A           N/A            N/A
GLOBAL STRATEGY FOCUS FUND
      Accumulation Unit Value
         Beginning of Period                           10.73                N/A             N/A           N/A            N/A
         End of Period                                 12.84              10.73             N/A           N/A            N/A
      Accum Units o/s @ end of period              68,558.75          20,304.87             N/A           N/A            N/A
HIGH CURRENT INCOME FUND
      Accumulation Unit Value
         Beginning of Period                            9.45                N/A             N/A           N/A            N/A
         End of Period                                  9.88               9.45             N/A           N/A            N/A
      Accum Units o/s @ end of period              73,498.12          51,178.92             N/A           N/A            N/A
QUALITY EQUITY FUND
      Accumulation Unit Value
         Beginning of Period                           11.55                N/A             N/A           N/A            N/A
         End of Period                                 14.97              11.55             N/A           N/A            N/A
      Accum Units o/s @ end of period             118,296.37          60,761.56             N/A           N/A            N/A
SMALL CAP VALUE FOCUS FUND
      Accumulation Unit Value
         Beginning of Period                            8.73                N/A             N/A           N/A            N/A
         End of Period                                 11.55               8.73             N/A           N/A            N/A
      Accum Units o/s @ end of period              91,234.80          48,096.41             N/A           N/A            N/A
UTILITIES AND TELECOMMUNICATIONS FOCUS FUND
      Accumulation Unit Value
         Beginning of Period                           13.80                N/A             N/A           N/A            N/A
         End of Period                                 15.33              13.80             N/A           N/A            N/A
      Accum Units o/s @ end of period              66,695.54          34,377.78             N/A           N/A            N/A
HOTCHKIS AND WILEY VARIABLE TRUST
INTERNATIONAL VIP PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                             N/A                N/A             N/A           N/A            N/A
         End of Period                                 10.91                N/A             N/A           N/A            N/A
      Accum Units o/s @ end of period              10,868.39                N/A             N/A           N/A            N/A
LOW DURATION VIP PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                             N/A                N/A             N/A           N/A            N/A
         End of Period                                 10.07                N/A             N/A           N/A            N/A
      Accum Units o/s @ end of period               8,544.08                N/A             N/A           N/A            N/A
MERCURY ASSET MANAGEMENT MASTER TRUST
U.S. LARGE CAP FUND
      Accumulation Unit Value
         Beginning of Period                             N/A                N/A             N/A           N/A            N/A
         End of Period                                  11.98               N/A             N/A           N/A            N/A
      Accum Units o/s @ end of period                6,216.43               N/A             N/A           N/A            N/A
ALLIANCE VARIABLE PRODUCTS SERIES FUND
GLOBAL DOLLAR GOVERNMENT PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                           12.55              16.25             14.56         11.82          9.74
         End of Period                                 15.60              12.55             16.25         14.56         11.82
      Accum Units o/s @ end of period             532,628.44         636,568.44        714,986.09    469,801.08    238,452.60
GROWTH PORTFOLIO (CLASS B)
      Accumulation Unit Value
         Beginning of Period                             N/A                N/A             N/A           N/A            N/A
         End of Period                                 38.14                N/A             N/A           N/A            N/A
      Accum Units o/s @ end of period             136,639.29                N/A             N/A           N/A            N/A
GROWTH & INCOME PORTFOLIO (CLASS B)
      Accumulation Unit Value
         Beginning of Period                             N/A                N/A             N/A           N/A            N/A
         End of Period                                 31.73                N/A             N/A           N/A            N/A
      Accum Units o/s @ end of period             164,974.93                N/A             N/A           N/A            N/A
HIGH YIELD PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                            9.78              10.30             N/A           N/A            N/A
         End of Period                                  9.40               9.78             10.30         N/A            N/A
      Accum Units o/s @ end of period           2,178,459.79       1,476,993.82        106,671.96         N/A            N/A
PREMIER GROWTH PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                           33.89              23.22             17.59         14.54         10.15
         End of Period                                 44.22              33.89             23.22         17.59         14.54
      Accum Units o/s @ end of period          13,968,927.64      10,004,043.81      6,662,866.85  3,971,452.13  1,252,211.18
QUASAR PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                           11.65              12.37             10.58         10.00          N/A
         End of Period                                 13.45              11.65             12.37         10.58          N/A
      Accum Units o/s @ end of period           5,239,451.80       5,595,694.29      3,991,205.09    649,902.74          N/A
REAL ESTATE INVESTMENT PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                            9.71              12.16              N/A          N/A            N/A
         End of Period                                  9.09               9.71             12.16         N/A            N/A
      Accum Units o/s @ end of period           1,173,826.98       1,323,433.94        936,389.36         N/A            N/A
TECHNOLOGY PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                           18.47              11.43             10.89         10.00          N/A
         End of Period                                 32.00              18.47             11.43         10.89          N/A
      Accum Units o/s @ end of period           8,948,085.57       5,670,473.44      4,818,385.19  2,127,691.68          N/A
TOTAL RETURN PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                           18.42              15.97             13.37         11.78         9.65
         End of Period                                 19.35              18.42             15.97         13.37        11.78
      Accum Units o/s @ end of period           3,271,109.60       2,427,810.67      1,780,440.77  1,155,818.92   328,256.04
U.S. GOVERNMENT/HIGH GRADE SECURITIES
   PORTFOLIO (CLASS B)
      Accumulation Unit Value
         Beginning of Period                             N/A                N/A             N/A           N/A            N/A
         End of Period                                 12.29                N/A             N/A           N/A            N/A
      Accum Units o/s @ end of period             102,108.55                N/A             N/A           N/A            N/A
WORLDWIDE PRIVATIZATION PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                           15.32              14.02             12.84         10.99         10.05
         End of Period                                 24.00              15.32             14.02         12.84         10.99
      Accum Units o/s @ end of period           2,092,530.42       2,399,048.01      2,391,217.59  1,135,168.22    394,704.27
</TABLE>
<PAGE>
                          CONDENSED FINANCIAL INFORMATION
                            ACCUMULATION UNIT VALUES*
          (for an accumulation unit outstanding throughout the period)
                                  (continued)
<TABLE>



                                                      1994     1993      1992
                                                -------------------------------
                                                -------------------------------
<S>                                                 <C>      <C>      <C>
MERRILL LYNCH VARIABLE SERIES FUND
BASIC VALUE FOCUS FUND
      Accumulation Unit Value
         Beginning of Period                        N/A        N/A     N/A
         End of Period                              N/A        N/A     N/A
      Accum Units o/s @ end of period               N/A        N/A     N/A
DOMESTIC MONEY MARKET FUND
      Accumulation Unit Value
         Beginning of Period                        N/A        N/A     N/A
         End of Period                              N/A        N/A     N/A
      Accum Units o/s @ end of period               N/A        N/A     N/A
GLOBAL GROWTH FOCUS FUND
      Accumulation Unit Value
         Beginning of Period                        N/A        N/A     N/A
         End of Period                              N/A        N/A     N/A
      Accum Units o/s @ end of period               N/A        N/A     N/A
GLOBAL STRATEGY FOCUS FUND
      Accumulation Unit Value
         Beginning of Period                        N/A        N/A     N/A
         End of Period                              N/A        N/A     N/A
      Accum Units o/s @ end of period               N/A        N/A     N/A
HIGH CURRENT INCOME FUND
      Accumulation Unit Value
         Beginning of Period                        N/A        N/A     N/A
         End of Period                              N/A        N/A     N/A
      Accum Units o/s @ end of period               N/A        N/A     N/A
QUALITY EQUITY FUND
      Accumulation Unit Value
         Beginning of Period                        N/A        N/A     N/A
         End of Period                              N/A        N/A     N/A
      Accum Units o/s @ end of period               N/A        N/A     N/A
SMALL CAP VALUE FOCUS FUND
      Accumulation Unit Value
         Beginning of Period                        N/A        N/A     N/A
         End of Period                              N/A        N/A     N/A
      Accum Units o/s @ end of period               N/A        N/A     N/A
UTILITIES AND TELECOMMUNICATIONS FOCUS FUND
      Accumulation Unit Value
         Beginning of Period                        N/A        N/A     N/A
         End of Period                              N/A        N/A     N/A
      Accum Units o/s @ end of period               N/A        N/A     N/A
HOTCHKIS AND WILEY VARIABLE TRUST
INTERNATIONAL VIP PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                        N/A        N/A     N/A
         End of Period                              N/A        N/A     N/A
      Accum Units o/s @ end of period               N/A        N/A     N/A
LOW DURATION VIP PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                        N/A        N/A     N/A
         End of Period                              N/A        N/A     N/A
      Accum Units o/s @ end of period               N/A        N/A     N/A
MERCURY ASSET MANAGEMENT MASTER TRUST
U.S. LARGE CAP FUND
      Accumulation Unit Value
         Beginning of Period                        N/A        N/A     N/A
         End of Period                              N/A        N/A     N/A
      Accum Units o/s @ end of period               N/A        N/A     N/A
ALLIANCE VARIABLE PRODUCTS SERIES FUND
GLOBAL DOLLAR GOVERNMENT PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                         10.00      N/A     N/A
         End of Period                                9.74      N/A     N/A
      Accum Units o/s @ end of period            69,320.82      N/A     N/A
GROWTH PORTFOLIO (CLASS B)
      Accumulation Unit Value
         Beginning of Period                         10.00      N/A     N/A
         End of Period                               10.48      N/A     N/A
      Accum Units o/s @ end of period           467,688.06      N/A     N/A
GROWTH & INCOME PORTFOLIO (CLASS B)
      Accumulation Unit Value
         Beginning of Period                         11.88      10.78    10.00
         End of Period                               11.67      11.88    10.78
      Accum Units o/s @ end of period           438,680.32  28,041.82   800.00
HIGH YIELD PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                         N/A        N/A     N/A
         End of Period                               N/A        N/A     N/A
      Accum Units o/s @ end of period                N/A        N/A     N/A
PREMIER GROWTH PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                         11.13      10.00    10.00
         End of Period                               10.15      11.13    10.00
      Accum Units o/s @ end of period           223,550.22  35,271.53  2081.43
QUASAR PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                         N/A        N/A      N/A
         End of Period                               N/A        N/A      N/A
      Accum Units o/s @ end of period                N/A        N/A      N/A
REAL ESTATE INVESTMENT PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                         N/A        N/A      N/A
         End of Period                               N/A        N/A      N/A
      Accum Units o/s @ end of period                N/A        N/A      N/A
TECHNOLOGY PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                         N/A        N/A      N/A
         End of Period                               N/A        N/A      N/A
      Accum Units o/s @ end of period                N/A        N/A      N/A
TOTAL RETURN PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                        10.00       N/A       N/A
         End of Period                               9.65       N/A       N/A
      Accum Units o/s @ end of period           34,684.53       N/A       N/A
U.S. GOVERNMENT/HIGH GRADE SECURITIES
   PORTFOLIO (CLASS B)
      Accumulation Unit Value
         Beginning of Period                         N/A        N/A      N/A
         End of Period                               N/A        N/A      N/A
      Accum Units o/s @ end of period                N/A        N/A      N/A
WORLDWIDE PRIVATIZATION PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                         10.00      N/A      N/A
         End of Period                               10.05      N/A      N/A
      Accum Units o/s @ end of period           105,674.08      N/A      N/A


</TABLE>



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

        Merrill Lynch Variable Series Fund
        Basic Value Focus Fund                          July 1, 1993
        Domestic Money Market Fund                      February 20, 1992
        Global  Growth Focus Fund                       June 5, 1998
        Global  Strategy  Focus Fund                    February 28, 1992
        High Current  Income Fund                       April 20, 1982
        Quality Equity  Fund                            April 20,  1982
        Small Cap Value  Focus Fund                     April 20, 1982
        Utilities and Telecommunicatins Focus Fund      July 1, 1993

        Hotchkis and Wiley  Variable  Trust
        International  VIP Portfolio                    June 10, 1998
        Low Duration VIP Portfolio                      March 18, 1998

        Mercury Asset  Management  Master Trust
        U.S.  Large Cap Fund                            April 30, 1999

        Alliance  Variable  Products Series  Fund
        Global  Dollar  Government  Portfolio           May 2, 1994
        Growth Portfolio                                September 15, 1994
        Growth and Income  Portfolio                    January 14, 1991
        High Yield  Portfolio                           October 27, 1997
        Premier  Growth  Portfolio                      June 26, 1992
        Quasar  Portfolio                               August 5, 1996
        Real Estate  Investment Portfolio               January 9, 1997
        Technology  Portfolio                           January 11, 1996
        Total Return  Portfolio                         December  28,  1992
        U.S. Government/High Grade Securities Portfolio September  17,  1992
        Worldwide Privatization Portfolio               January 11, 1996


<PAGE>



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

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


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

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

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

FINANCIAL STATEMENTS

<PAGE>

                               PROFILE PROSPECTUS


                                   MAY 1, 2000


                              INDIVIDUAL AND GROUP
                      SINGLE AND FLEXIBLE PURCHASE PAYMENT

                           VARIABLE ANNUITY CONTRACTS

                                    issued by

                           AIG LIFE INSURANCE COMPANY

                                   through its

                               VARIABLE ACCOUNT I

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

You can  allocate  your money among the  eighteen  variable  investment  options
listed below and one fixed investment option. The fixed investment option is our
guaranteed  account  which earns a minimum of 3% interest for  flexible  premium
contracts and 4% for single premium contracts.  The variable  investment options
are portfolios of the AIM Variable  Insurance  Funds,  Inc.,  Alliance  Variable
Products Series Fund,  Inc.,  Dreyfus Variable  Investment  Fund,  Dreyfus Stock
Index  Fund,  Fidelity  Variable  Insurance  Products  Fund,  Fidelity  Variable
Insurance Products Fund II and Van Eck Worldwide Insurance Trust.

         AIM Variable Insurance Funds, Inc.

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

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







<PAGE>



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

         Dreyfus Stock Index Fund

         (managed  by The Dreyfus  Corporation  and Mellon  Equity  Corporation
         Associates)

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

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

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


To learn more about the  contract,  you can  obtain a copy of the  Statement  of
Additional  Information  ("SAI") dated May 1, 2000.  The SAI has been filed with
the Securities and Exchange  Commission ("SEC") and is incorporated by reference
into this prospectus.  The table of contents of the SAI appears on the last page
of this  prospectus.  For a free copy of the SAI,  call us at (800)  255-8402 or
write to us at AIG Life Insurance Company,  Attention:  Variable  Products,  One
Alico Plaza, 600 King Street, Wilmington, Delaware 19801.

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


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

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




<PAGE>



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

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

DEFINITIONS

FEE TABLES

CONDENSED FINANCIAL INFORMATION

THE CONTRACT

INVESTMENT OPTIONS

CHARGES AND DEDUCTIONS

ACCESS TO YOUR MONEY

ANNUITY PAYMENTS

DEATH BENEFIT

PERFORMANCE

TAXES

OTHER INFORMATION

FINANCIAL STATEMENTS

APPENDIX  - CONDENSED FINANCIAL INFORMATION

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

                                                         3


<PAGE>



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

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

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

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

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

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

Annuity Date - The date on which annuity payments begin.

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

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

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

Contract Year - Each period of twelve months  commencing with the date we issued
your contract.  For single purchase  payment  contracts,  Contribution  Year and
Contract Year are the same.

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

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

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

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




<PAGE>



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

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

                                            Owner Transaction Expenses

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

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

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

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

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

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

                                                         5


<PAGE>




                            Annual Portfolio Expenses
                           After Waiver/Reimbursement
<TABLE>

                                                                                   Other                  Total
                                                                Fees             Expenses(1)            Expenses

AIM Variable Insurance Funds
<S>                                                              <C>                  <C>                 <C>
AIM V.I. Capital Appreciation Fund                               0.62%                0.11%               0.73%
AIM V.I. International Equity Fund                               0.75%                0.22%               0.97%
Alliance Variable Products Series Fund(2)

Global Bond Portfolio                                            0.65%                0.25%               0.90%
Growth Portfolio                                                 0.75%                0.09%               0.84%
Growth and Income  Portfolio                                     0.63%                0.08%               0.71%
Premier Growth  Portfolio                                        1.00%                0.05%               1.05%
Quasar  Portfolio                                                0.81%                0.14%               0.95%
Technology  Portfolio                                            0.86%                0.09%               0.95%
Dreyfus Variable Investment Fund
Small Company Stock Portfolio                                    0.75%                0.22%               0.97%
Dreyfus Stock Index Fund                                         0.25%                0.01%               0.26%
Fidelity Variable Insurance Products Fund(3)

VIP Growth  Portfolio                                            0.59%                0.06%               0.65%
VIP High Income Portfolio                                        0.58%                0.11%               0.69%
VIP Money Market Portfolio                                       0.18%                0.09%               0.27%
Fidelity Variable Insurance Products Fund II(4)

VIP II Asset Manager Portfolio                                   0.53%                0.09%               0.62%
VIP II Contrafund  Portfolio                                     0.58%                0.07%               0.65%
VIP II Investment Grade Bond  Portfolio                          0.43%                0.11%               0.54%

Van Eck Worldwide Insurance Trust(5)

Worldwide Emerging Markets Fund                                  1.00%                0.34%               1.34%

Worldwide Hard Assets Fund                                       1.00%                0.26%               1.26%
</TABLE>


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




<PAGE>




(2)      Total  expenses  for  the  following   portfolios  before  waivers  and
         reimbursement   by  the  Alliance   Variable   Products  Series  Fund's
         investment  adviser  for the year  ended  December  31,  1999,  were as
         follows:

                  Global Bond Portfolio                                1.04%
                  Quasar Portfolio                                     1.19%
                  Technology Portfolio                                 1.12%

(3)      Total expenses for the following  portfolios  before  reimbursement  by
         Fidelity Variable  Insurance Products Fund's investment adviser for the
         year ended December 31, 1999, were as follows:

                  VIP Growth Portfolio                                 0.66%

(4)      Total expenses for the following  portfolios  before  reimbursement  by
         Fidelity Variable  Insurance  Products Fund II's investment adviser for
         the year ended December 31, 1999, were as follows:

                  VIP II Asset Manager Portfolio                       0.64%
                  VIP II Contrafund Portfolio                          0.67%

(5)      Total expenses for the following portfolios before reimbursement by Van
         Eck Worldwide  Insurance Trust's  investment adviser for the year ended
         December 31, 1999, were as follows:

                  Worldwide Emerging Markets Fund                      1.54%







<PAGE>




Example

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

                                                                       If you withdraw after:

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

AIM Variable Insurance Funds
<S>                                                        <C>         <C>                <C>              <C>
AIM V.I. Capital Appreciation Fund                         $78         $108               $138             $252
AIM V.I. International Equity Fund                          80          115               150               277
Alliance Variable Products Series Fund
Global Bond Portfolio                                       79          113               147               270
Growth Portfolio                                            79          111               144               264
Growth and Income Portfolio                                 78          107               137               250
Premier Growth Portfolio                                    81          117               154               285
Quasar Portfolio                                            80          114               149               275
Technology Portfolio                                        80          114               149               275
Dreyfus Variable Investment Fund
Small Company Stock Portfolio                               80          115               150               277
Dreyfus Stock Index Fund                                    73           94               114               203
Fidelity Variable Insurance Products Fund
VIP Growth Portfolio                                        77          105               134               244
VIP High Income Portfolio                                   77          106               136               248
VIP Money Market  Portfolio                                 73           94               115               204
Fidelity Variable Insurance Products Fund II

VIP II Asset Manager Portfolio                              77          104               133               241
VIP II Contrafund Portfolio                                 77          105               134               244
VIP II Investment Grade Bond  Portfolio                     76          102               129               233
Van Eck Worldwide Insurance Trust
Worldwide Emerging Markets Fund                             83          125               168               313
Worldwide Hard Assets Fund                                  83          123               164               305

</TABLE>




<PAGE>




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

                                                                       If you withdraw after:

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

AIM Variable Insurance Funds
<S>                                                    <C>           <C>                 <C>                 <C>
AIM V.I. Capital Appreciation Fund                         $76         $105              $135              $252
AIM V.I. International Equity Fund                          79          112               148               277
Alliance Variable Products Series Fund
Global Bond Portfolio                                       78          110               144               270
Growth Portfolio                                            77          108               141               264
Growth and Income Portfolio                                 76          104               134               250
Premier Growth Portfolio                                    79          114               152               285
Quasar Portfolio                                            78          111               147               275
Technology Portfolio                                        78          111               147               275
Dreyfus Variable Investment Fund
Small Company Stock Portfolio                               79          112               148               277
Dreyfus Stock Index Fund                                    71           90               111               203
Fidelity Variable Insurance Products Fund
VIP Growth Portfolio                                        75          102               131               244
VIP High Income Portfolio                                   76          103               133               248
VIP Money Market  Portfolio                                 72            90              112               204
Fidelity Variable Insurance Products Fund II

VIP II Asset Manager Portfolio                              75          101               130               241
VIP II Contrafund Portfolio                                 75          102               131               244
VIP II Investment Grade Bond  Portfolio                     74           99               126               233
Van Eck Worldwide Insurance Trust
Worldwide Emerging Markets Fund                             82          123               166               313
Worldwide Hard Assets Fund                                  82          120               162               305

</TABLE>




<PAGE>



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

                                                         If you annuitize or you
do not withdraw after:

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

AIM Variable Insurance Funds
<S>                                                        <C>         <C>               <C>               <C>
AIM V.I. Capital Appreciation Fund                         $22         $69               $117              $252
AIM V.I. International Equity Fund                          25          76                130               277
Alliance Variable Products Series Fund
Global Bond Portfolio                                       24          74                126               270
Growth Portfolio                                            23          72                123               264
Growth and Income Portfolio                                 22          68                116               250
Premier Growth Portfolio                                    25          78                134               285
Quasar Portfolio                                            24          75                129               275
Technology Portfolio                                        24          75                129               275
Dreyfus Variable Investment Fund
Small Company Stock Portfolio                               25          76                130               277
Dreyfus Stock Index Fund                                    17          54                  93              203
Fidelity Variable Insurance Products Fund
VIP Growth Portfolio                                        21          66                113               244
VIP High Income Portfolio                                   22          67                115               248
VIP Money Market  Portfolio                                 18          54                 94               204
Fidelity Variable Insurance Products Fund II
VIP II Asset Manager Portfolio                              21          65                112               241
VIP II Contrafund Portfolio                                 22          66                113               244
VIP II Investment Grade Bond  Portfolio                     20          63                108               233
Van Eck Worldwide Insurance Trust
Worldwide Emerging Markets Fund                             28          87                148               313
Worldwide Hard Assets Fund                                  28          84                144               305
</TABLE>

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

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

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

Historical accumulation unit values are contained in the Appendix.



<PAGE>



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

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

General Description

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

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

The contract also has a fixed investment  option.  The guaranteed option account
is a fixed interest option that is part of our general  account.  Any portion of
the purchase payment you allocate to the guaranteed option will earn interest at
a fixed rate that we set. We guarantee the interest rate will never be less than
3% for flexible  purchase  payment  contracts and 4% for single purchase payment
contracts.  Your Contract  Value in the  guaranteed  option  account  during the
accumulation  phase will  depend on the total  interest  we  credit.  During the
income  phase,  each annuity  payment you receive from the fixed portion of your
contract will be for the same amount.

Purchasing a Contract

A purchase  payment is the money you give us as payment to buy the contract,  as
well as any additional money you give us to invest in the contract after you own
it. The minimum initial  investment is $5,000 for a  non-qualified  contract and
$2,000  for a  qualified  contract.  If  you  own a  flexible  purchase  payment
contract,  you may add purchase  payments of $1,000 or more to your  contract at
any time during the accumulation phase.

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




<PAGE>



Allocation of Purchase Payment

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

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

Right to Examine Contract

If you change your mind about owning this  contract,  you can cancel it within a
specified time frame after receiving it by mailing it back to our Administrative
Office:  Delaware  Valley  Financial  Services,  Inc., 300 Berwyn Park, P.O. Box
3031,  Berwyn,  PA  19312-0031.  The specified time frame is ten days for single
purchase  payment  contracts  and  twenty  days for  flexible  purchase  payment
contracts  (or longer if required by state law).  You will receive your Contract
Value on the day we  receive  your  request  which  may be more or less than the
money you initially invested.

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

Accumulation Units

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

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




<PAGE>



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

Transfers During the Accumulation Phase

You can transfer  money among the  investment  options by written  request or by
telephone.  You can make twelve  transfers  every Contract Year without  charge.
There is a $10 transfer fee for each transfer over twelve in a Contract Year. We
may reject any more than twelve transfer requests in any Contract Year.

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

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

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

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

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

Variable Investment Options

Variable Account I

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

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




<PAGE>



gains or losses  arising  out of any of our  other  business.  As a result,  the
investment  performance of each  subaccount of the variable  account is entirely
independent  of the  investment  performance  of our general  account and of any
other of our variable accounts.

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


The Funds and Their Portfolios

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

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

AIM Variable Insurance Funds, Inc.

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

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

Alliance Variable Products Series Fund, Inc.

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




<PAGE>



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

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

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

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

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

Dreyfus Variable Investment Fund

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

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

Fidelity Variable Insurance Products Fund (VIP)

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




<PAGE>



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

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

Fidelity Variable Insurance Products Fund II (VIP II)

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

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

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

Van Eck Worldwide Insurance Trust

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

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





<PAGE>



Fixed Investment Option

The General Account

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

The Guaranteed Account Option

The  guaranteed  account  is a fixed  interest  option.  We credit  money in the
guaranteed account with interest on a daily basis at the guaranteed rate then in
effect.  The rate of  interest  to be  credited  to the  guaranteed  account  is
determined wholly within our discretion.  However,  the rate will not be changed
more than  once per  year.  The  interest  rate  will  never be less than 3% for
flexible   purchase  payment  contracts  and  4%  for  single  purchase  payment
contracts.

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

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

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

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

Insurance Charges

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

Mortality and Expense Risk Charge

The mortality and expense risk charge is equal,  on an annual basis, to 1.25% of
the daily value of the variable  portion of your contract.  We will not increase
this charge. It compensates us for our obligation to make annuity  payments,  to
provide the death benefit, and for assuming the risk that




<PAGE>



current  charges  will be  insufficient  in the  future  to  cover  the  cost of
administering  the  contract.   If  the  charges  under  the  contract  are  not
sufficient,  we will bear the loss. If the charges are sufficient,  we will keep
the balance of this charge as profit.

Administrative Charge

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

Deferred Sales Charge

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

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

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

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

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

Contract Maintenance Fee

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




<PAGE>



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

Premium Taxes

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

Income Taxes

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

Fund Expenses

There are  deductions  from and  expenses  paid out of the assets of the various
portfolios. These charges are described in the prospectuses for the AIM Variable
Insurance Funds,  Inc.,  Alliance Variable  Products Series Fund, Inc.,  Dreyfus
Variable  Investment Fund, Dreyfus Stock Index Fund, Fidelity Variable Insurance
Products  Fund,  Fidelity  Variable  Insurance  Products  Fund  II,  and Van Eck
Worldwide Insurance Trust and are summarized in the fee table.

Reduction or Elimination of Certain Charges and Additional Amounts Credited

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

     (1)  the size of the group;

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

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

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





<PAGE>



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

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

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

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

Generally

Contract Value is available in the following ways:

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

     o    by receiving annuity payments during the income phase;

     o    when a death benefit is paid to your beneficiary.

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

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

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

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

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





<PAGE>



     o    trading on the NYSE is restricted;

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

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

Systematic Withdrawal Program

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

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

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

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

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

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




<PAGE>




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

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

Generally

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

You select the  Annuity  Date,  which must be the first day of a month.  You may
change the Annuity Date at least 30 days before payments are to begin.  However,
annuity  payments must begin by the later of an Annuitant's 85th birthday or the
tenth Contract  Anniversary.  Certain  states may require that annuity  payments
begin prior to such date and we will comply with those requirements.

The Annuitant is the person on whose life annuity payments are based. If you are
not the  Annuitant  and the  Annuitant  dies  before the Annuity  Date,  a death
benefit will be paid.

Annuity Options

The contract offers three annuity options described below. Other annuity options
may be made available,  including other guarantee  periods and options with life
contingencies,  subject  to our  discretion.  If you do not  choose  an  annuity
option,  annuity payments will be made in accordance with option 2 for 10 years.
If the  annuity  payments  are for joint  lives,  then we will make  payments in
accordance  with option 3. Where  permitted by state law, we may pay the annuity
in one lump sum if your Contract  Value is less than $2,000.  Likewise,  if your
annuity  payments  would be less than $100 a month,  we have the right to change
the  frequency of your payment to be on a semiannual or annual basis so that the
payments  are at least  $100.  We will make  annuity  payments  to you or to the
Annuitant unless you designate another person to receive them. In that case, you
must notify us in writing at least thirty days before the Annuity Date. You will
remain fully responsible for any taxes related to the annuity payments.

Option 1 - Life Income

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

Option 2 - Life Annuity with 10 Years Guaranteed

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



<PAGE>



all guaranteed payments have been made, the rest will be paid to the beneficiary
for the remainder of the period.

Option 3 - Joint and Last Survivor Income

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

Variable Annuity Payments

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

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

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

     o    the performance of the portfolios you selected;

     o    the annuity option you selected.

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

Transfers During Income Phase

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

Deferment of Payments

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




<PAGE>



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

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

Death of Annuitant Before the Annuity Date

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

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

     (2)  the Contract Value; and

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

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

Payment of the Death Benefit

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

Death of Owner

Before the Annuity Date

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

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

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





<PAGE>



After the Annuity Date

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

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

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

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

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

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

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

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




<PAGE>



Performance information for a portfolio may be compared to:

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

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

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

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

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

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

Introduction

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

Annuity Contracts in General

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




<PAGE>



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

Tax Treatment of Distributions -- Non-qualified Contracts

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

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

     (2)  to your beneficiary after you die;

     (3)  after you become disabled;

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

     (5)  under an immediate annuity.

Assignments

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

Gifts of Contracts

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

Contracts Owned by Non-Natural Persons

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




<PAGE>



owner,  such as a trust or other entity acting as an agent for a natural person,
and in other limited circumstances.

Distribution at Death Rules

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

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

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

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

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

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

Section 1035 Exchanges

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

Tax Treatment of Distributions -- Qualified Contracts

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

o        Individual Retirement Annuities ("IRAs");

o        Roth IRAs;





<PAGE>



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

     o    Keogh Plans; and

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

Withdrawals in General

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

Individual Retirement Annuities

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

Roth IRAs

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




<PAGE>



403(b) Plans

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

Rollovers

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

Diversification and Investor Control

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

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




<PAGE>



Withholding

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

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

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

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

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

AIG Life Insurance Company

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

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

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




<PAGE>



not reflect the investment  performance of the variable account or the degree of
risk associated with an investment in the variable account.

Ownership

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

Voting Rights

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

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

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

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

Distribution of the Contract

Our affiliate, AIG Equity Sales Corp. ("AIGESC"),  80 Pine Street, New York, New
York,  acts  as  the  distributor  of the  contract.  AIGESC  is a  wholly-owned
subsidiary  of AIG.  Commissions  not to exceed 7% of purchase  payments will be
paid to entities  which sell the contract.  Additional  payments may be made for
other services not directly related to the sale of the




<PAGE>



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

Under the Glass-Steagall Act and other laws, certain banking institutions may be
prohibited from distributing  variable annuity  contracts.  If a bank were to be
prohibited from performing  certain agency or  administrative  services and from
receiving  fees from AIGESC,  Owners who  purchased  contracts  through the bank
would be permitted to retain their  contracts and alternate  means for servicing
those Owners would be sought.  It is not  expected,  however,  that Owners would
suffer any loss of services or adverse financial consequences as a result of any
of these occurrences.

Administration of the Contract

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

Legal Proceedings

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

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

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

Consolidated  balance sheets of AIG Life  Insurance  Company and of the variable
account are included in the SAI which may be obtained  without charge by calling
(800) 255-8402 or writing to AIG Life  Insurance  Company,  Attention:  Variable
Products,  One Alico  Plaza,  600 King Street,  Wilmington,  Delaware  19801.  A
complete set of financial statements of the company and the variable account has
been filed  electronically  with the SEC and can be obtained through its website
at http://www.sec.gov.




<PAGE>



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

                         CONDENSED FINANCIAL INFORMATION
                            ACCUMULATION UNIT VALUES*
          (for an accumulation unit outstanding throughout the period)


<TABLE>

                                                             1999                 1998                  1997                1996
                                                     -----------------------------------------------------------------------------
                                                     -----------------------------------------------------------------------------
<S>                                                               <C>                   <C>               <C>               <C>
AIM VARIABLE INSURANCE FUNDS, INC.
AIM V.I. CAPITAL APPRECIATION FUND
      Accumulation Unit Value
         Beginning of Period                                      11.31                 9.61                N/A              N/A
         End of Period                                            16.13                11.31                9.61             N/A
      Accum Units o/s @ end of period                        171,824.23           119,260.64                N/A              N/A
AIM V.I. INTERNATIONAL EQUITY FUND
      Accumulation Unit Value
         Beginning of Period                                      11.51                10.10                N/A              N/A
         End of Period                                            17.59                11.51               10.10             N/A
      Accum Units o/s @ end of period                        206,083.30            67,193.18              262.97             N/A
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
GLOBAL BOND PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                      11.10                 9.86                N/A              N/A
         End of Period                                            10.27                11.10                9.86             N/A
      Accum Units o/s @ end of period                         17,089.96             4,547.27                N/A              N/A
GROWTH PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                      19.92                15.69               12.24            10.00
         End of Period                                            26.41                19.92               15.69            12.24
      Accum Units o/s @ end of period                        401,094.74           439,478.47          333,114.57       123,814.87
GROWTH & INCOME PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                      17.95                15.06               11.85            10.00
         End of Period                                            19.71                17.95               15.06            11.85
      Accum Units o/s @ end of period                        620,940.44           913,812.35          547,915.82       116,342.75
PREMIER GROWTH PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                      15.29                10.48                N/A              N/A
         End of Period                                            19.94                15.29               10.48             N/A
      Accum Units o/s @ end of period                        113,961.76            68,418.04                N/A              N/A
QUASAR PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                      11.32                12.02               10.28            10.00
         End of Period                                            13.07                11.32               12.02            10.28
      Accum Units o/s @ end of period                         99,569.25           125,991.92           94,929.55         4,796.29
TECHNOLOGY PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                      17.87                11.07               10.54            10.00
         End of Period                                            30.97                17.87               11.07            10.54
      Accum Units o/s @ end of period                        219,615.79           204,513.12          143,999.25        15,829.55
DREYFUS VARIABLE INVESTMENT FUND
SMALL COMPANY STOCK PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                       9.79                10.55                N/A              N/A
         End of Period                                            10.67                 9.79               10.55             N/A
      Accum Units o/s @ end of period                        156,175.36           137,766.01           58,659.22             N/A
DREYFUS STOCK INDEX FUND
      Accumulation Unit Value
         Beginning of Period                                      19.45                15.39               11.74            10.00
         End of Period                                            23.14                19.45               15.39            11.74
      Accum Units o/s @ end of period                        975,476.18           788,393.98          490,227.53       113,481.41
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
VIP GROWTH PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                      18.29                13.30              10.92            10.00
         End of Period                                            24.79                18.29              13.30            10.92
      Accum Units o/s @ end of period                        920,831.84           642,366.34         468,339.86       149,722.06
VIP HIGH INCOME PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                      11.93                12.65               10.90            10.00
         End of Period                                            12.73                11.93               12.65            10.90
      Accum Units o/s @ end of period                        576,557.79           302,062.09          185,484.29        55,015.77
VIP MONEY MARKET PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                      11.13                10.70               10.29            10.00
         End of Period                                            11.54                11.13               10.70            10.29
      Accum Units o/s @ end of period                      1,062,555.12           923,574.31          944,656.53       385,238.57
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
VIP II ASSET MANAGER PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                      15.01                13.23               11.12            10.00
         End of Period                                            16.44                15.01               13.23            11.12
      Accum Units o/s @ end of period                        666,289.59           514,073.22          239,825.14        56,345.46
VIP II CONTRAFUND PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                      13.02                10.15                N/A              N/A
         End of Period                                            15.95                13.02               10.15             N/A
      Accum Units o/s @ end of period                        419,876.63           212,388.21                N/A              N/A
VIP II INVESTMENT GRADE BOND PORTFOLIO
      Accumulation Unit Value
         Beginning of Period                                      12.10                11.28               10.49            10.00
         End of Period                                            11.81                12.10               11.28            10.49
      Accum Units o/s @ end of period                        407,761.56           386,026.93          221,696.39        40,777.94
VAN ECK WORLDWIDE INSURANCE TRUST
WORLDWIDE EMERGING MARKETS FUND
      Accumulation Unit Value
         Beginning of Period                                       6.03                 9.28                N/A              N/A
         End of Period                                            11.90                 6.03                9.28             N/A
      Accum Units o/s @ end of period                         24,026.58             3,152.89                N/A              N/A
WORLDWIDE HARD ASSETS FUND
      Accumulation Unit Value
         Beginning of Period                                       6.71                 9.86               10.17            10.00
         End of Period                                             8.01                 6.71                9.86            10.17
      Accum Units o/s @ end of period                         30,383.48            19,667.21           22,196.30        11,530.80



</TABLE>



<PAGE>



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

         AIM Variable Insurance Funds

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





<PAGE>


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

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


GENERAL INFORMATION
         AIG Life Insurance Company
         Independent Accountants
         Legal Counsel
         Distributor

CALCULATION OF PERFORMANCE DATA
         Yield and Effective Yield Quotations for the
              Money Market Subaccount

         Yield Quotations for Other Subaccounts
         Total Return Quotations
         Non-Standardized Performance Data

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

FINANCIAL STATEMENTS





<PAGE>

                               GALLERY PROSPECTUS


                                   MAY 1, 2000


                              INDIVIDUAL AND GROUP
                      SINGLE AND FLEXIBLE PURCHASE PAYMENT

                           VARIABLE ANNUITY CONTRACTS

                                    issued by

                           AIG LIFE INSURANCE COMPANY

                                   through its

                               VARIABLE ACCOUNT I

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

You can  allocate  your money among the  eighteen  variable  investment  options
listed below and one fixed investment option. The fixed investment option is our
guaranteed  account  which earns a minimum of 3% interest for  flexible  premium
contracts and 4% for single premium contracts.  The variable  investment options
are portfolios of the Alliance Variable Products Series Fund, Inc.

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

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


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



<PAGE>

call  us at  (800)  255-8402  or  write  to us at AIG  Life  Insurance  Company,
Attention:  Variable  Products,  One Alico Plaza,  600 King Street,  Wilmington,
Delaware 19801.


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

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

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



<PAGE>

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

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

DEFINITIONS

FEE TABLES

CONDENSED FINANCIAL INFORMATION

THE CONTRACT

INVESTMENT OPTIONS

CHARGES AND DEDUCTIONS

ACCESS TO YOUR MONEY

ANNUITY PAYMENTS

DEATH BENEFIT

PERFORMANCE

TAXES

OTHER INFORMATION

FINANCIAL STATEMENTS

APPENDIX  - CONDENSED FINANCIAL INFORMATION

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION



<PAGE>

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

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

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

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

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

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

Annuity Date - The date on which annuity payments begin.

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

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

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

Contract Year - Each period of twelve months  commencing with the date we issued
your contract.  For single purchase  payment  contracts,  Contribution  Year and
Contract Year are the same.

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

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

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

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



<PAGE>

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

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

                                            Owner Transaction Expenses

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

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

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

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

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

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




<PAGE>


                            Annual Portfolio Expenses
                           After Waivers/Reimbursement
<TABLE>

                                                         Management          Other          Total
                                                             Fees         Expenses(1)    Expenses


Alliance Variable Products Series Funds(2)
<S>                                                            <C>               <C>          <C>
Conservative Investors Portfolio                               0.70%             0.25%        0.95%
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 & Income Portfolio                                      0.63%             0.08%        0.71%
Growth Investors Portfolio                                     0.55%             0.40%        0.95%
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%
Short-Term Multi-Market Portfolio                              0.55%             0.40%        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  prospectuses for
     the Alliance Variable Products Series Funds.

(2)  Total   expenses  for  the   following   portfolios   before   waivers  and
     reimbursement by the Alliance  Variable  Products Series Fund's  investment
     adviser for the year ended December 31, 1999, were as follows:

                  Conservative Investors Portfolio              1.18%
                  Global Bond Portfolio                         1.04%
                  Global Dollar Government Portfolio            2.29%
                  Growth Investors Portfolio                    1.47%
                  High-Yield Portfolio                          1.40%



<PAGE>

                  International Portfolio                             1.36%
                  North American Government Income Portfolio          1.20%
                  Premier Growth Portfolio                            1.05%
                  Quasar Portfolio                                    1.19%
                  Real Estate Investment Portfolio                    1.72%
                  Short-Term Multi-Market Portfolio                   2.65%
                  Technology Portfolio                                1.12%
                  Total Return Portfolio                              0.86%
                  U.S. Government High Grade Securities Portfolio     0.86%
                  Utility Income Portfolio                            1.14%
                  Worldwide Privatization Portfolio                   1.46%


Example

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

                                                          If you surrender after:

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


Alliance Variable Products Series Fund

<S>                                                        <C>           <C>            <C>            <C>
Conservative Investors Portfolio                           $80           $114           $149           $275
Global Bond Portfolio                                       79            113            147            270
Global Dollar Government Portfolio                          80            114            149            275
Growth Portfolio                                            79            111            144            264
Growth & Income Portfolio                                   78            107            137            250
Growth Investors Portfolio                                  80            114            149            275
High-Yield Portfolio                                        80            114            149            275
International Portfolio                                     80            114            149            275
Money Market Portfolio                                      77            105            134            243
North American Government Income Portfolio                  80            114            149            275
Premier  Growth  Portfolio                                  81            117            154            285
Quasar Portfolio                                            80            114            149            275
Real Estate Investment Portfolio                            80            114            149            275
Short-Term Multi-Market Portfolio                           80            114            149            275
Technology   Portfolio                                      80            114            149            275
Total Return Portfolio                                      79            111            145            266
U.S. Government/High Grade Securities Portfolio             79            111            145            266
Utility Income Portfolio                                    80            114            149            275
Worldwide Privatization  Portfolio                          80            114            149            275
</TABLE>



<PAGE>

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

                                                              If you surrender after:

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

Alliance Variable Products Series Fund

<S>                                                         <C>           <C>            <C>            <C>
Conservative Investors Portfolio                            78            111            147            275
Global Bond Portfolio                                       78            110            144            270
Global Dollar Government Portfolio                          78            111            147            275
Growth Portfolio                                            77            108            141            264
Growth & Income Portfolio                                   76            1045           134            250
Growth Investors Portfolio                                  78            111            147            275
High-Yield Portfolio                                        78            111            147            275
International Portfolio                                     78            111            147            275
Money Market Portfolio                                      75            102            131            243
North American Government Income Portfolio                  78            111            147            275
Premier  Growth  Portfolio                                  79            114            152            285
Quasar Portfolio                                            78            111            147            275
Real Estate Investment Portfolio                            78            111            147            275
Short-Term Multi-Market Portfolio                           78            111            147            275
Technology   Portfolio                                      78            111            147            275
Total Return Portfolio                                      78            108            142            266
U.S. Government/High Grade Securities Portfolio             78            108            142            266
Utility Income Portfolio                                    78            111            147            275
Worldwide Privatization  Portfolio                          78            111            147            275

</TABLE>




<PAGE>

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

                                                         If you Annuitize or do not surrender after:

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

Alliance Variable Products Series Fund
<S>                                                         <C>           <C>            <C>            <C>
Conservative Investors Portfolio                            24            75             129            275
Global Bond Portfolio                                       24            74             1268           270
Global Dollar Government Portfolio                          24            75             129            275
Growth Portfolio                                            23            72             123            264
Growth & Income Portfolio                                   22            68             116            250
Growth Investors Portfolio                                  24            75             129            275
High-Yield Portfolio                                        24            75             129            275
International Portfolio                                     24            75             129            275
Money Market Portfolio                                      21            66             113            243
North American Government Income Portfolio                  24            75             129            275
Premier  Growth  Portfolio                                  25            78             134            285
Quasar Portfolio                                            24            75             129            275
Real Estate Investment Portfolio                            24            75             129            275
Short-Term Multi-Market Portfolio                           24            75             129            275
Technology  Portfolio                                       24            75             129            275
Total Return Portfolio                                      24            72             124            266
U.S. Government/High Grade Securities Portfolio             24            72             124            266
Utility Income Portfolio                                    24            75             129            275
Worldwide Privatization  Portfolio                          24            75             129            275
</TABLE>


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

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

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

Historical accumulation unit values are contained in the Appendix.



<PAGE>

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

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

General Description

An  annuity is a  contract  between  you,  as the  owner,  and a life  insurance
company. The contract provides tax deferral for your earnings,  which means your
earnings  accumulate  on a  tax-deferred  basis until you take money out of your
contract.  It also provides a death benefit and a guaranteed  income in the form
of annuity  payments  beginning on a date you select.  Until you decide to begin
receiving  annuity  payments,  your annuity is in the  accumulation  phase.  The
income phase begins once you or the annuitant begins receiving annuity payments.
If you or the annuitant dies during the accumulation phase, we guarantee a death
benefit to your beneficiary.

The contract is called a variable  annuity  because you can allocate  your money
among  variable  investment  options.  Each  subaccount of our variable  account
invests in shares of a  corresponding  portfolio of a mutual fund.  Depending on
market  conditions,  the  various  portfolios  may  make or lose  money.  If you
allocate money to the  portfolios,  your Contract Value during the  accumulation
phase will depend on their investment  performance.  In addition,  the amount of
the variable  annuity  payments  you may receive  will depend on the  investment
performance of the portfolios you select for the income phase.

The contract also has a fixed investment  option.  The guaranteed option account
is a fixed interest option that is part of our general  account.  Any portion of
the purchase payment you allocate to the guaranteed option will earn interest at
a fixed rate that we set. We guarantee the interest rate will never be less than
3% for flexible  purchase  payment  contracts and 4% for single purchase payment
contracts.  Your Contract  Value in the  guaranteed  option  account  during the
accumulation  phase will  depend on the total  interest  we  credit.  During the
income  phase,  each annuity  payment you receive from the fixed portion of your
contract will be for the same amount.

Purchasing a Contract

A purchase  payment is the money you give us as payment to buy the contract,  as
well as any additional money you give us to invest in the contract after you own
it. The minimum initial  investment is $5,000 for a  non-qualified  contract and
$2,000  for a  qualified  contract.  If  you  own a  flexible  purchase  payment
contract,  you may add purchase  payments of $1,000 or more to your  contract at
any time during the accumulation phase.

We may refuse any purchase payment.  In general, we will not issue a contract to
anyone who is over age 85.



<PAGE>

Allocation of Purchase Payment

When you  purchase a  contract,  you will tell us how to allocate  your  initial
purchase  payment among the  investment  options.  We will  allocate  additional
purchase  payments  for a flexible  purchase  payment  contract  in the same way
unless you tell us otherwise.

At the  time of  application,  we must  receive  your  purchase  payment  at our
Administrative Office before the contract will be effective.  We will issue your
contract and allocate your purchase  payment within two business days. If you do
not give us all the necessary information we need to issue the contract, we will
contact you to obtain it. If we are unable to complete this process  within five
business days, we will send your money back unless you allow us to keep it until
we get all the necessary information.

Right to Examine Contract

If you change your mind about owning this  contract,  you can cancel it within a
specified time frame after receiving it by mailing it back to our Administrative
Office:  Delaware  Valley  Financial  Services,  Inc., 300 Berwyn Park, P.O. Box
3031,  Berwyn,  PA  19312-0031.  The specified time frame is ten days for single
purchase  payment  contracts  and  twenty  days for  flexible  purchase  payment
contracts  (or longer if required by state law).  You will receive your Contract
Value on the day we  receive  your  request  which  may be more or less than the
money you initially invested.

In certain  states or if you purchase your contract as an individual  retirement
annuity,  we may be required to return your purchase payment. If you cancel your
contract  during the right to examine  period,  we will  return to you an amount
equal to your purchase payments less any withdrawals.

Accumulation Units

The value of an  Accumulation  Unit may go up or down from day to day.  When you
pay a purchase  payment,  we credit your contract with  Accumulation  Units. The
number of  Accumulation  Units  credited is determined by dividing the amount of
purchase payment allocated to a subaccount by the value of the Accumulation Unit
for that  subaccount.  We calculate the value of an Accumulation  Unit as of the
close of business of the New York Stock  Exchange  ("NYSE") on each day that the
NYSE is open for trading.  Except in the case of an initial purchase payment, we
credit Accumulation Units to your contract at the value next calculated after we
receive your purchase payment at our Administrative Office.

The  Accumulation  Unit value for each  portfolio  will vary from one  valuation
period  to the next  based on the  investment  experience  of the  assets in the
portfolio and the deduction of certain charges and expenses.  The SAI contains a
detailed explanation of how Accumulation Units are valued.



<PAGE>

Your value in any portfolio is determined by  multiplying  its unit value by the
number of units you own.  Your value within the variable  investment  options is
the sum of your values in all the portfolios.  The total value of your contract,
referred to as the Contract Value,  equals your value in the variable investment
options plus your value in the guaranteed account.

Transfers During the Accumulation Phase

You can transfer  money among the  investment  options by written  request or by
telephone.  You can make twelve  transfers  every Contract Year without  charge.
There is a $10 transfer fee for each transfer over twelve in a Contract Year. We
may reject any more than twelve transfer requests in any Contract Year.

The minimum  amount you can  transfer is $1,000.  You cannot make a transfer if,
after the transfer,  there would be less than $1,000 in the portfolio from which
the transfer is being made.  Your  transfer  request  must  clearly  state which
investment options are involved and the amount of the transfer.

We will accept  transfers by telephone from you, your  representative  or anyone
else  designated  by you.  Neither we nor the funds will be liable for following
telephone  instructions  we  reasonably  believe  to be genuine or for any loss,
damage,  cost or  expense  in  acting  on such  instructions.  We have in  place
procedures to provide  reasonable  assurance  that  telephone  instructions  are
genuine.

We reserve the right to modify,  suspend or terminate the transfer provisions at
any time.

=====================================================================
                               INVESTMENT OPTIONS

=====================================================================

Variable Investment Options

Variable Account I

Our board of directors  authorized the  organization of the variable  account in
1986. The variable account is maintained  pursuant to Delaware insurance law and
is  registered  with the SEC as a unit  investment  trust  under the  Investment
Company Act of 1940,  as amended  (the "1940  Act").  However,  the SEC does not
supervise the management or the investment practices of the variable account.

We own the assets in the  variable  account and use them to support the variable
portion of your contract and other variable annuity contracts described in other
prospectuses.  The variable  account's assets are separate from our other assets
and are not  chargeable  with  liabilities  arising out of any other business we
conduct.  Income, gains or losses,  whether or not realized,  are credited to or
charged  against the  subaccounts  of the  variable  account  without  regard to
income,



<PAGE>

gains or losses  arising  out of any of our  other  business.  As a result,  the
investment  performance of each  subaccount of the variable  account is entirely
independent  of the  investment  performance  of our general  account and of any
other of our variable accounts.

The  variable  account is divided  into  subaccounts,  each of which  invests in
shares of a different portfolio of a mutual fund. We may, from time to time, add
or remove  subaccounts  and the  corresponding  portfolios.  No  substitution of
shares of one  portfolio  for another will be made until you have been  notified
and the SEC has  approved  the change.  If deemed to be in the best  interest of
persons  having voting rights under the  contract,  the variable  account may be
operated as a management  company under the 1940 Act, may be deregistered  under
that  Act in the  event  such  registration  is no  longer  required,  or may be
combined with one or more other variable accounts.


The Funds and Their Portfolios

The Alliance  Variable  Products  Series Fund,  Inc. is a mutual fund registered
with the SEC.  Each one may have  additional  portfolios  that are not available
under the contract.

Detailed  information   regarding  management  of  the  portfolios,   investment
objectives and policies,  and investment  advisory fees and other charges may be
found in the relevant fund  prospectus,  which also contains a discussion of the
risks  involved  in  investing  in the  portfolios.  Below is a  summary  of the
investment  objectives of the portfolios available under the contract.  There is
no assurance that any of these portfolios will achieve its stated objectives.

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.

Conservative  Investors Portfolio seeks the highest total return without, in the
view  of  the  Fund's  Adviser,  undue  risk  to  principal  by  investing  in a
diversified mix of publicly traded equity and fixed-income securities.

Global Bond Portfolio seeks a high level of return from a combination of current
income and capital appreciation by investing in a globally diversified portfolio
of high quality debt  securities  denominated in the U.S.  Dollar and a range of
foreign  currencies.  The sub-adviser for this portfolio is AIGAM  International
Limited, an affiliate of American International Group, Inc.

Global Dollar Government  Portfolio seeks a high level of current income through
investing  substantially  all of its assets in U.S.  and  non-U.S.  fixed income
securities  denominated  only in U.S.  Dollars.  As a secondary  objective,  the
portfolio  seeks  capital  appreciation.  Substantially  all of the  portfolio's
assets will be invested in high yield,  high risk  securities that are low-rated
(i.e., below investment  grade), or of comparable quality and unrated,  and that
are considered to be predominately  speculative as regards the issuer's capacity
to pay interest and repay principal.



<PAGE>

Growth  Portfolio  seeks long-term  growth of capital by investing  primarily in
common stocks and other equity securities.

Growth and  Income  Portfolio  seeks to balance  the  objectives  of  reasonable
current income and reasonable opportunities for appreciation through investments
primarily in dividend-paying common stocks of good quality.

Growth Investors  Portfolio seeks the highest total return  consistent with what
the Fund's Adviser considers to be reasonable risk by investing in a diversified
mix of publicly traded equity and fixed-income securities.

High-Yield Portfolio seeks the highest level of current income available without
assuming  undue risk by  investing  principally  in  high-yielding  fixed income
securities.  As a secondary objective, this portfolio seeks capital appreciation
where  consistent  with  its  primary  objective.   Many  of  the  high-yielding
securities  in which the High  Yield  Portfolio  invests  are rated in the lower
rating  categories (i.e.,  below investment grade) by the nationally  recognized
rating services. These securities,  which are often referred to as "junk bonds,"
are subject to greater risk of loss of principal  and interest than higher rated
securities and are considered to be  predominately  speculative  with respect to
the issuer's capacity to pay interest and repay principal.

International  Portfolio  seeks to  obtain a total  return  on its  assets  from
long-term  growth  of  capital  and  from  income  principally  through  a broad
portfolio of marketable  securities of established  non-United  States companies
(or United States  companies  having their  principal  activities  and interests
outside the United States),  companies  participating in foreign  economies with
prospects for growth, and foreign government securities.

Money Market  Portfolio seeks safety of principal,  maintenance of liquidity and
maximum current income by investing in a broadly diversified  portfolio of money
market  securities.  An  investment  in the Money  Market  Portfolio  is neither
insured nor  guaranteed by the U.S.  Government.  There can be no assurance that
the  Portfolio  will be able to  maintain a stable net asset  value of $1.00 per
share, although it expects to do so.

North American  Government  Income  Portfolio seeks the highest level of current
income,  consistent  with what the adviser  considers  to be prudent  investment
risk, that is available from a portfolio of debt securities issued or guaranteed
by the  governments of the United  States,  Canada and Mexico,  their  political
subdivisions  (including  Canadian  Provinces  but  excluding  the States of the
United States), agencies,  instrumentalities or authorities. The portfolio seeks
high current yields by investing in government  securities  denominated in local
currency and U.S. Dollars.  Normally, the portfolio expects to maintain at least
25% of its assets in securities denominated in the U.S. Dollar.



<PAGE>

Premier Growth Portfolio seeks growth of capital rather than current income.  In
pursuing its  investment  objective,  the Premier  Growth  Portfolio will employ
aggressive  investment  policies.  Since investments will be made based on their
potential  for capital  appreciation,  current  income will be incidental to the
objective of capital  growth.  The portfolio is not intended for investors whose
principal objective is assured income or preservation of capital.

Quasar  Portfolio  seeks  growth of capital by  pursuing  aggressive  investment
policies. The portfolio invests principally in a diversified portfolio of equity
securities  of any company  and  industry  and in any type of security  which is
believed to offer possibilities for capital appreciation.

Real  Estate  Investment  Portfolio  seeks a total  return  on its  assets  from
long-term growth of capital and from income  principally  through investing in a
portfolio  of equity  securities  of issuers  that are  primarily  engaged in or
related to the real estate industry.

Short-Term  Multi Market  Portfolio  seeks the highest level of current  income,
consistent with what the Fund's Adviser considers to be prudent investment risk,
that is  available  from a portfolio  of  high-quality  debt  securities  having
remaining maturities of not more than three years.

Technology  Portfolio  seeks growth of capital  through  investment in companies
expected  to  benefit  from  advances  in  technology.   The  Portfolio  invests
principally  in a diversified  portfolio of  securities  of companies  which use
technology  extensively  in  the  development  of new or  improved  products  or
processes.

Total Return  Portfolio  seeks to achieve a high return through a combination of
current income and capital appreciation by investing in a diversified  portfolio
of common and preferred  stocks,  senior  corporate  debt  securities,  and U.S.
Government and agency obligations, bonds and senior debt securities.

U.S.  Government/High  Grade Securities  Portfolio seeks a high level of current
income  consistent with  preservation  of capital by investing  principally in a
portfolio of U.S. Government Securities and other high grade debt securities.

Utility  Income  Portfolio  seeks  current  income and capital  appreciation  by
investing  primarily in the equity and  fixed-income  securities of companies in
the "utilities industry." The portfolio's  investment objective and policies are
designed to take advantage of the characteristics and historical  performance of
securities of utilities companies.  The utilities industry consists of companies
engaged in the manufacture,  production,  generation,  provision,  transmission,
sale and distribution of gas, electric energy, and communications  equipment and
services,  and in the  provision of other utility or  utility-related  goods and
services.



<PAGE>

Worldwide  Privatization  Portfolio  seeks  long-term  capital  appreciation  by
investing  principally  in  equity  securities  issued by  enterprises  that are
undergoing,  or have  undergone,  privatization.  The balance of the portfolio's
investment  portfolio  will include  equity  securities  of  companies  that are
believed by the Fund's Advisor to be beneficiaries of the privatization process.


Fixed Investment Option

The General Account

Purchase  payments  you  allocate to the  guaranteed  option go into our general
account. The general account is not registered with the SEC. The general account
is invested in assets  permitted by state insurance law. It is made up of all of
our assets other than assets  attributable to our variable accounts.  Unlike our
variable account assets,  assets in the general account are subject to claims of
Owners like you, as well as claims made by our other creditors.

The Guaranteed Account Option

The  guaranteed  account  is a fixed  interest  option.  We credit  money in the
guaranteed account with interest on a daily basis at the guaranteed rate then in
effect.  The rate of  interest  to be  credited  to the  guaranteed  account  is
determined wholly within our discretion.  However,  the rate will not be changed
more than  once per  year.  The  interest  rate  will  never be less than 3% for
flexible   purchase  payment  contracts  and  4%  for  single  purchase  payment
contracts.

If you allocate purchase payments to the guaranteed  account,  the fixed portion
of your Contract  Value during the  accumulation  phase will depend on the total
interest  we credit to your  contract.  During the income  phase,  each  annuity
payment you receive from the fixed portion of your contract will be for the same
amount.

We reserve the right to delay any payment from the guaranteed  account for up to
six months from the date we receive the request at our Administrative Office, as
permitted by law.

===================================================================
                             CHARGES AND DEDUCTIONS

===================================================================

Insurance Charges

Each day, we deduct insurance  charges from your Contract Value. This is done as
part  of  our  calculation  of  the  value  of  Accumulation  Units  during  the
accumulation  phase and of Annuity Units during the income phase.  The insurance
charges are the mortality and expense risk charge,  the  administrative  charge,
and the charges for the optional death benefits which are described under "Death
Benefit."



<PAGE>

Mortality and Expense Risk Charge

The mortality and expense risk charge is equal,  on an annual basis, to 1.25% of
the daily value of the variable  portion of your contract.  We will not increase
this charge. It compensates us for our obligation to make annuity  payments,  to
provide the death benefit,  and for assuming the risk that current  charges will
be insufficient in the future to cover the cost of  administering  the contract.
If the charges under the contract are not sufficient,  we will bear the loss. If
the charges are sufficient, we will keep the balance of this charge as profit.

Administrative Charge

The  administrative  charge is equal,  on an annual basis, to 0.15% of the daily
value of the variable portion of your contract. These expenses include preparing
the contract, confirmations and statements, and maintaining contract records. If
this charge is not enough to cover the costs of administering  the contract,  we
will bear the loss.

Deferred Sales Charge

If you  withdraw  your  contract  prior to the Annuity Date during the first six
years  after a purchase  payment,  we will assess a deferred  sales  charge as a
percentage of purchase payments withdrawn as shown below:

Contribution Year*       1     2     3      4      5     6      Thereafter
Deferred Sales Charge    6%    5%    4%     3%     2%    1%          0%

* For single purchase payment contracts, Contribution Year and Contract Year are
the same.

For purposes of calculating the deferred sales charge,  we treat  withdrawals as
coming from the oldest  purchase  payments  first (i.e.,  first-in,  first-out).
However,  we will not  assess a deferred  sales  charge  for  flexible  purchase
payment  contracts  on amounts up to 10% of  purchase  payments  paid,  less the
amount of any prior  withdrawals  or for single  purchase  payment  contracts on
amounts up to 10% of the Contract Value at the time of withdrawal.

You will not  receive  the  benefit  of this  "free  withdrawal  amount"  if you
participate  in  the  systematic  withdrawal  program.  If you  make  a  partial
withdrawal,  we will deduct the deferred sales charge, if any, pro rata from the
remaining  value in your  contract.  The total of all deferred sales charges may
not exceed 8.5% of the purchase  payments  for a contract.  We do not expect the
proceeds from the deferred sales charge to cover all of our distribution  costs.
We may use any corporate asset,  including potential profit which may arise from
the mortality and expense risk charge to cover the distribution costs.



<PAGE>

Contract Maintenance Fee

During the accumulation phase, we will deduct an annual contract maintenance fee
of $30 from your contract on each Contract  Anniversary.  The contract refers to
this  fee as an  administrative  charge.  We will  not  increase  this  fee.  It
compensates us for expenses incurred to establish and maintain your contract. If
you withdraw the entire value of your  contract,  the contract  maintenance  fee
will be deducted prior to the withdrawal.

Premium Taxes

We will deduct from your Contract  Value any premium tax imposed by the state or
locality where you reside.  Premium taxes  currently  imposed on the contract by
various states range from 0% to 3.5% of purchase  payments paid. These taxes are
due either when a purchase payment is paid or when annuity payments begin. It is
our current  practice to charge you for these taxes when annuity  payments begin
or if you withdraw the contract in full. In the future,  we may discontinue this
practice  and  assess  the tax when it is due or upon the  payment  of the death
benefit.

Income Taxes

Although we do not currently deduct any charges for income taxes attributable to
your contract, we reserve the right to do so in the future.

Fund Expenses

There are  deductions  from and  expenses  paid out of the assets of the various
portfolios.  These  charges are  described  in the  prospectus  for the Alliance
Variable Products Series Fund and are summarized in the fee table.

Reduction or Elimination of Certain Charges and Additional Amounts Credited

We may reduce or  eliminate  the  deferred  sales  charge or the  administrative
charge or change the minimum purchase  payment  requirement when the contract is
sold to  groups  of  individuals  under  circumstances  which  reduce  our sales
expenses.  We will  determine  the  eligibility  of such  groups by  considering
factors such as:

     (1)  the size of the group;

     (2)  the total  amount of purchase  payments we expect to receive  from the
          group;

     (3)  the  nature  of the  purchase  and the  persistency  we expect in that
          group;




<PAGE>

     (4)  the purpose of the purchase  and whether that purpose  makes it likely
          that expenses will be reduced; and

     (5)  any other circumstances which we believe to be relevant in determining
          whether reduced sales expenses may be expected.

We  may  also  waive  or  reduce  the  deferred  sales  charge  and/or  contract
maintenance  fee in connection  with contracts  sold to employees,  employees of
affiliates, registered representatives, employees of broker-dealers which have a
current  selling  agreement  with us,  and  immediate  family  members  of those
persons. Any reduction or waiver may be withdrawn or modified by us.

===================================================================
                              ACCESS TO YOUR MONEY

===================================================================

Generally

Contract Value is available in the following ways:

     o    by  withdrawing  all  or  part  of  your  Contract  Value  during  the
          accumulation phase;

     o    by receiving annuity payments during the income phase;

     o    when a death benefit is paid to your beneficiary.

Generally,  withdrawals  are  subject to a  deferred  sales  charge,  a contract
maintenance fee and, if it is a full withdrawal,  premium taxes. Withdrawals may
also be subject to income tax and a penalty tax.

To make a withdrawal  you must send a complete and detailed  written  request to
our Administrative  Office. We will calculate your withdrawal as of the close of
business of the NYSE at the value next determined after we receive your request.
For a  withdrawal  of your  entire  Contract  Value,  you must also send us your
contract.

Under most circumstances,  partial withdrawals must be for a minimum of $500. We
require that your Contract Value be at least $2,000 after the withdrawal. If the
Contract  Value  would be less than $2,000 as a result of a  withdrawal,  we may
cancel the contract. Unless you provide us with different instructions,  partial
withdrawals  will be made pro rata from  each  investment  option in which  your
contract is invested.

We may be required to suspend or postpone the payment of a  withdrawal  or death
benefit for an undetermined period of time when:



<PAGE>

     o    the  NYSE is  closed  (other  than a  customary  weekend  and  holiday
          closings);

     o    trading on the NYSE is restricted;

     o    an  emergency  exists such that  disposal of or  determination  of the
          value of shares of the portfolios is not reasonably practicable;

     o    the SEC, by order, so permits for the protection of owners.

Systematic Withdrawal Program

The  systematic  withdrawal  program  allows  you to  make  regularly  scheduled
withdrawals  from your  Contract  Value of at least  $200  each on a monthly  or
quarterly basis. You may change the amount or frequency of withdrawals under the
program once per Contract Year. In order to initiate the program,  your Contract
Value must be at least  $24,000.  A maximum of 10% of your Contract Value may be
withdrawn in a Contract Year.

Deferred sales charges are not imposed on withdrawals  under this program nor is
there any  charge  for  participating  in this  program.  You may not elect this
program if you have made a partial withdrawal earlier in the same Contract Year.
In addition,  the free  withdrawal  amount is not available in  connection  with
partial  withdrawals you make while  participating in the systematic  withdrawal
program.  You will be  entitled to the free  withdrawal  amount on and after the
Contract Anniversary next following the termination of the systematic withdrawal
program.

Systematic  withdrawals  will  begin  on the  first  scheduled  withdrawal  date
selected by you following  the date we process your  request.  In the event that
your value in a specified  portfolio or the guaranteed  option is not sufficient
to make a  withdrawal  or if your  request for  systematic  withdrawal  does not
specify the  investment  options from which to deduct  withdrawals,  withdrawals
will be deducted pro rata from your  Contract  Value in each  portfolio  and the
guaranteed option.

The systematic withdrawal program may be canceled at any time by written request
or automatically  by us if your Contract Value falls below $1,000.  In the event
the systematic withdrawal program is canceled,  you may not elect to participate
in the program again until the next Contract Anniversary.

If your Contract is issued in connection with an Individual  Retirement  Annuity
or 403(b)  Plan,  you are  cautioned  that your rights to implement a systematic
withdrawal  program  may be  subject to the terms and  conditions  of your plan,
regardless   of  the  terms  and   conditions   of  your   contract.   Moreover,
implementation of the systematic  withdrawal  program may subject you to adverse
tax  consequences,  including a 10% tax penalty if you are under age 59 1/2. See
"Taxes" for a discussion of the various tax consequences.



<PAGE>

For information,  including the necessary enrollment form, please check with our
Administrative Office. We reserve the right to modify, suspend or terminate this
program at any time.

===================================================================
                                ANNUITY PAYMENTS

===================================================================

Generally

Beginning on the Annuity Date, you will receive  regular annuity  payments.  You
may choose to receive annuity payments that are fixed, variable or a combination
of fixed  and  variable.  We make  annuity  payments  on a  monthly,  quarterly,
semiannual or annual basis.

You select the  Annuity  Date,  which must be the first day of a month.  You may
change the Annuity Date at least 30 days before payments are to begin.  However,
annuity  payments must begin by the later of an Annuitant's 85th birthday or the
tenth Contract  Anniversary.  Certain  states may require that annuity  payments
begin prior to such date and we will comply with those requirements.

The Annuitant is the person on whose life annuity payments are based. If you are
not the  Annuitant  and the  Annuitant  dies  before the Annuity  Date,  a death
benefit will be paid.

Annuity Options

The contract offers three annuity options described below. Other annuity options
may be made available,  including other guarantee  periods and options with life
contingencies,  subject  to our  discretion.  If you do not  choose  an  annuity
option,  annuity payments will be made in accordance with option 2 for 10 years.
If the  annuity  payments  are for joint  lives,  then we will make  payments in
accordance  with option 3. Where  permitted by state law, we may pay the annuity
in one lump sum if your Contract  Value is less than $2,000.  Likewise,  if your
annuity  payments  would be less than $100 a month,  we have the right to change
the  frequency of your payment to be on a semiannual or annual basis so that the
payments  are at least  $100.  We will make  annuity  payments  to you or to the
Annuitant unless you designate another person to receive them. In that case, you
must notify us in writing at least thirty days before the Annuity Date. You will
remain fully responsible for any taxes related to the annuity payments.

Option 1 - Life Income

Under this  option,  we will make annuity  payments as long as the  Annuitant is
alive. Annuity payments stop when the Annuitant dies.

Option 2 - Life Annuity with 10 Years Guaranteed



<PAGE>

This option is similar to option 1 above,  with the  additional  guarantee  that
payments  will be made for a period you select of at least 10 years.  Under this
option, if the Annuitant dies before all guaranteed payments have been made, the
rest will be paid to the beneficiary for the remainder of the period.

Option 3 - Joint and Last Survivor Income

Under this option, we will make annuity payments as long as either the Annuitant
or a contingent  annuitant is alive. If your Contract is issued as an individual
retirement  annuity,  payments  under  this  option  will be made only to you as
Annuitant or to your spouse.  Upon the death of either of you, we will  continue
to make annuity payments so long as the survivor is alive.

Variable Annuity Payments

If you choose to have any portion of your annuity payments based on the variable
investment options, the amount of your payments will depend upon:

     o    your Contract Value in the portfolios on the Annuity Date;

     o    the 5.0%  assumed  investment  rate used in the annuity  table for the
          contract;

     o    the performance of the portfolios you selected;

     o    the annuity option you selected.

If the actual  performance  exceeds the 5.0% assumed rate, the annuity  payments
will  increase.  Similarly,  if the actual  rate is less than 5.0%,  the annuity
payments will decrease. The SAI contains more information.

Transfers During Income Phase

Transfers  during  the  income  phase are  subject  to the same  limitations  as
transfers  during the  accumulation  phase. See "The Contract - Transfers During
Accumulation  Phase." However, you may only make one transfer each month and you
may only  transfer  money among the  variable  investment  options.  You may not
transfer  money  from the fixed  investment  option to the  variable  investment
options or from the variable investment options to the fixed investment option.

Deferment of Payments

We may defer making fixed annuity payments for up to six months subject to state
law. We will credit interest to you during the deferral period.



<PAGE>

===================================================================
                                  DEATH BENEFIT

===================================================================

Death of Annuitant Before the Annuity Date

If the Annuitant  dies before the Annuity  Date,  we will pay the  beneficiary a
death benefit equal to the greatest of:

     (1)  the total of all purchase payments less withdrawals;

     (2)  the Contract Value; and

     (3)  the greatest Contract Value at any sixth Contract  Anniversary  (i.e.,
          sixth, twelfth, eighteen, etc.), plus any additional purchase payments
          paid, less any subsequent withdrawals.

The value of the death  benefit  will be  determined  as of the date we  receive
proof of death in a form acceptable to us.

Payment of the Death Benefit

Payment of the death  benefit can be in one lump sum or under one of the annuity
options.  You may elect by  written  request  that a death  benefit  of at least
$2,000 be paid to the  beneficiary  under an annuity  option.  You may choose or
change the method of payment at any time prior to the  Annuitant's  death. If at
the time the  Annuitant  dies you have not made a choice,  the  beneficiary  has
sixty  days to elect by  written  request  either a lump sum  payment or payment
under an annuity  option.  We will make a lump sum payment within seven business
days of receiving proof of death and the beneficiary's written election,  unless
there is a delay in payment as described under "Access To Your Money."

Death of Owner

Before the Annuity Date

If the  Owner  dies  before  the  Annuity  Date,  the  Contract  Value  must  be
distributed within five years of the date of death unless:

     (1)  it is payable over the lifetime of the beneficiary with  distributions
          beginning within one year of the date of death; or

     (2)  the Owner's spouse, as contingent owner, continues the contract in his
          or her name.




<PAGE>

After the Annuity Date

If the Owner dies after the Annuity  Date,  distribution  will be as provided in
the annuity option selected.

================================================================
                                   PERFORMANCE

================================================================

Occasionally,   we  may  advertise  certain   performance   related  information
concerning  one or more of the  portfolios,  including  total  return  and yield
information.  A portfolio's  performance information is based on the portfolio's
past   performance  only  and  is  not  intended  as  an  indication  of  future
performance.

When we  advertise  the average  annual  total  return of a  portfolio,  it will
usually be calculated  for one, five, and ten year periods or, where a portfolio
has been in existence  for a period of less than one,  five,  or ten years,  for
such lesser  period.  Average  annual total return is measured by comparing  the
value of the  investment in a portfolio at the beginning of the relevant  period
to the  value of the  investment  at the end of the  period.  That  assumes  the
deduction of any deferred sales charge that would be payable if the account were
redeemed at the end of the period.  Then the average annual  compounded  rate of
return is  calculated  to produce the value of the  investment at the end of the
period.  We may  simultaneously  present returns that do not assume a withdrawal
and, therefore, do not deduct a deferred sales charge.

When we  advertise  the yield of a portfolio  we will  calculate it based upon a
given thirty day period.  The yield is determined by dividing the net investment
income  earned  per  Accumulation  Unit  during  the  period  by the value of an
Accumulation Unit on the last day of the period.

When we advertise the performance of the money market portfolio we may advertise
the yield or the effective  yield in addition to the total return.  The yield of
the money market  portfolio  refers to the income  generated by an investment in
that portfolio over a seven-day period. The income is then annualized (i.e., the
amount of income  generated by the investment  during that week is assumed to be
generated  each week over a 52-week  period and is shown as a percentage  of the
investment). The effective yield is calculated similarly but when annualized the
income earned by an  investment  in the money market  portfolio is assumed to be
reinvested.  The effective  yield will be slightly higher than the yield because
of the compounding effect of this assumed reinvestment during a 52-week period.

Total return at the variable  account level is lower than at the underlying fund
level  since it is reduced  by all  contract  charges  (deferred  sales  charge,
mortality  and  expense  risk  charge,   administrative   charge,  and  contract
maintenance  fee).  Likewise,  yield and effective yield at the variable account
level are lower than at the fund level since the  variable  account  level total
return affects all recurring charges (except deferred sales charge).



<PAGE>

Performance information for a portfolio may be compared to:

     (1)  the Standard & Poor's 500 Stock Index, Dow Jones  Industrial  Average,
          Donoghue  Money  Market  Institutional  Averages,   indices  measuring
          corporate  bond and government  security  prices as prepared by Lehman
          Brothers,  Inc.  and  Salomon  Brothers,  or other  indices  measuring
          performance  of a pertinent  group of securities so that investors may
          compare a  portfolio's  results  with  those of a group of  securities
          widely  regarded by  investors  as  representative  of the  securities
          markets in general;

     (2)  other variable annuity separate accounts or other investment  products
          tracked  by Lipper  Analytical  Services  (a widely  used  independent
          research firm which ranks mutual funds and other investment  companies
          by overall performance, investment objectives, and assets), or tracked
          by other ratings  services,  companies,  publications,  or persons who
          rank  separate  accounts  or  other  investment  products  on  overall
          performance or other criteria;

     (3)  the Consumer  Price Index  (measure for  inflation) to assess the real
          rate of return from an investment in the Contract; and

     (4)  indices or averages of  alternative  financial  products  available to
          prospective investors,  including the Bank Rate Monitor which monitors
          average returns of various bank instruments.

================================================================
                                      TAXES

================================================================

Introduction

The following  discussion  of federal  income tax treatment is general in nature
and is not intended as tax advice.  This  discussion is based on current law and
interpretations,  which may change.  For a discussion of federal income taxes as
they relate to the funds,  please see the  accompanying  fund  prospectuses.  No
attempt is made to consider any  applicable  state or other tax laws.  We do not
guarantee the tax status of your contract.

Annuity Contracts in General

The Internal  Revenue Code (the "Code") provides special rules regarding the tax
treatment of annuity contracts. Generally, you will not be taxed on the earnings
in an annuity  contract  until you take the money  out.  Different  rules  apply
depending on how you take the money out and whether  your  contract is qualified
or non-qualified, as explained below.



<PAGE>

If you do not purchase your contract under a retirement  arrangement entitled to
favorable  federal  income tax  treatment,  your  contract  is  referred to as a
non-qualified  contract.  If you  purchase  your  contract  under  a  retirement
arrangement entitled to favorable federal income tax treatment, your contract is
referred to as a qualified contract.

Tax Treatment of Distributions -- Non-qualified Contracts

If you make a  withdrawal  from a  non-qualified  contract or withdraw it before
annuity payments begin, the amount you receive will be taxed as ordinary income,
rather than as a return of purchase payment,  until all gain has been withdrawn.
For annuity payments, any portion of each payment that is considered a return of
your  purchase  payment  will not be taxed.  There is a 10% tax  penalty  on any
taxable amount you receive unless the amount received is paid:

     (1)  after you reach age 59 1/2;

     (2)  to your beneficiary after you die;

     (3)  after you become disabled;

     (4)  in  a  series  of  substantially  equal  installments  made  not  less
          frequently than annually under a lifetime annuity; or

     (5)  under an immediate annuity.

Assignments

If you assign all or part of the  contract as  collateral  for a loan,  the part
assigned  will be treated as a withdrawal  and the excess of the Contract  Value
over total purchase  payments will be taxed as ordinary  income.  Please consult
your tax adviser prior to making an assignment of the contract.

Gifts of Contracts

If you  transfer a contract for less than full  consideration,  such as by gift,
you will generally  trigger tax on the gain in the contract.  This rule does not
apply to those transfers between spouses or incident to divorce.

Contracts Owned by Non-Natural Persons

If the contract is held by a non-natural  person (for example,  a corporation or
trust), the contract is generally not treated as an annuity contract for federal
income tax purposes, and the income on the contract (generally the excess of the
Contract Value over the purchase payment) is includable in income each year. The
rule does not apply where the non-natural person is only the nominal



<PAGE>

owner,  such as a trust or other entity acting as an agent for a natural person,
and in other limited circumstances.

Distribution at Death Rules

Upon the death of the Owner of a contract, certain distributions must be made:

o        If the Owner dies on or after the Annuity  Date,  and before the entire
         interest in the contract has been  distributed,  the remaining  portion
         will be  distributed at least as quickly as the method in effect on the
         Owner's death;

o        If the Owner dies before the Annuity  Date,  the entire  interest  must
         generally be distributed within five years after the date of death.

o        If the beneficiary is a natural person,  the interest may be annuitized
         over the life of that individual or over a period not extending  beyond
         the  life  expectancy  of that  individual,  so  long as  distributions
         commence within one year after the date of death.

o        If the  beneficiary  is the spouse of the Owner,  the  contract  may be
         continued in the name of the spouse as Owner.

o        If the Owner is not an individual, the death of the "primary annuitant"
         (as  defined  under the Code) is treated as the death of the Owner.  In
         addition, when the Owner is not an individual,  a change in the primary
         annuitant is treated as the death of the Owner.

Section 1035 Exchanges

Code Section 1035 generally provides that no gain or loss shall be recognized on
the exchange of an annuity contract for another annuity contract unless money or
other property is distributed  as part of the exchange.  A replacement  contract
obtained  in a tax-free  exchange  of  contracts  succeeds  to the status of the
withdrawn  contract.   Special  rules  and  procedures  apply  to  Section  1035
transactions.  Prospective  owners  wishing to take advantage of Section 1035 of
the Code should consult their tax advisers.

Tax Treatment of Distributions -- Qualified Contracts

If you purchase your contract  under a tax-favored  retirement  plan or account,
your  contract is referred to as a  qualified  contract.  Examples of  qualified
plans or accounts are:

     o    Individual Retirement Annuities ("IRAs");

     o    Roth IRAs;




<PAGE>

     o    Tax Deferred  Annuities  (governed by Code Section 403(b) and referred
          to as "403(b) Plans");

     o    Keogh Plans; and

     o    Employer-sponsored  pension and profit  sharing  arrangements  such as
          401(k) plans.

Withdrawals in General

Generally,  with the exception of a Roth IRA, you have not paid any taxes on the
purchase payment used to buy a qualified contract or on any earnings. Therefore,
any amount you take out as a withdrawal  or as annuity  payments will be taxable
income.  In  addition,  a 10% tax  penalty  may apply to the  taxable  part of a
withdrawal received before age 59 1/2. Limited exceptions are provided,  such as
where amounts are paid in the form of a qualified  life  annuity,  upon death or
disability of the employee, to pay certain medical expenses,  or, in some cases,
upon separation from service on or after age 55.

Individual Retirement Annuities

Code  Section 408  permits  eligible  individuals  to  contribute  to an IRA. By
attachment of an  endorsement  that reflects the limits of Code Section  408(b),
the contracts may be issued as an IRA.  Contracts  issued in connection  with an
IRA are subject to limitations on eligibility,  maximum contributions,  and time
of  distribution.  Distributions  from certain  retirement  plans qualifying for
federal  tax   advantages   may  be  rolled  over  into  an  IRA.  In  addition,
distributions  from an IRA may be rolled over to another IRA,  provided  certain
conditions  are met.  Most  IRAs  cannot  accept  contributions  after the owner
reaches 70 1/2, and must also begin required distributions at that age. Sales of
the  contract for use with IRAs are subject to special  requirements,  including
the requirement that  informational  disclosure be given to each person desiring
to  establish  an IRA.  That person must be given the  opportunity  to affirm or
reverse  a  decision  to  purchase  the  contract.  Contracts  offered  by  this
prospectus  in  connection  with an IRA are not  available  in all  states.  The
accidental  death benefit is not available under a contract issued in connection
with an IRA.

Roth IRAs

Code Section 408A provides special rules for "Roth IRAs." The basic  distinction
between a Roth IRA and a regular IRA is that contributions to a Roth IRA are not
deductible and "qualified  distributions"  from a Roth IRA are not includible in
gross income for federal  income tax  purposes.  Other  differences  include the
ability  to make  contributions  to a Roth  IRA  after  age 70 1/2 and to  defer
distributions  beyond age 70 1/2.  Taxpayers whose adjusted gross incomes exceed
certain levels are not eligible for Roth IRAs.



<PAGE>

403(b) Plans

The  contracts  are  also  available  for use in  connection  with a  previously
established  403(b) Plan.  Code Section 403(b) imposes  certain  restrictions on
your ability to make partial withdrawals from a contract used in connection with
a  403(b)  Plan,  if  attributable  to  purchase  payments  paid  under a salary
reduction  agreement.  Specifically,  an owner may make a withdrawal  or partial
withdrawal  only  (a) when  the  employee  attains  age 59 1/2,  separates  from
service,  dies, or becomes disabled, or (b) in the case of hardship. In the case
of hardship, only an amount equal to the purchase payment paid may be withdrawn.
403(b)  Plans are subject to  additional  requirements,  including  eligibility,
limits  on   contributions,   minimum   distributions,   and   nondiscrimination
requirements applicable to the employer. In particular,  distributions generally
must commence by April 1 of the calendar year following the later of the year in
which the  employee  (a) attains age 70 1/2,  or (b)  retires.  Owners and their
employers are responsible for compliance with these rules.  Contracts offered by
this  prospectus  in  connection  with a 403(b)  Plan are not  available  in all
states.

Rollovers

Distributions   from  a  401(a)  qualified  plan  or  403(b)  plan  (other  than
non-taxable  distributions  representing  a  return  of  capital,  distributions
meeting the minimum distribution requirement, distributions for the life or life
expectancy of the recipient(s) or  distributions  that are made over a period of
more than 10 years) are  eligible for  tax-free  rollover  within 60 days of the
date of distribution,  but are also subject to Federal income tax withholding at
a 20% rate unless paid directly to another qualified plan, 403(b) plan or IRA. A
prospective  owner considering use of the contract in this manner should consult
a competent tax adviser with regard to the  suitability of the contract for this
purpose and for  information  concerning  the tax law  provisions  applicable to
qualified plans, 403(b) plans, and IRAs.

Diversification and Investor Control

The  Code  imposes  certain  diversification   requirements  on  the  underlying
investments for a variable  annuity to be treated as a variable  annuity for tax
purposes.  We believe that the portfolios are being managed so as to comply with
these requirements.

The tax regulations do not provide guidance as to the circumstances  under which
you,  because  of the  degree  of  control  you  exercise  over  the  underlying
investments,  would be considered the owner of the shares of the portfolios.  If
any guidance on this point is provided which is considered a new position,  then
the guidance would generally be applied prospectively. However, if such guidance
is considered not to be a new position,  it may be applied  retroactively.  This
would mean you, as the owner of the  contract,  could be treated as the owner of
assets in the  portfolios.  We reserve the right to make changes to the contract
we think necessary to see that it qualifies as a variable  annuity  contract for
tax purposes.



<PAGE>

Withholding

We are  required to  withhold  federal  income  taxes on  withdrawals,  lump sum
distributions, and annuity payments that include taxable income unless the payee
elects to not have any withholding or in certain other circumstances.  If you do
not provide a social  security number or other taxpayer  identification  number,
you will not be permitted to elect out of withholding. Special withholding rules
apply to payments made to non-resident aliens.

For lump-sum  distributions  or withdrawals,  we are required to withhold 10% of
the taxable portion of any withdrawal or lump sum distribution  unless you elect
out of  withholding.  For annuity  payments,  the company  will  withhold on the
taxable portion of annuity payments based on a withholding  certificate you file
with us. If you do not file a certificate,  you will be treated, for purposes of
determining your withholding rates, as a married person with three exemptions.

You are liable for payment of federal income taxes on the taxable portion of any
withdrawal,  distribution,  or annuity payment.  You may be subject to penalties
under the estimated tax rules if your withholding and estimated tax payments are
not sufficient.

================================================================
                                OTHER INFORMATION

================================================================

AIG Life Insurance Company

We are a stock life  insurance  company  initially  organized  under the laws of
Pennsylvania and reorganized under the laws of Delaware. We were incorporated in
1962.  Our  principal  business  address is One Alico  Plaza,  600 King  Street,
Wilmington,  Delaware  19801.  We  provide a full  range of life  insurance  and
annuity  plans.  We are a  subsidiary  of  American  International  Group,  Inc.
("AIG"),  which serves as the holding company for a number of companies  engaged
in the  international  insurance  business in  approximately  130  countries and
jurisdictions around the world.

We may occasionally publish in advertisements,  sales literature and reports the
ratings and other information  assigned to AIG by one or more independent rating
organizations  such as A.M.  Best  Company,  Moody's and Standard & Poor's.  The
purpose of the  ratings is to reflect the rating  organization's  opinion of our
financial  strength and should not be  considered  as bearing on the  investment
performance of assets held in the variable account.

The ratings are not  recommendations  to purchase our life  insurance or annuity
products  or to hold or sell these  products,  and the ratings do not comment on
the  suitability  of such  products for a particular  investor.  There can be no
assurance  that any rating will remain in effect for any given period of time or
that  any  rating  will  not  be  lowered  or  withdrawn  entirely  by a  rating
organization  if,  in such  organization's  judgment,  future  circumstances  so
warrant. The ratings do



<PAGE>

not reflect the investment  performance of the variable account or the degree of
risk associated with an investment in the variable account.

Ownership

This prospectus  describes both individual  flexible premium  deferred  variable
annuity   contracts  and  group  flexible  premium  deferred   variable  annuity
contracts.  The individual and group contracts  described in this prospectus are
identical  except  that  the  individual  contract  is  issued  directly  to the
individual  owner.  A group  contract  is issued to a  contract  holder  for the
benefit of the  participants in the group. If you are a participant in the group
you will receive a certificate  evidencing  your  ownership.  You, either as the
owner of an individual  contract or as the owner of a certificate,  are entitled
to all the rights and privileges of ownership.  As used in this prospectus,  the
term  contract  is  equally  applicable  to  an  individual  contract  or  to  a
certificate.

Voting Rights

To the extent  required  by law, we will vote the  portfolio  shares held in the
variable  account  at  shareholder  meetings  in  accordance  with  instructions
received from persons  having a voting  interest in the portfolio.  However,  if
legal  requirements or our interpretation of present law changes to permit us to
vote the portfolio shares in our own right, we may elect to do so.

Prior to the Annuity Date, you hold a voting interest in each portfolio in whose
corresponding  portfolio you have Contract Value. The number of portfolio shares
which are attributable to you is determined by dividing the corresponding  value
in a particular  portfolio by the net asset value of one  portfolio  share.  The
number of votes which you will have a right to cast will be determined as of the
record date established by each portfolio.

We will solicit voting  instructions by mail prior to the  shareholder  meeting.
Each person having a voting interest in a portfolio will receive proxy material,
reports and other materials relating to the appropriate portfolios. We will vote
shares in accordance with instructions  received from the person having a voting
interest.  We will vote shares for which we receive no timely  instructions  and
any shares not  attributable to Owners in proportion to the voting  instructions
we have received.

The voting rights relate only to amounts invested in the variable account. There
are no voting rights with respect to funds allocated to the guaranteed option.

Distribution of the Contract

Our affiliate, AIG Equity Sales Corp. ("AIGESC"),  80 Pine Street, New York, New
York,  acts  as  the  distributor  of the  contract.  AIGESC  is a  wholly-owned
subsidiary  of AIG.  Commissions  not to exceed 7% of purchase  payments will be
paid to entities  which sell the contract.  Additional  payments may be made for
other services not directly related to the sale of the



<PAGE>

contract,  including the  recruitment  and training of personnel,  production of
promotional literature and similar services.

Under the Glass-Steagall Act and other laws, certain banking institutions may be
prohibited from distributing  variable annuity  contracts.  If a bank were to be
prohibited from performing  certain agency or  administrative  services and from
receiving  fees from AIGESC,  Owners who  purchased  contracts  through the bank
would be permitted to retain their  contracts and alternate  means for servicing
those Owners would be sought.  It is not  expected,  however,  that Owners would
suffer any loss of services or adverse financial consequences as a result of any
of these occurrences.


Administration of the Contract

While we have primary  responsibility for all administration of the contract and
the variable account, we have retained the services of Delaware Valley Financial
Services,  Inc.  ("DVFS")  pursuant  to  an  administrative   agreement.   These
administrative  services  include  issuance of the contract and  maintenance  of
Owner records.  DVFS serves as the administrator to various insurance  companies
offering variable annuity contracts and variable life insurance policies.

Legal Proceedings

There are no pending legal proceedings which, in our judgment, are material with
respect to the variable account.


================================================================
                              FINANCIAL STATEMENTS

================================================================

Consolidated  balance sheets of AIG Life  Insurance  Company and of the variable
account are included in the SAI which may be obtained  without charge by calling
(800) 255-8402 or writing to AIG Life  Insurance  Company,  Attention:  Variable
Products,  One Alico  Plaza,  600 King Street,  Wilmington,  Delaware  19801.  A
complete set of financial statements of the company and the variable account has
been filed  electronically  with the SEC and can be obtained through its website
at http://www.sec.gov.



<PAGE>

================================================================================
                                    APPENDIX
================================================================================

                         CONDENSED FINANCIAL INFORMATION
                            ACCUMULATION UNIT VALUES*
          (for an accumulation unit outstanding throughout the period)


<TABLE>

                                                          1999                  1998               1997               1996
                                                      --------------------------------------------------------------------------
                                                      --------------------------------------------------------------------------
<S>                                                            <C>                  <C>                 <C>                <C>
ALLIANCE VARIABLE PRODUCTS SERIES FUND
CONSERVATIVE INVESTORS PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                                  14.62                12.99               11.84              11.57
          End of Period                                        15.15                14.62               12.99              11.84
      Accum Units o/s @ end of period                   1,576,035.87         1,834,033.49        1,584,750.70       1,109,173.48
GLOBAL BOND PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                                  14.79                13.14               13.24              12.64
          End of Period                                        13.69                14.79               13.14              13.24
      Accum Units o/s @ end of period                     607,165.47           643,678.64          708,242.42         579,082.99
GLOBAL DOLLAR GOVERNMENT PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                                  12.55                16.25               14.56              11.82
          End of Period                                        15.60                12.55               16.25              14.56
      Accum Units o/s @ end of period                     532,628.44           636,568.44          714,986.09         469,801.08
GROWTH PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                                  28.81                22.70               17.70              13.97
          End of Period                                        38.20                28.81               22.70              17.70
      Accum Units o/s @ end of period                   9,548,163.15         8,904,664.35        8,054,584.57       5,856,812.02
GROWTH & INCOME PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                                  28.94                24.27               19.11              15.62
          End of Period                                        31.78                28.94               24.27              19.11
      Accum Units o/s @ end of period                  12,326,350.55         9,476,753.38        7,258,107.19       4,509,118.40
GROWTH INVESTORS PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                                  17.39                14.26               12.43              11.65
          End of Period                                        19.94                17.39               14.26              12.43
      Accum Units o/s @ end of period                     717,170.78           805,318.01          824,606.48         609,405.23
HIGH YIELD PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                                   9.78                10.30               N/A                N/A
          End of Period                                         9.40                 9.78               10.30              N/A
      Accum Units o/s @ end of period                   2,178,459.79         1,476,993.82          106,671.96              N/A
INTERNATIONAL PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                                  13.93                12.50               12.26              11.60
          End of Period                                        19.26                13.93               12.50              12.26
      Accum Units o/s @ end of period                   3,403,423.52         3,645,458.54        3,700,183.10       2,718,751.84
MONEY MARKET PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                                  11.77                11.37               10.97              10.63
          End of Period                                        12.15                11.77               11.37              10.97
      Accum Units o/s @ end of period                   7,969,839.42         7,257,274.05        4,291,499.61       4,320,223.01
NORTH AMERICAN GOVERNMENT INVESTORS PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                                  13.67                13.32               12.33              10.53
          End of Period                                        14.68                13.67               13.32              12.33
      Accum Units o/s @ end of period                   1,532,276.68         1,816,650.85        1,790,540.24       1,047,240.17
PREMIER GROWTH PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                                  33.89                23.22               17.59              14.54
          End of Period                                        44.22                33.89               23.22              17.59
      Accum Units o/s @ end of period                  13,968,927.64        10,004,043.81        6,662,866.85       3,971,452.13
QUASAR PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                                  11.65                12.37               10.58              10.00
          End of Period                                        13.45                11.65               12.37              10.58
      Accum Units o/s @ end of period                   5,239,451.80         5,595,694.29        3,991,205.09         649,902.74
REAL ESTATE INVESTMENT PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                                   9.71                12.16               N/A                N/A
          End of Period                                         9.09                 9.71               12.16              N/A
      Accum Units o/s @ end of period                   1,173,826.98         1,323,433.94          936,389.36              N/A
SHORT-TERM MULTI MARKET PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                                  11.67                11.13               10.79               9.99
          End of Period                                        11.91                11.67               11.13              10.79
      Accum Units o/s @ end of period                     269,432.57           372,503.39          418,440.83         461,069.70
TECHNOLOGY PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                                  18.47                11.43               10.89              10.00
          End of Period                                        32.00                18.47               11.43              10.89
      Accum Units o/s @ end of period                   8,948,085.57         5,670,473.44        4,818,385.19       2,127,691.68
TOTAL RETURN PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                                  18.42                15.97               13.37              11.78
          End of Period                                        19.35                18.42               15.97              13.37
      Accum Units o/s @ end of period                   3,271,109.60         2,427,810.67        1,780,440.77       1,155,818.92
U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                                  12.80                12.00               11.20              11.07
          End of Period                                        12.32                12.80               12.00              11.20
      Accum Units o/s @ end of period                   4,082,327.72         3,516,324.78        2,190,735.81       1,838,415.41
UTILITY INCOME PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                                  19.04                15.58               12.57              11.82
          End of Period                                        22.42                19.04               15.58              12.57
      Accum Units o/s @ end of period                   1,646,240.96         1,379,682.64          910,470.43         812,579.02
WORLDWIDE PRIVATIZATION PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                                  15.32                14.02               12.84              10.99
          End of Period                                        24.00                15.32               14.02              12.84
      Accum Units o/s @ end of period                   2,092,530.42         2,399,048.01        2,391,217.59       1,135,168.22

</TABLE>
<PAGE>



                         CONDENSED FINANCIAL INFORMATION
                            ACCUMULATION UNIT VALUES*
          (for an accumulation unit outstanding throughout the period)
                                   (continued)

<TABLE>

                                                        1995           1994          1993       1992
                                                      ----------------------------------------------
                                                     -----------------------------------------------

<S>                                                     <C>            <C>          <C>      <C>
ALLIANCE VARIABLE PRODUCTS SERIES FUND
CONSERVATIVE INVESTORS PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                            10.02         10.00          N/A       N/A
          End of Period                                  11.57         10.02          N/A       N/A
      Accum Units o/s @ end of period               405,192.27     62,828.02          N/A       N/A
GLOBAL BOND PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                            10.28         11.00         9.96       10.00
          End of Period                                  12.64         10.28        11.00        9.96
      Accum Units o/s @ end of period               213,886.71     85,875.16    18,846.45    5,444.00
GLOBAL DOLLAR GOVERNMENT PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                             9.74         10.00          N/A       N/A
          End of Period                                  11.82          9.74          N/A       N/A
      Accum Units o/s @ end of period               238,452.60     69,320.82          N/A       N/A
GROWTH PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                            10.48         10.00          N/A       N/A
          End of Period                                  13.97         10.48          N/A       N/A
      Accum Units o/s @ end of period             2,215,092.12    467,688.06          N/A       N/A
GROWTH & INCOME PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                            11.67         11.88        10.78       10.00
          End of Period                                  15.62         11.67        11.88       10.78
      Accum Units o/s @ end of period             1,554,549.81    438,680.32    28,041.82      800.00
GROWTH INVESTORS PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                             9.81         10.00          N/A       N/A
          End of Period                                  11.65          9.81          N/A       N/A
      Accum Units o/s @ end of period               292,173.06     29,492.78          N/A       N/A
HIGH YIELD PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                            N/A          N/A             N/A       N/A
          End of Period                                  N/A          N/A             N/A       N/A
      Accum Units o/s @ end of period                    N/A          N/A             N/A       N/A
INTERNATIONAL PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                            10.71         10.17        10.00       N/A
          End of Period                                  11.60         10.71        10.17       N/A
      Accum Units o/s @ end of period               981,260.91    447,407.41    21,717.14       N/A
MONEY MARKET PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                            10.26         10.08        10.00       N/A
          End of Period                                  10.63         10.26        10.08       N/A
      Accum Units o/s @ end of period             1,856,020.37    431,319.86     8,487.20       N/A
NORTH AMERICAN GOVERNMENT INVESTORS PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                             8.70         10.00          N/A       N/A
          End of Period                                  10.53          8.70          N/A       N/A
      Accum Units o/s @ end of period               531,374.67    340,817.36          N/A       N/A
PREMIER GROWTH PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                            10.15         11.13        10.00       10.00
          End of Period                                  14.54         10.15        11.13       10.00
      Accum Units o/s @ end of period             1,252,211.18    223,550.22    35,271.53    2,081.43
QUASAR PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                            N/A          N/A             N/A       N/A
          End of Period                                  N/A          N/A             N/A       N/A
      Accum Units o/s @ end of period                    N/A          N/A             N/A       N/A
REAL ESTATE INVESTMENT PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                            N/A          N/A             N/A       N/A
          End of Period                                  N/A          N/A             N/A       N/A
      Accum Units o/s @ end of period                    N/A          N/A             N/A       N/A
SHORT-TERM MULTI MARKET PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                             9.49         10.29         9.79       N/A
          End of Period                                   9.99          9.49        10.29       N/A
      Accum Units o/s @ end of period               115,207.71     95,717.71    14,511.57       N/A
TECHNOLOGY PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                            N/A          N/A             N/A       N/A
          End of Period                                  N/A          N/A             N/A       N/A
      Accum Units o/s @ end of period                    N/A          N/A             N/A       N/A
TOTAL RETURN PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                             9.65         10.00          N/A       N/A
          End of Period                                  11.78          9.65          N/A       N/A
      Accum Units o/s @ end of period               328,256.04     34,684.53          N/A       N/A
U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                             9.42          9.95        10.00       N/A
          End of Period                                  11.07          9.42         9.95       N/A
      Accum Units o/s @ end of period               914,988.76    320,574.64    41,210.45       N/A
UTILITY INCOME PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                             9.87         10.00          N/A       N/A
          End of Period                                  11.82          9.87          N/A       N/A
      Accum Units o/s @ end of period               358,005.39    111,604.02          N/A       N/A
WORLDWIDE PRIVATIZATION PORTFOLIO
      Accumulation Unit Value
          Beginning of Period                            10.05         10.00          N/A       N/A
          End of Period                                  10.99         10.05          N/A       N/A
      Accum Units o/s @ end of period               394,704.27    105,674.08          N/A       N/A

</TABLE>



<PAGE>

*Funds were first invested in the Portfolios as listed below:

Conservative Investors Portfolio                   October 28, 1994
Global Bond Portfolio                              July 15, 1991
Global Dollar Government Portfolio                 May 2, 1994
Growth Portfolio                                   September 15, 1994
Growth and Income Portfolio                        January 14, 1991
Growth Investors Portfolio                         October 28, 1994
High-Yield Portfolio                               October 27, 1997
International Portfolio                            December 28, 1992
Money Market Portfolio                             December 4, 1992
North American Government Income Portfolio         May 3, 1994
Premier Growth Portfolio                           June 26, 1992
Quasar Portfolio                                   August 5, 1996
Real Estate Investment Portfolio                   January 9, 1997
Short-Term Multi-Market Portfolio                  November 28, 1990
Technology Portfolio                               January 11, 1996
Total Return Portfolio                             December 28, 1992
U.S. Government/High Grade Securities Portfolio    September 17, 1992
Utility Income Portfolio                           May 10, 1994
Worldwide Privatization Portfolio                  September 23, 1994




<PAGE>

================================================================
                              TABLE OF CONTENTS OF
                     THE STATEMENT OF ADDITIONAL INFORMATION

================================================================


GENERAL INFORMATION
         AIG Life Insurance Company
         Independent Accountants
         Legal Counsel
         Distributor

CALCULATION OF PERFORMANCE DATA
         Yield and Effective Yield Quotations for the
              Money Market Subaccount

         Yield Quotations for Other Subaccounts
         Total Return Quotations
         Non-Standardized Performance Data

ANNUITY PROVISIONS
         Variable Annuity Payments
         Annuity Unit Value
         Net Investment Factor
         Additional Provisions
         Variable Annuity Payments

FINANCIAL STATEMENTS





<PAGE>


                                     PART B
<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

                                   May 1, 2000

                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                           AIG LIFE INSURANCE COMPANY
                                   through its
                               VARIABLE ACCOUNT I


This statement of additional information is not a prospectus.  It should be read
in conjunction  with the prospectus  describing the flexible  premium,  deferred
annuity  contract.  The  prospectus  concisely  sets  forth  information  that a
prospective investor should know before investing.  For a copy of the prospectus
dated  May 1,  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.




<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....5
     Yield Quotations for Other Subaccounts..................................5
     Total Return Quotations.................................................5
     Non-Standardized Performance Data.......................................6
     Tax Deferred Accumulation...............................................7

ANNUITY PROVISIONS...........................................................8
     Variable Annuity Payments...............................................8
     Annuity Unit Value......................................................8
     Net Investment Factor...................................................9
     Additional Provisions..................................................10

FINANCIAL STATEMENTS........................................................10





<PAGE>



=====================================================================
                               GENERAL INFORMATION

=====================================================================

AIG Life Insurance Company

A description  of AIG Life  Insurance  Company and its ownership is contained in
the  prospectus.  We will provide for the  safekeeping of the assets of Variable
Account I.

Independent Accountants

Our  financial  statements  have been  audited by  PricewaterhouseCoopers,  LLP,
independent   certified  public  accountants,   whose  offices  are  located  in
Philadelphia, Pennsylvania.

Legal Counsel

Legal matters  relating to the federal  securities  laws in connection  with the
contract  described herein and in the prospectus are being passed upon by Jorden
Burt Boros Cicchetti Berenson & Johnson LLP, Washington, D.C.

Distributor

Our affiliate, AIG Equity Sales Corp. ("AIGESC"),  70 Pine Street, New York, New
York,  acts  as the  distributor  of the  contract.  AIGESC  is a  wholly  owned
subsidiary of American International Group, Inc. 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 possibly arise
and  to  determine  what  action,  if  any,  should  be  taken.  If  a  material
irreconcilable




<PAGE>



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. The yield and effective yield quotations do not
reflect the  surrender  charge that may be assessed at the time of withdrawal in
an amount ranging up to 6% of the requested withdrawal amount, with the specific
percentage applicable to a particular withdrawal depending on the length of time
the  premium  was held  under the  contract  and  whether  withdrawals  had been
previously  made during that  Contract  Year.  No  deductions or sales loads are
assessed upon annuitization under the contract. Realized gains and losses from




<PAGE>



the sale of securities and unrealized appreciation and depreciation of the money
market  subaccount  and  the  corresponding  portfolio  are  excluded  from  the
calculation of yield.

Yield Quotations for Other Subaccounts

Yield quotations will be based on the thirty-day period ended on the date of the
most recent  balance  sheet of Variable  Account I included in the  registration
statement,   and  are  computed  by  dividing  the  net  investment  income  per
Accumulation  Unit earned  during the period by the maximum  offering  price per
unit on the last day of the period, according to the following formula:

                           Yield = 2[(a - b + 1)6 - 1]
                                    ---------
                                       cd

Where:

               a    = net  investment  income  earned  during  the period by the
                    portfolio attributable to shares owned by the Subaccount.

               b    = expenses accrued for the period (net of reimbursements)

               c    = the average daily number of Accumulation Units outstanding
                    during the period.

               d    = the maximum  offering price per  Accumulation  Unit on the
                    last day of the period

Yield quotations for a subaccount reflect all recurring contract charges (except
surrender charge).  For any charge that varies with the size of the account, the
account size is assumed to be the respective subaccount's mean account size.

A  surrender  charge  may be  assessed  at the time of  withdrawal  in an amount
ranging  up to  6%  of  the  requested  withdrawal  amount,  with  the  specific
percentage applicable to a particular withdrawal depending on the length of time
the premium was held under the contract,  and whether withdrawals had previously
been made during that Contract Year.

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:




<PAGE>



                                  P(1+T)n = ERV

Where:            P = a hypothetical initial payment of $1,000

                  T = average annual total return

                  n = number of years

                  ERV = ending redeemable value of a hypothetical $1,000 payment
                  made at the beginning of the  particular  period at the end of
                  the particular period

The total return quotations  reflect all recurring contract charges and assume a
total surrender at the end of the particular  period. For any charge that varies
with the size of the account,  the account size is assumed to be the  respective
subaccount's mean account size.

Non-Standardized Performance Data

Non-standardized  total return  quotations for all of the subaccounts other than
the money market  subaccount will be average annual total return  quotations for
the  one,  five,  and ten  year  periods  (or,  where a  subaccount  has been in
existence  for a period of less than one,  five or ten  years,  for such  lesser
period) ended on the date of the most recent balance sheet of Variable Account I
and for the period from the date monies were first  placed into the  subaccounts
until the aforesaid  date.  The  quotations  are computed by finding the average
annual  compounded  rates of return over the relevant  periods that would equate
the initial amount  invested to the ending  redeemable  value,  according to the
following formula:

                                  P(1+T)n = ERV

Where:            P = a hypothetical initial payment of $1,000

                  T = average annual total return

                  n = number of years

                  ERV = ending redeemable value of a hypothetical $1,000 payment
                  made at the beginning of the  particular  period at the end of
                  the particular period

Non-standardized total return quotations reflect all recurring contract charges.
For any charge  that varies with the size of the  account,  the account  size is
assumed to be the respective subaccount's mean account size. The calculations do
not,  however,  assume a total surrender as of the end of the particular  period
and, therefore, no surrender charge is reflected.




<PAGE>




Tax Deferred Accumulation

In reports or other  communications to you or in advertising or sales materials,
we may also describe the effects of tax deferred compounding on Variable Account
I's  investment  returns  or upon  returns  in  general.  These  effects  may be
illustrated in charts or graphs and may include comparisons at various points in
time of returns  under the contract or in general on a  tax-deferred  basis with
the returns on a taxable basis. Different tax rates may be assumed.

In general,  individuals who own annuity contracts are not taxed on increases in
the value under the annuity  contract  until some form of  distribution  is made
from the  contract.  Thus,  the annuity  contract will benefit from tax deferral
during  the  accumulation  phase,  which  generally  will  have  the  effect  of
permitting  an  investment  in an annuity  contract to grow more  rapidly than a
comparable  investment  under  which  increases  in value are taxed on a current
basis. The chart shows  accumulations  on an initial  investment or premium of a
given amount,  assuming  hypothetical gross annual returns compounded  annually,
and a stated  assumed rate.  The values shown for the taxable  investment do not
include any  deduction  for  management  fees or other  expenses but assume that
taxes are deducted  annually from investment  returns.  The values shown for the
variable  annuity in a chart reflect the deduction of contractual  expenses such
as the 1.25% mortality and expense risk charge, the 0.15% administrative charge,
and the $30 contract  maintenance  fee,  but not the  expenses of an  underlying
investment  vehicle.  In addition,  these values  assume that the owner does not
surrender  the  contract  or make any  partial  surrenders  until the end of the
period shown.  The chart assumes a full surrender at the end of the period shown
and the payment of taxes at the 31% rate on the amount in excess of the premium.

In developing tax-deferral charts, we will follow these general principles:

     (1)  the assumed rate of earnings will be realistic;

     (2)  the chart will depict accurately the effect of all fees and charges or
          provide a narrative that prominently discloses all fees and charges;

     (3)  comparative  charts  for  accumulation  values  for  tax-deferred  and
          non-tax-deferred  investments  will  depict  the  implications  of any
          surrender; and

     (4)  a narrative  accompanying  the chart will  disclose  prominently  that
          there may be a 10% tax penalty on a surrender  by an owner who has not
          reached age 59 1/2.

The rates of return  illustrated  are  hypothetical  and are not an  estimate or
guaranty of performance. Actual tax rates may vary for different taxpayers.




<PAGE>



=====================================================================
                               ANNUITY PROVISIONS

=====================================================================

Variable Annuity Payments

A variable annuity is an annuity with payments which are not predetermined as to
dollar  amount and will vary in amount  with the net  investment  results of the
applicable  subaccounts.  At the  Annuity  Date,  the  Contract  Value  in  each
subaccount  will be applied to the applicable  annuity  tables  contained in the
contract. The annuity table used will depend upon the payment option chosen. The
same  Contract  Value  amount  applied  to each  payment  option  may  produce a
different initial annuity payment.  If, as of the Annuity Date, the then current
annuity  rates  applicable  to contract  will provide a larger  income than that
guaranteed  for the same form of annuity under the  contract,  the larger amount
will be paid.

The first annuity  payment for each  subaccount is determined by multiplying the
amount of the Contract Value allocated to that subaccount by the factor shown in
the table  for the  option  selected,  divided  by 1000.  The  dollar  amount of
subsequent annuity payments is determined as follows:

         (a)      The dollar amount of the first  annuity  payment is divided by
                  the  Annuity  Unit  value  as  of  the  Annuity   Date.   This
                  establishes  the  number of  Annuity  Units  for each  monthly
                  payment.  The number of Annuity Units remains fixed during the
                  annuity payment period, subject to any transfers.

         (b)      The fixed number of Annuity Units is multiplied by the Annuity
                  Unit value for the Valuation Period fourteen days prior to the
                  date of payment.

The total  dollar  amount of each  variable  annuity  payment  is the sum of all
subaccount   variable   annuity   payments  less  the  pro-rata  amount  of  the
administrative charge.

Annuity Unit Value

The value of an Annuity Unit for each  subaccount was  arbitrarily set initially
at $10.  This was done when the  first  portfolio  shares  were  purchased.  The
Annuity Unit value at the end of any subsequent  Valuation  Period is determined
by multiplying the subaccount's Annuity Unit value for the immediately preceding
Valuation Period by the quotient of (a) and (b) where:

     o    (a) is the net  investment  factor for the Valuation  Period for which
          the Annuity Unit value is being determined; and

     o    (b) is the assumed investment factor for such Valuation Period.





<PAGE>



The assumed  investment  factor adjusts for the interest  assumed in determining
the first variable annuity  payment.  Such factor for any Valuation Period shall
be the accumulated  value, at the end of such period,  of $1.00 deposited at the
beginning of such period at the assumed investment rate of 5%.

Net Investment Factor

The net  investment  factor is used to  determine  how  investment  results of a
portfolio  affect the Annuity Unit value of the  subaccount  from one  Valuation
Period  to the next.  The net  investment  factor  for each  subaccount  for any
Valuation  Period is determined by dividing (a) by (b) and  subtracting (c) from
the result, where:

     o    (a) is equal to:

          (i)  the net  asset  value  per  share  of the  portfolio  held in the
               subaccount determined at the end of that Valuation Period, plus

          (ii) the per share amount of any dividend or capital gain distribution
               made by the portfolio held in the subaccount if the "ex-dividend"
               date occurs during that same Valuation Period, plus or minus

          (iii)a per share charge or credit, which we determine,  for changes in
               tax  reserves   resulting  from  investment   operations  of  the
               subaccount.

     o    (b) is equal to:

          (i)  the net  asset  value  per  share  of the  portfolio  held in the
               subaccount  determined  as of  the  end of  the  prior  Valuation
               Period, plus or minus

          (ii) the per share charge or credit for any change in tax reserves for
               the prior Valuation Period.

     o    (c) is equal to:

          (i)  the percentage factor representing the mortality and expense risk
               charge, plus

          (ii) the percentage factor representing the administrative charge.

The net  investment  factor may be greater or less than the  assumed  investment
factor.  Therefore,  the  Annuity  Unit  value may  increase  or  decrease  from
Valuation Period to Valuation Period.



<PAGE>


Additional Provisions

We may require proof of the age of the Annuitant  before making any life annuity
payment  provided  for by the  contract.  If the age of the  Annuitant  has been
misstated,  we will  compute the amount  payable  based on the  correct  age. If
annuity payments have begun,  any  underpayment  that may have been made will be
paid in full with the next  annuity  payment,  including  interest at the annual
rate of 5%. Any  overpayments,  including  interest  at the  annual  rate of 5%,
unless repaid to us in one sum, will be deducted  from future  annuity  payments
until we are repaid in full.

If a contract  provision  requires  that a person be alive,  we may  require due
proof that the person is alive before we act under that provision.

We will give the payee under an annuity payment option a settlement contract for
the payment option.

You may assign the contract prior to the Annuity Date. You must send a dated and
signed  written  request  to our  Administrative  Office  accompanied  by a duly
executed copy of any assignment.  We are not responsible for the validity of any
assignment.

=====================================================================
                              FINANCIAL STATEMENTS

=====================================================================

Our  consolidated  balance  sheets and those of Variable  Account I are included
herein.  A complete  set of the  financial  statements  of the  company  and the
variable account have been filed electronically with the SEC and can be obtained
through its website at  http://www.sec.gov.  Our financial  statements  shall be
considered  only as bearing upon our ability to meet our  obligations  under the
contract.



<PAGE>


                       STATEMENT OF ADDITIONAL INFORMATION

                                   May 1, 2000

                           VARIABLE ANNUITY CONTRACTS

                                    issued by

                           AIG LIFE INSURANCE COMPANY

                                   through its

                               VARIABLE ACCOUNT I

This statement of additional information is not a prospectus.  It should be read
in conjunction with the prospectus  describing the individual and group,  single
and flexible  purchase  payment,  variable  annuity  contracts.  The  prospectus
concisely sets forth information that a prospective  investor should know before
investing.  For a copy of the  prospectus  dated May 1,  2000,  call us at (800)
255-8402  or  write  to us  AIG  Life  Insurance  Company,  Attention:  Variable
Products, One Alico Plaza, 600 King Street, Wilmington, Delaware 19801.

DATE OF STATEMENT OF ADDITIONAL INFORMATION:  May 1, 2000






<PAGE>



                                TABLE OF CONTENTS

                                                                    Page

GENERAL INFORMATION..................................                 B-3
      AIG Life Insurance Company.....................                 B-3
      Independent Accountants........................                 B-3
      Legal Counsel..................................                 B-3
      Distributor....................................                 B-3
         Potential Conflicts.........................

CALCULATION OF PERFORMANCE DATA......................                 B-3
         Yield and Effective Yield Quotations for the

           Money Market Subaccount......................              B-3
         Yield Quotations for Other Subaccounts.........              B-4
         Total Return Quotations........................              B-5
         Non-Standarized Performance Data...............              B-6

ANNUITY PROVISIONS...................................                 B-8
      Variable Annuity Payments......................                 B-8
      Annuity Unit Value.............................                 B-8
      Net Investment Factor..........................                 B-9
      Additional Provisions..........................                 B-10

FINANCIAL STATEMENTS.................................                 B-10




<PAGE>




                               GENERAL INFORMATION

AIG Life Insurance Company

A description of AIG Life Insurance  Company,  and its ownership is contained in
the  Prospectus.  We will  provide  for the  safekeeping  of the  assets  of the
Variable Account.

Independent Accountants

Our  financial  statements  have been  audited by  PricewaterhouseCoopers,  LLP,
independent   certified  public  accountants,   whose  offices  are  located  in
Philadelphia, Pennsylvania.

Legal Counsel

Legal matters  relating to the federal  securities  laws in connection  with the
contract  described  herein are being passed upon by Jorden Burt Boros Cicchetti
Berenson & Johnson LLP, Washington, D.C..

Distributor

Our affiliate,  AIG Equity Sales Corp.  (AIGESC),  a wholly owned  subsidiary of
American  International  Group,  Inc., acts as the distributor.  Commissions are
paid by Variable  Account I directly to selling dealers and  representatives  on
behalf of AIGESC. Aggregate commissions were $33,398,137 in 1998, $27,225,980 in
1997, and $23,531,557 in 1996.  Commissions  retained by AIGESC were $0 in 1998,
$193,263 in 1997, and $83,483 in 1996.

Potential Conflicts

Shares  of the funds may be sold only to  separate  accounts  of life  insurance
companies.  They  may be  sold to our  other  separate  accounts,  as well as to
separate accounts of other affiliated or unaffiliated life insurance  companies,
to fund variable annuity contracts and variable life insurance  policies.  It is
conceivable  that, in the future,  it may be  disadvantageous  for variable life
insurance  separate accounts and variable annuity separate accounts to invest in
a fund  simultaneously.  Although neither we nor the funds currently foresee any
such  disadvantages,  either to  variable  life  insurance  policy  owners or to
variable  annuity owners,  each fund's board of directors will monitor events in
order to identify any material irreconcilable conflicts which may possibly arise
and  to  determine  what  action,  if  any,  should  be  taken.  If  a  material
irreconcilable  conflict were to occur,  we will take whatever  steps are deemed
necessary,  at our expense,  to remedy or eliminate the irreconcilable  material
conflict.  As a result,  one or more insurance  company separate  accounts might
withdraw  their  investments  in the  fund.  This  might  force the fund to sell
securities at disadvantageous prices.

CALCULATION OF PERFORMANCE RELATED INFORMATION

Yield and Effective  Yield  Quotations  for the Money Market Subaccount

The Yield quotation for the Money Market  sub-account will be for the seven days
ended on the date of the  most  recent  balance  sheet of the  Variable  Account
included in the registration  statement.  It will be computed by determining the
net  change,  exclusive  of  capital  changes,  in the  value of a  hypothetical
pre-existing  account  having a balance  of one  Accumulation  Unit in the money
market  subaccount  at the beginning of the period,  subtracting a  hypothetical
charge reflecting deductions from Owner accounts, dividing the difference by the
value of the  account  at the  beginning  of the base  period to obtain the base
period  return,  and  multiplying  the base  period  return by (365/7)  with the
resulting figure carried to at least the nearest hundredth of one percent.

Any effective  yield  quotation for the money market  subaccount will be for the
seven days ended on the date of the most recent  balance  sheet of the  Variable
Account included in the  registration  statement and will be carried at least to
the nearest hundredth of one percent. It will be computed by determining the net
change,   exclusive  of  capital  changes,   in  the  value  of  a  hypothetical
pre-existing  account  having a balance  of one  Accumulation  Unit in the money
market  subaccount  at the beginning of the period,  subtracting a  hypothetical
charge reflecting deductions from Owner accounts, dividing the difference by the
value of the  account  at the  beginning  of the base  period to obtain the base
period return,  and then compounding the base period return by adding 1, raising
the sum to a power equal to 365 divided by 7 and  subtracting 1 from the result,
according to the following formula:

         EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)365/7]-1.

For purposes of the yield and effective  yield  computations,  the  hypothetical
charge  reflects all deductions  that are charged to all Contract Owner accounts
in proportion to the length of the base period.  For any fees that vary with the
size  of the  account,  the  account  size is  assumed  to be the  Money  Market
Subaccount's  mean account size. The yield and effective yield quotations do not
reflect the Deferred Sales Charge that may be assessed at the time of withdrawal
in an amount  ranging  up to 6% of the  requested  withdrawal  amount,  with the
specific  percentage  applicable  to a  particular  withdrawal  depending on the
length of time the  purchase  payment  was held under the  Contract  and whether
withdrawals  had been  previously  made during that Contract Year. (See "Charges
and  Deductions - Deduction  for Deferred  Sales Charge" of the  Prospectus)  No
deductions or sales loads are assessed upon  annuitization  under the Contracts.
Realized   gains  and  losses  from  the  sale  of  securities   and  unrealized
appreciation  and  depreciation of the Money Market  Subaccount and the Fund are
excluded from the calculation of yield.

Yield Quotations for Other Subaccounts

Yield  quotations  will be set  forth  in the  Prospectus  will be  based on the
thirty-day  period  ended on the date of the most  recent  balance  sheet of the
Variable  Account included in the  registration  statement,  and are computed by
dividing  the net  investment  income per  Accumulation  Unit earned  during the
period by the  maximum  offering  price per unit on the last day of the  period,
according to the following formula:

                        Yield = 2[(a - b + 1)6 - 1]
                                  -----------
                                     cd

Where:

     a    = net investment  income earned during the period by the corresponding
          portfolios of the Fund attributable to shares owned by the Subaccount.

     b    = expenses accrued for the period(net of reimbursements).

     c    = the average daily number of Accumulation  Units  outstanding  during
          the period.

     d    = the maximum offering price per Accumulation  Unit on the last day of
          the period.

For the purposes of yield quotations for the Subaccount,  the calculations  take
into effect all fees that are charged to all Contract  Owner  accounts.  For any
fees that vary with the size of the  account,  the account size is assumed to be
the respective Subaccount's mean account size. The calculations do not take into
account the Deferred Sales Charge or any transfer charges.

A Deferred  Sales Charge may be assessed at the time of  withdrawal in an amount
ranging  up to  6%  of  the  requested  withdrawal  amount,  with  the  specific
percentage applicable to a particular withdrawal depending on the length of time
the purchase  payment was held under the Contract,  and whether  withdrawals had
been  previously  made during that Contract Year. (See "Charges and Deductions -
Deduction  for Deferred  Sales Charge" of the  Prospectus)  There is currently a
transfer  charge of $10 per  transfer  after a specified  number of transfers in
each  Contract  Year.  (See "The Fund,  - Transfer  of  Contract  Values" of the
Prospectus)

Total Return Quotations

The total return  quotations for all of the  Subaccounts  will be average annual
total return  quotations  for the one,  five,  and ten year periods (or, where a
Subaccount  has been in  existence  for a period of less  than one,  five or ten
years,  for such lesser  period)  ended on the date of the most  recent  balance
sheet of the Variable Account and for the period from the date monies were first
placed  into the  Subaccounts  until the  aforesaid  date.  The  quotations  are
computed  by finding  the  average  annual  compounded  rates of return over the
relevant  periods  that would equate the initial  amount  invested to the ending
redeemable value, according to the following formula:

                        P(1+T)to the power of n = ERV

            Where:      P = a hypothetical initial payment of $1,000

                        T = average annual total return

                        n = number of years

                        ERV  =   ending   redeemable   value   of  a
                        hypothetical  $1,000  payment  made  at  the
                        beginning  of the  particular  period at the
                        end of the particular period.

For the  purposes of the total return  quotations,  the  calculations  take into
effect all fees that are charged to all Contract  Owner  accounts.  For any fees
that vary with the size of the  account,  the account  size is assumed to be the
respective  Subaccount's mean account size. The calculations also assume a total
withdrawal as of the end of the particular period.

Non-Standardized Performance Data

Total Return Quotations

The total return quotations for all of the Subaccounts other than a Money Market
Subaccount,  will be average  annual total return  quotations for the one, five,
and ten year periods (or,  where a Subaccount has been in existence for a period
of less than one, five or ten years,  for such lesser  period) ended on the date
of the most recent balance sheet of the Variable Account and for the period from
the date monies were first placed into the Subaccounts until the aforesaid date.
The quotations are computed by finding the average  annual  compounded  rates of
return over the relevant  periods that would equate the initial amount  invested
to the ending redeemable value, according to the following formula:

                     P(1+T)to the power of n = ERV

             Where:  P = a hypothetical initial payment of $1,000

                     T = average annual total return

                     n = number of years

                     ERV = ending  redeemable  value of a hypothetical
                     $1,000  payment  made  at  the  beginning  of the
                     particular  period  at the end of the  particular
                     period.

For the  purposes of the total return  quotations,  the  calculations  take into
effect all fees that are charged to all Contract  Owner  accounts.  For any fees
that vary with the size of the  account,  the account  size is assumed to be the
respective  Subaccount's  mean account size. The  calculations do not,  however,
assume a total withdrawal as of the end of the particular period.

Tax Deferred Accumulation

In reports or other  communications to You or in advertising or sales materials,
the Company may also  describe  the effects of tax deferred  compounding  on the
separate account's investment returns or upon returns in general.  These effects
may be  illustrated  in charts or graphs and may include  comparisons at various
points in time of returns  under the  Contract  or in general on a  tax-deferred
basis with the returns on a taxable basis. Different tax rates may be assumed.

In general,  individuals who own annuity contracts are not taxed on increases in
the value under the annuity  contract  until some form of  distribution  is made
from the  contract.  Thus,  the annuity  contract will benefit from tax deferral
during  the  accumulation  period,  which  generally  will  have the  effect  of
permitting  an  investment  in an annuity  contract to grow more  rapidly than a
comparable  investment  under  which  increases  in value are taxed on a current
basis. The charts may show  accumulations  on an initial  investment or Purchase
Payment  of  a  given  amount,   assuming  hypothetical  gross  annual  returns,
compounded annually, and a stated assumed rate. The values shown for the taxable
investment  will not include any deduction for management fees or other expenses
but assume that taxes are deducted annually from investment returns.  The values
shown for the variable  annuity in a chart reflect the deduction of  contractual
expenses  such as the  1.25%  mortality  and  expense  risk  charge,  the  0.15%
Administrative Fee and the $30 Contract Maintenance Charge, but not the expenses
of an underlying investment vehicle, such as the Fund. In addition, these values
assume that the Owner does not  surrender  the Contract or make any  withdrawals
until the end of the period shown. The chart assumes a full  withdrawal,  at the
end of the period shown,  of all contract  value and the payment of taxes at the
stated assumed rate on the amount in excess of the Purchase Payment.

In  developing  tax-deferral  charts,  the  Company  will follow  these  general
principles:

     (1)  the assumed rate of earnings will be realistic;

     (2)  the chart will depict  accurately  the effect of all fees and charges,
          or  provide  a  narrative  that  prominently  discloses  all  fees and
          charges;

     (3)  comparative  charts  for  accumulation  values  for  tax-deferred  and
          non-tax-deferred   investments   will  depict  the   implications   of
          withdrawals and surrenders; and

     (4)  a narrative  accompanying  the chart will  disclose  prominently  that
          there may be a 10% tax penalty on  withdrawals  by Owners who have not
          reached age 59 1/2.

The rates of  return  illustrated  in a chart  will be  hypothetical  and not an
estimate  or guaranty of  performance.  Actual tax rates may vary for  different
taxpayers from those illustrated in a chart.

                               ANNUITY PROVISIONS

Variable Annuity Payments

A Variable Annuity is an annuity with payments which are not predetermined as to
dollar  amount and will vary in amount  with the net  investment  results of the
applicable  Subaccounts.  At  the  Annuity  Date  the  Contract  Value  in  each
Subaccount  will be applied to the applicable  Annuity  Tables  contained in the
Contract. The Annuity Table used will depend upon the payment option chosen. The
same  Contract  Value  amount  applied  to each  payment  option  may  produce a
different initial annuity payment.  If, as of the Annuity Date, the then current
annuity rates applicable to this class of contracts will provide a larger income
than that guaranteed for the same form of annuity under the Contracts  described
herein, the larger amount will be paid.

The first annuity  payment for each  Subaccount is determined by multiplying the
amount of the Contract Value allocated to that Subaccount by the factor shown in
the table for the option selected, divided by 1000.

The dollar amount of Subaccount  annuity  payments after the first is determined
as follows:

     (a)  The dollar amount of the first annuity payment is divided by the value
          for  the  Subaccount  Annuity  Unit  as  of  the  Annuity  Date.  This
          establishes the number of Annuity Units for each monthly payment.  The
          number of Annuity  Units  remains  fixed  during the  Annuity  payment
          period, subject to any transfers.

     (b)  The fixed number of Annuity  Units is  multiplied  by the Annuity Unit
          value for the Valuation Period 14 days prior to the date of payment.

The total  dollar  amount of each  Variable  Annuity  payment  is the sum of all
Subaccount  variable  annuity  payments  less the pro-rata  amount of the annual
Administrative Charge.

Annuity Unit Value

The value of an Annuity Unit for each  Subaccount was  arbitrarily set initially
at $10. This was done when the first Fund shares were purchased.  The Subaccount
Annuity Unit value at the end of any subsequent  Valuation  Period is determined
by multiplying the Subaccount  Annuity Unit value for the immediately  preceding
Valuation Period by the quotient of (a) and (b) where:

     (a)  is the net  investment  factor for the Valuation  Period for which the
          Subaccount Annuity Unit value is being determined; and

     (b)  is the  assumed  investment  factor  for such  Valuation  Period.  The
          assumed   investment  factor  adjusts  for  the  interest  assumed  in
          determining the first variable  annuity  payment.  Such factor for any
          Valuation  Period shall be the  accumulated  value, at the end of such
          period,  of $1.00  deposited  at the  beginning  of such period at the
          assumed investment rate of 5%.

Net Investment Factor

The net  investment  factor is used to determine how  investment  results of the
Fund affect the Subaccount  Annuity Unit value from one Valuation  Period to the
next. The net investment  factor for each Subaccount for any Valuation Period is
determined by dividing (a) by (b) and subtracting (c) from the result, where:

          (a)  is equal to:

     (i)  the net  asset  value  per  share of the Fund  held in the  Subaccount
          determined at the end of that Valuation Period; plus

     (ii) the per share amount of any dividend or capital gain distribution made
          by the Fund held in the  Subaccount if the  "ex-dividend"  date occurs
          during that same Valuation Period; plus or minus

     (iii)a per share charge or credit,  which is determined by the Company, for
          changes in tax reserves  resulting from  investment  operations of the
          Subaccount.

          (b)  is equal to:

     (i)  the net  asset  value  per  share of the Fund  held in the  Subaccount
          determined as of the end of the prior Valuation Period; plus or minus

     (ii  the per share  charge or credit for any change in tax reserves for the
          prior Valuation Period.

          (c)  is equal to:

     (i)  the  percentage  factor  representing  the  Mortality and Expense Risk
          Charge, plus

     (ii) the percentage factor representing the daily Administrative Charge.

     The  net  investment  factor  may be  greater  or  less  than  the  assumed
     investment  factor;  therefore,  the  Subaccount  Annuity  Unit  value  may
     increase or decrease from Valuation Period to Valuation Period.

Additional Provisions

The Company may require proof of the age of the Annuitant before making any life
annuity  payment  provided for by the Contract.  If the age of the Annuitant has
been  misstated the Company will compute the amount payable based on the correct
age. If annuity payments have begun, any  underpayments  that may have been made
will be paid in full with the next annuity  payment,  including  interest at the
annual rate of 5%. Any  overpayments,  including  interest at the annual rate of
5%,  unless  repaid to the  Company in one sum,  will be  deducted  from  future
annuity payments until the Company is repaid in full.

If a Contract provision requires that a person be alive, the Company may require
due proof that the person is alive before the Company acts under that provision.

The Company  will give the payee under an annuity  payment  option a  settlement
contract for the payment option.

You may assign this Contract prior to the Annuity Date. A written request, dated
and signed by you must be sent to our  Administrative  Office.  A duly  executed
copy of any assignment must be filed with our Administrative  Office. We are not
responsible for the validity of any assignment.

                              FINANCIAL STATEMENTS

Our  consolidated  balance  sheets and those of Variable  Account I are included
herein.  A complete  set of the  financial  statements  of the  company  and the
variable account have been filed electronically with the SEC and can be obtained
through their website at  http://www.sec.gov.  Our financial statements shall be
considered  only as bearing upon our ability to meet our  obligations  under the
contract.
<PAGE>


                           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.

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>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Contract Holders of
AIG Life Insurance Company

Variable Account I

In our opinion,  the  accompanying  statements of assets and  liabilities of AIG
Life Insurance  Company Variable Account I (comprising  sixty-five  subaccounts,
hereafter  collectively  referred  to as  "Variable  Account I") and the related
statements  of  operations  and  changes in net assets  present  fairly,  in all
material respects,  the financial position of Variable Account I at December 31,
1999,  and the results of its operations for the year then ended and the changes
in its net  assets  for  each of the two  years in the  period  then  ended,  in
conformity with accounting  principles  generally accepted in the United States.
These financial  statements are the responsibility of the management of Variable
Account I; our  responsibility  is to  express  an  opinion  on these  financial
statements  based on our audits.  We conducted our audits of these statements in
accordance  with 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.

March 10, 2000




<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I


                       STATEMENT OF ASSETS AND LIABILITIES
                                DECEMBER 31, 1999
<TABLE>

ASSETS:
       Investments at Market Value:

                                                                           Shares                Cost               Market Value
                                                                   ----------------------------------------------------------------
              <S>                                                   <C>                    <C>                   <C>
            AIM
              Capital Appreciation Fund                                   78,940.837         $ 1,964,074             $ 2,808,716
              International Equity Fund                                  123,776.999           2,551,338               3,625,431
            Alliance
              Money Market Portfolio                                 100,967,746.450         100,967,746             100,967,746
              Premier Growth Portfolio                                15,936,838.460         411,322,469             644,645,115
              Growth & Income Portfolio                               19,253,202.227         377,959,142             419,519,614
              International Portfolio                                  3,051,885.127          49,511,680              66,470,057
              Short-Term Multi-Market Portfolio                          323,753.325           3,234,525               3,208,393
              Global Bond Portfolio                                      762,715.347           8,671,200               8,580,545
              U.S. Government/High Grade Securities Portfolio          4,734,737.903          55,722,261              52,931,974
              Global Dollar Government Portfolio                         778,777.476           9,479,558               8,403,011
              North American Government Income Portfolio               1,831,926.719          23,081,762              22,752,532
              Utility Income Portfolio                                 1,752,369.603          29,596,439              37,956,325
              Conservative Investors Portfolio                         1,829,805.195          23,627,210              24,574,284
              Growth Investors Portfolio                                 900,603.991          12,645,353              15,427,347
              Growth Portfolio                                        11,583,317.867         258,498,357             389,075,571
              Total Return Portfolio                                   3,711,014.427          62,080,773              64,905,641
              Worldwide Privatization Portfolio                        2,370,042.831          35,373,281              51,524,730
              Technology Portfolio                                     9,104,409.167         216,283,179             305,999,186
              Quasar Portfolio                                         5,697,402.059          67,156,794              74,066,228
              Real Estate Investment Portfolio                         1,261,462.389          13,553,019              11,189,170
              High Yield Portfolio                                     2,366,448.703          23,548,536              21,629,341
            Dreyfus
              Stock Index Fund                                           588,973.950          17,437,086              22,646,050
              Zero Coupon 2000 Portfolio                                   6,706.380              82,633                  81,615
              Small Company Stock Portfolio                              100,534.405           1,547,506               1,677,921
            Fidelity
              Money Market Portfolio                                  12,263,432.910          12,263,433              12,263,433
              Asset Manager Portfolio                                    587,498.451          10,123,585              10,968,598
              Growth Portfolio                                           415,668.330          16,883,805              22,832,659
              High Income Portfolio                                      650,292.513           7,664,718               7,354,806
              Investment Grade Bond Portfolio                            398,061.355           4,939,897               4,840,423
              Overseas Portfolio                                          50,075.850             970,860               1,374,081
              Contrafund Portfolio                                       231,082.765           5,529,117               6,736,063
            Hotchkis & Wiley
              International VIP Portfolio                                 10,291.790             112,768                 118,563
              Low Duration VIP Portfolio                                   8,862.007              87,315                  86,049
            Mercury
              U.S. Large Cap Fund                                          6,191.257              72,182                  74,482
            Merrill Lynch
              Basic Value Focus Fund                                     530,471.244           7,462,035               7,214,406
              Capital Focus Fund                                             762.860               7,845                   7,758
              Developing Capital Markets Fund                             13,310.738              95,747                 137,635
              Domestic Money Market Fund                               1,280,801.200           1,280,801               1,280,801
              Global Growth Focus Fund                                    17,272.094             214,822                 255,282
              Global Strategy Focus Fund                                  69,596.099             960,824                 983,397
              Global Utility Focus Fund                                   61,733.320             980,323               1,040,207
              High Current Income Fund                                    78,860.719             799,447                 756,273
              International Equity Focus Fund                             93,339.612           1,005,462               1,305,820
              Natural Resources Focus Fund                                 6,696.454              57,472                  63,481
              Prime Bond Fund                                             55,649.369             662,734                 619,931
              Quality Equity Fund                                         47,175.995           1,717,533               1,883,737
              Special Value Focus Fund                                    55,154.034           1,142,736               1,287,844
</TABLE>
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I


                 STATEMENT OF ASSETS AND LIABILITIES (continued)
                                DECEMBER 31, 1999
<TABLE>


ASSETS:
       Investments at Market Value:

                                                                             Shares                Cost               Market Value
                                                                     --------------------------------------------------------------
            <S>                                                        <C>                    <C>                   <C>
            Mitchell Hutchins
              Balanced Portfolio                                           120,361.019           1,389,402               1,414,243
              Global Income Portfolio                                       37,889.642             410,573                 399,359
              Growth Portfolio                                              95,494.048           1,843,148               2,300,452
              Growth & Income Portfolio                                    421,816.862           6,251,195               6,892,491
              High Income Portfolio                                        122,472.681           1,560,252               1,439,055
              Small Cap Portfolio                                           40,424.433             570,123                 616,878
              Strategic Income Portfolio                                    81,912.896           1,010,501                 960,837
              Tactical Allocation Portfolio                              2,203,733.886          35,518,011              36,339,574
            Van Eck
              Worldwide Hard Assets Fund                                    22,211.943             235,374                 243,443
              Worldwide Emerging Markets Fund                               20,051.178             203,901                 285,928
            Weiss, Peck & Greer
              Tomorrow Short Term Portfolio                                 42,020.691             436,493                 420,624
              Tomorrow Medium Term Portfolio                                48,103.455             432,951                 433,896
              Tomorrow Long Term  Portfolio                                 52,464.208             446,450                 478,476
                                                                                       --------------------  ----------------------

              Total Investments                                                            $ 1,931,239,756         $ 2,490,377,528
                   Total Assets                                                                                    $ 2,490,377,528
                                                                                                             ======================

NET ASSETS ATTRIBUTABLE TO VARIABLE ANNUITY
    CONTRACT HOLDERS:
            Accumulation Reserves                                                                                  $ 2,487,071,434
            Annuity Reserves                                                                                             3,306,094
                                                                                                             ----------------------

                                                                                                                   $ 2,490,377,528
                                                                                                             ======================

</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>


                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I

                             STATEMENT OF OPERATIONS
                      For The Year Ended December 31, 1999
<TABLE>

                                                                                    AIM                         AIM
                                                                                  Capital                  International
                                                                                Appreciation                   Equity
                                                       Total                        Fund                        Fund
<S>                                                  <C>                         <C>                         <C>
Investment Income (Loss):
    Dividends                                          $104,087,321                     $60,650                    $230,553
Expenses:
    Mortality & Expense Risk Fees                        24,354,915                      22,931                      43,591
    Daily Administrative Charges                          2,915,325                       2,750                       5,226
                                                --------------------         -------------------         -------------------
Net Investment Income (Loss)                             76,817,081                      34,969                     181,736
                                                --------------------         -------------------         -------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                        137,236,532                      52,210                   1,090,840
    Change in Unrealized Appreciation
        (Depreciation)                                  246,453,532                     733,681                   1,071,125
                                                --------------------         -------------------         -------------------
    Net Gain (Loss) on Investments                      383,690,064                     785,891                   2,161,965
                                                --------------------         -------------------         -------------------

Increase (Decrease) in Net Assets
    Resulting From Operations                          $460,507,145                    $820,860                  $2,343,701
                                                ====================         ===================         ===================
</TABLE>
<TABLE>

                                                                                                              Alliance
                                                     Alliance                     Alliance                     Growth
                                                       Money                      Premier                        &
                                                      Market                       Growth                      Income
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                                    <C>                         <C>                        <C>
Investment Income (Loss):
    Dividends                                            $4,689,577                  $6,372,729                 $36,321,210
Expenses:
    Mortality & Expense Risk Fees                         1,290,708                   5,941,849                   4,480,413
    Daily Administrative Charges                            153,100                     712,949                     536,629
                                                --------------------         -------------------         -------------------
Net Investment Income (Loss)                              3,245,769                   (282,069)                  31,304,168
                                                --------------------         -------------------         -------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                                  0                  19,960,434                   8,345,783
    Change in Unrealized Appreciation
        (Depreciation)                                            0                 115,978,034                 (8,113,047)
                                                --------------------         -------------------         -------------------
    Net Gain (Loss) on Investments                                0                 135,938,468                     232,736
                                                --------------------         -------------------         -------------------

Increase (Decrease) in Net Assets
    Resulting From Operations                            $3,245,769                $135,656,399                 $31,536,904
                                                ====================         ===================         ===================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

<TABLE>

                                                                                  Alliance                    Alliance
                                                     Alliance                    Short-Term                    Global
                                                   International                Multi-Market                    Bond
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                                    <C>                          <C>                          <C>
Investment Income (Loss):
    Dividends                                            $1,853,639                    $244,566                    $308,945
Expenses:
    Mortality & Expense Risk Fees                           659,413                      57,586                     111,232
    Daily Administrative Charges                             77,811                       6,905                      13,392
                                                --------------------         -------------------         -------------------
Net Investment Income (Loss)                              1,116,415                     180,075                     184,321
                                                --------------------         -------------------         -------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                          3,732,621                   (146,929)                      68,327
    Change in Unrealized Appreciation
        (Depreciation)                                   13,605,889                      65,684                   (955,620)
                                                --------------------         -------------------         -------------------
    Net Gain (Loss) on Investments                       17,338,510                    (81,245)                   (887,293)
                                                --------------------         -------------------         -------------------

Increase (Decrease) in Net Assets
    Resulting From Operations                           $18,454,925                     $98,830                  ($702,972)
                                                ====================         ===================         ===================
</TABLE>
<TABLE>

                                                     Alliance
                                                       U.S.                                                   Alliance
                                                    Government/                   Alliance                     North
                                                       High                        Global                     American
                                                       Grade                       Dollar                    Government
                                                    Securities                   Government                    Income
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                                    <C>                         <C>                         <C>
Investment Income (Loss):
    Dividends                                            $3,192,505                  $1,068,563                  $2,031,573
Expenses:
    Mortality & Expense Risk Fees                           629,999                      89,262                     290,418
    Daily Administrative Charges                             75,735                      10,713                      34,728
                                                --------------------         -------------------         -------------------
Net Investment Income (Loss)                              2,486,771                     968,588                   1,706,427
                                                --------------------         -------------------         -------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                            360,738                 (1,419,253)                      11,362
    Change in Unrealized Appreciation
        (Depreciation)                                  (4,680,190)                   1,985,996                    (47,771)
                                                --------------------         -------------------         -------------------
    Net Gain (Loss) on Investments                      (4,319,452)                     566,743                    (36,409)
                                                --------------------         -------------------         -------------------

Increase (Decrease) in Net Assets
    Resulting From Operations                          ($1,832,681)                  $1,535,331                  $1,670,018
                                                ====================         ===================         ===================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

<TABLE>

                                                     Alliance                     Alliance                    Alliance
                                                      Utility                   Conservative                   Growth
                                                      Income                     Investors                   Investors
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                                     <C>                         <C>                         <C>
Investment Income (Loss):
    Dividends                                            $1,299,750                  $2,357,709                  $1,431,813
Expenses:
    Mortality & Expense Risk Fees                           397,880                     330,788                     185,967
    Daily Administrative Charges                             47,702                      39,744                      22,405
                                                --------------------         -------------------         -------------------
Net Investment Income (Loss)                                854,168                   1,987,177                   1,223,441
                                                --------------------         -------------------         -------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                          2,196,833                     981,607                     695,455
    Change in Unrealized Appreciation
        (Depreciation)                                    2,178,597                 (2,058,748)                     124,297
                                                --------------------         -------------------         -------------------
    Net Gain (Loss) on Investments                        4,375,430                 (1,077,141)                     819,752
                                                --------------------         -------------------         -------------------

Increase (Decrease) in Net Assets
    Resulting From Operations                            $5,229,598                    $910,036                  $2,043,193
                                                ====================         ===================         ===================
</TABLE>
<TABLE>

                                                                                  Alliance                    Alliance
                                                     Alliance                      Total                     Worldwide
                                                      Growth                       Return                  Privatization
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                                     <C>                         <C>                         <C>
Investment Income (Loss):
    Dividends                                           $24,452,751                  $5,008,217                  $2,649,459
Expenses:
    Mortality & Expense Risk Fees                         3,854,000                     703,933                     476,141
    Daily Administrative Charges                            461,477                      84,058                      56,793
                                                --------------------         -------------------         -------------------
Net Investment Income (Loss)                             20,137,274                   4,220,226                   2,116,525
                                                --------------------         -------------------         -------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                         28,107,912                   1,525,428                   2,110,797
    Change in Unrealized Appreciation
        (Depreciation)                                   45,463,387                 (3,201,588)                  14,194,001
                                                --------------------         -------------------         -------------------
    Net Gain (Loss) on Investments                       73,571,299                 (1,676,160)                  16,304,798
                                                --------------------         -------------------         -------------------

Increase (Decrease) in Net Assets
    Resulting From Operations                           $93,708,573                  $2,544,066                 $18,421,323
                                                ====================         ===================         ===================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

<TABLE>

                                                                                                              Alliance
                                                                                                                Real
                                                     Alliance                     Alliance                     Estate
                                                    Technology                     Quasar                    Investment
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                                  <C>                         <C>                         <C>
Investment Income (Loss):
    Dividends                                              $305,135                    $210,479                    $589,335
Expenses:
    Mortality & Expense Risk Fees                         2,125,104                     816,282                     155,885
    Daily Administrative Charges                            254,942                      97,204                      18,353
                                                --------------------         -------------------         -------------------
Net Investment Income (Loss)                            (2,074,911)                   (703,007)                     415,097
                                                --------------------         -------------------         -------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                         68,971,993                   (522,595)                   (836,292)
    Change in Unrealized Appreciation
        (Depreciation)                                   50,181,571                  11,800,725                   (460,189)
                                                --------------------         -------------------         -------------------
    Net Gain (Loss) on Investments                      119,153,564                  11,278,130                 (1,296,481)
                                                --------------------         -------------------         -------------------

Increase (Decrease) in Net Assets
    Resulting From Operations                          $117,078,653                 $10,575,123                  ($881,384)
                                                ====================         ===================         ===================
</TABLE>
<TABLE>


                                                                                                              Dreyfus
                                                     Alliance                     Dreyfus                       Zero
                                                       High                        Stock                       Coupon
                                                       Yield                       Index                        2000
                                                     Portfolio                      Fund                     Portfolio
<S>                                               <C>                         <C>                         <C>
Investment Income (Loss):
    Dividends                                              $990,643                    $392,416                      $9,198
Expenses:
    Mortality & Expense Risk Fees                           230,870                     237,359                       2,357
    Daily Administrative Charges                             27,806                      28,463                         273
                                                --------------------         -------------------         -------------------
Net Investment Income (Loss)                                731,967                     126,594                       6,568
                                                --------------------         -------------------         -------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                          (667,836)                     731,343                       1,880
    Change in Unrealized Appreciation
        (Depreciation)                                    (778,377)                   2,502,878                     (6,726)
                                                --------------------         -------------------         -------------------
    Net Gain (Loss) on Investments                      (1,446,213)                   3,234,221                     (4,846)
                                                --------------------         -------------------         -------------------

Increase (Decrease) in Net Assets
    Resulting From Operations                            ($714,246)                  $3,360,815                      $1,722
                                                ====================         ===================         ===================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

<TABLE>

                                                      Dreyfus
                                                       Small                      Fidelity                    Fidelity
                                                      Company                      Money                       Asset
                                                       Stock                       Market                     Manager
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                              <C>                         <C>                         <C>
Investment Income (Loss):
    Dividends                                                    $0                    $423,960                    $580,673
Expenses:
    Mortality & Expense Risk Fees                            18,765                     105,203                     115,472
    Daily Administrative Charges                              2,251                      12,585                      13,865
                                                --------------------         -------------------         -------------------
Net Investment Income (Loss)                               (21,016)                     306,172                     451,336
                                                --------------------         -------------------         -------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                           (80,077)                           0                     100,465
    Change in Unrealized Appreciation
        (Depreciation)                                      232,597                           0                     364,435
                                                --------------------         -------------------         -------------------
    Net Gain (Loss) on Investments                          152,520                           0                     464,900
                                                --------------------         -------------------         -------------------

Increase (Decrease) in Net Assets
    Resulting From Operations                              $131,504                    $306,172                    $916,236
                                                ====================         ===================         ===================
</TABLE>
<TABLE>

                                                                                                              Fidelity
                                                                                  Fidelity                   Investment
                                                     Fidelity                       High                       Grade
                                                      Growth                       Income                       Bond
                                                     Portfolio                   Portfolio                   Portfolio

<S>                                                   <C>                         <C>                         <C>
Investment Income (Loss):
    Dividends                                            $1,369,728                    $357,625                    $250,067
Expenses:
    Mortality & Expense Risk Fees                           198,445                      62,450                      65,007
    Daily Administrative Charges                             23,791                       7,485                       7,822
                                                --------------------         -------------------         -------------------
Net Investment Income (Loss)                              1,147,492                     287,690                     177,238
                                                --------------------         -------------------         -------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                            554,625                    (69,241)                    (23,043)
    Change in Unrealized Appreciation
        (Depreciation)                                    3,655,811                      11,174                   (296,942)
                                                --------------------         -------------------         -------------------
    Net Gain (Loss) on Investments                        4,210,436                    (58,067)                   (319,985)
                                                --------------------         -------------------         -------------------

Increase (Decrease) in Net Assets
    Resulting From Operations                            $5,357,928                    $229,623                  ($142,747)
                                                ====================         ===================         ===================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

<TABLE>
                                                                                                              Hotchkis
                                                                                                                 &
                                                                                                               Wiley
                                                     Fidelity                     Fidelity                 International
                                                     Overseas                    Contrafund                     VIP
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                                  <C>                         <C>                         <C>
Investment Income (Loss):
    Dividends                                               $45,346                    $135,302                        $596
Expenses:
    Mortality & Expense Risk Fees                            14,592                      62,306                         247
    Daily Administrative Charges                              1,750                       7,492                          29
                                                --------------------         -------------------         -------------------
Net Investment Income (Loss)                                 29,004                      65,504                         320
                                                --------------------         -------------------         -------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                             25,449                     186,090                           8
    Change in Unrealized Appreciation
        (Depreciation)                                      363,319                     850,009                       5,793
                                                --------------------         -------------------         -------------------
    Net Gain (Loss) on Investments                          388,768                   1,036,099                       5,801
                                                --------------------         -------------------         -------------------

Increase (Decrease) in Net Assets
    Resulting From Operations                              $417,772                  $1,101,603                      $6,121
                                                ====================         ===================         ===================
</TABLE>
<TABLE>
                                                    Hotchkis
                                                        &                                                     Merrill
                                                       Wiley                      Mercury                      Lynch
                                                        Low                         U.S.                       Basic
                                                     Duration                      Large                       Value
                                                        VIP                         Cap                        Focus
                                                     Portfolio                      Fund                        Fund
<S>                                                      <C>                         <C>                         <C>
Investment Income (Loss):
    Dividends                                                $2,268                        $235                  $1,275,566
Expenses:
    Mortality & Expense Risk Fees                               441                          54                      72,036
    Daily Administrative Charges                                 53                           6                       8,587
                                                --------------------         -------------------         -------------------
Net Investment Income (Loss)                                  1,774                         175                   1,194,943
                                                --------------------         -------------------         -------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                               (26)                           8                    (80,446)
    Change in Unrealized Appreciation
        (Depreciation)                                      (1,264)                       2,299                   (237,545)
                                                --------------------         -------------------         -------------------
    Net Gain (Loss) on Investments                          (1,290)                       2,307                   (317,991)
                                                --------------------         -------------------         -------------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                  $484                      $2,482                    $876,952
                                                ====================         ===================         ===================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

<TABLE>

                                                                                  Merrill                     Merrill
                                                      Merrill                      Lynch                       Lynch
                                                       Lynch                     Developing                   Domestic
                                                      Capital                     Capital                      Money
                                                       Focus                      Markets                      Market
                                                       Fund                         Fund                        Fund
<S>                                                  <C>                         <C>                         <C>
Investment Income (Loss):
    Dividends                                                  $188                      $2,253                     $90,288
Expenses:
    Mortality & Expense Risk Fees                                58                       1,235                      24,532
    Daily Administrative Charges                                  7                         144                       2,921
                                                --------------------         -------------------         -------------------
Net Investment Income (Loss)                                    123                         874                      62,835
                                                --------------------         -------------------         -------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                                  0                     (1,774)                           0
    Change in Unrealized Appreciation
        (Depreciation)                                         (87)                      51,211                           0
                                                --------------------         -------------------         -------------------
    Net Gain (Loss) on Investments                             (87)                      49,437                           0
                                                --------------------         -------------------         -------------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                   $36                     $50,311                     $62,835
                                                ====================         ===================         ===================
</TABLE>
<TABLE>

                                                      Merrill                     Merrill                     Merrill
                                                       Lynch                       Lynch                       Lynch
                                                      Global                       Global                      Global
                                                      Growth                      Strategy                    Utility
                                                       Focus                       Focus                       Focus
                                                       Fund                         Fund                        Fund
<S>                                                     <C>                         <C>                         <C>
Investment Income (Loss):
    Dividends                                                $2,938                    $113,484                    $108,275
Expenses:
    Mortality & Expense Risk Fees                               459                       6,175                       8,495
    Daily Administrative Charges                                 52                         734                       1,022
                                                --------------------         -------------------         -------------------
Net Investment Income (Loss)                                  2,427                     106,575                      98,758
                                                --------------------         -------------------         -------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                                936                       1,159                       4,838
    Change in Unrealized Appreciation
        (Depreciation)                                       40,459                      18,590                       4,581
                                                --------------------         -------------------         -------------------
    Net Gain (Loss) on Investments                           41,395                      19,749                       9,419
                                                --------------------         -------------------         -------------------

Increase (Decrease) in Net Assets
    Resulting From Operations                               $43,822                    $126,324                    $108,177
                                                ====================         ===================         ===================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

<TABLE>


                                                      Merrill                     Merrill                     Merrill
                                                       Lynch                       Lynch                       Lynch
                                                       High                    International                  Natural
                                                      Current                      Equity                    Resources
                                                      Income                       Focus                       Focus
                                                       Fund                         Fund                        Fund
<S>                                                      <C>                         <C>                         <C>
Investment Income (Loss):
    Dividends                                               $68,306                     $39,800                        $912
Expenses:
    Mortality & Expense Risk Fees                             7,727                      11,680                         681
    Daily Administrative Charges                                925                       1,390                          81
                                                --------------------         -------------------         -------------------
Net Investment Income (Loss)                                 59,654                      26,730                         150
                                                --------------------         -------------------         -------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                            (9,667)                       2,517                       1,537
    Change in Unrealized Appreciation
        (Depreciation)                                     (22,846)                     287,142                       9,258
                                                --------------------         -------------------         -------------------
    Net Gain (Loss) on Investments                         (32,513)                     289,659                      10,795
                                                --------------------         -------------------         -------------------

Increase (Decrease) in Net Assets
    Resulting From Operations                               $27,141                    $316,389                     $10,945
                                                ====================         ===================         ===================
</TABLE>
<TABLE>

                                                                                                              Merrill
                                                      Merrill                     Merrill                      Lynch
                                                       Lynch                       Lynch                      Special
                                                       Prime                      Quality                      Value
                                                       Bond                        Equity                      Focus
                                                       Fund                         Fund                        Fund
<S>                                                    <C>                         <C>                         <C>
Investment Income (Loss):
    Dividends                                               $41,396                    $286,442                     $93,108
Expenses:
    Mortality & Expense Risk Fees                             7,309                      16,543                       8,203
    Daily Administrative Charges                                876                       1,976                         968
                                                --------------------         -------------------         -------------------
Net Investment Income (Loss)                                 33,211                     267,923                      83,937
                                                --------------------         -------------------         -------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                            (9,495)                       8,451                    (37,134)
    Change in Unrealized Appreciation
        (Depreciation)                                     (45,725)                     110,512                     177,235
                                                --------------------         -------------------         -------------------
    Net Gain (Loss) on Investments                         (55,220)                     118,963                     140,101
                                                --------------------         -------------------         -------------------

Increase (Decrease) in Net Assets
    Resulting From Operations                             ($22,009)                    $386,886                    $224,038
                                                ====================         ===================         ===================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

<TABLE>


                                                                                  Mitchell
                                                     Mitchell                     Hutchins                    Mitchell
                                                     Hutchins                      Global                     Hutchins
                                                     Balanced                      Income                      Growth
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                                      <C>                         <C>                         <C>
Investment Income (Loss):
    Dividends                                                   $20                          $0                         $28
Expenses:
    Mortality & Expense Risk Fees                            12,204                       3,385                      13,316
    Daily Administrative Charges                              1,390                         404                       1,570
                                                --------------------         -------------------         -------------------
Net Investment Income (Loss)                               (13,574)                     (3,789)                    (14,858)
                                                --------------------         -------------------         -------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                            (3,739)                     (1,721)                      13,091
    Change in Unrealized Appreciation
        (Depreciation)                                       44,396                     (9,476)                     449,569
                                                --------------------         -------------------         -------------------
    Net Gain (Loss) on Investments                           40,657                    (11,197)                     462,660
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets
    Resulting From Operations                               $27,083                   ($14,986)                    $447,802
                                                ====================         ===================         ===================
</TABLE>
<TABLE>

                                                     Mitchell
                                                     Hutchins                     Mitchell                    Mitchell
                                                      Growth                      Hutchins                    Hutchins
                                                         &                          High                       Small
                                                      Income                       Income                       Cap
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                                      <C>                         <C>                         <C>
Investment Income (Loss):
    Dividends                                                   $69                    $145,396                     $21,076
Expenses:
    Mortality & Expense Risk Fees                            51,989                      18,588                       5,989
    Daily Administrative Charges                              6,124                       2,239                         691
                                                --------------------         -------------------         -------------------
Net Investment Income (Loss)                               (58,044)                     124,569                      14,396
                                                --------------------         -------------------         -------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                             31,065                      27,590                       9,051
    Change in Unrealized Appreciation
        (Depreciation)                                      580,137                   (111,345)                      16,783
                                                --------------------         -------------------         -------------------
    Net Gain (Loss) on Investments                          611,202                    (83,755)                      25,834
                                                --------------------         -------------------         -------------------

Increase (Decrease) in Net Assets
    Resulting From Operations                              $553,158                     $40,814                     $40,230
                                                ====================         ===================         ===================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

<TABLE>

                                                     Mitchell                     Mitchell                    Van Eck
                                                     Hutchins                     Hutchins                   Worldwide
                                                     Strategic                    Tactical                      Hard
                                                      Income                     Allocation                    Assets
                                                     Portfolio                   Portfolio                      Fund
<S>                                                      <C>                         <C>                         <C>
Investment Income (Loss):
    Dividends                                               $52,707                  $2,391,585                      $1,959
Expenses:
    Mortality & Expense Risk Fees                             7,145                     277,838                       2,041
    Daily Administrative Charges                                854                      33,399                         245
                                                --------------------         -------------------         -------------------
Net Investment Income (Loss)                                 44,708                   2,080,348                       (327)
                                                --------------------         -------------------         -------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                              1,517                   1,198,834                    (48,791)
    Change in Unrealized Appreciation
        (Depreciation)                                     (50,021)                     277,248                      78,945
                                                --------------------         -------------------         -------------------
    Net Gain (Loss) on Investments                         (48,504)                   1,476,082                      30,154
                                                --------------------         -------------------         -------------------

Increase (Decrease) in Net Assets
    Resulting From Operations                              ($3,796)                  $3,556,430                     $29,827
                                                ====================         ===================         ===================
</TABLE>
<TABLE>

                                                      Van Eck                       WP&G                        WP&G
                                                     Worldwide                    Tomorrow                    Tomorrow
                                                     Emerging                      Short                       Medium
                                                      Markets                       Term                        Term
                                                       Fund                      Portfolio                   Portfolio
<S>                                                       <C>                         <C>                         <C>
Investment Income (Loss):
    Dividends                                                    $0                     $30,422                     $36,366
Expenses:
    Mortality & Expense Risk Fees                             2,302                       6,280                       5,773
    Daily Administrative Charges                                275                         754                         693
                                                --------------------         -------------------         -------------------
Net Investment Income (Loss)                                (2,577)                      23,388                      29,900
                                                --------------------         -------------------         -------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                             48,508                       3,736                       6,399
    Change in Unrealized Appreciation
        (Depreciation)                                       85,772                    (21,387)                    (23,450)
                                                --------------------         -------------------         -------------------
    Net Gain (Loss) on Investments                          134,280                    (17,651)                    (17,051)
                                                --------------------         -------------------         -------------------

Increase (Decrease) in Net Assets
    Resulting From Operations                              $131,703                      $5,737                     $12,849
                                                ====================         ===================         ===================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>

<TABLE>



                                                       WP&G
                                                     Tomorrow
                                                       Long
                                                       Term
                                                     Portfolio
<S>                                                    <C>
Investment Income (Loss):
    Dividends                                               $47,522
Expenses:
    Mortality & Expense Risk Fees                             5,982
    Daily Administrative Charges                                717
                                                --------------------
Net Investment Income (Loss)                                 40,823
                                                --------------------

Realized & Unrealized Gain (Loss) on
Investments:
    Realized Gain (Loss) on Investment
        Activity                                             23,154
    Change in Unrealized Appreciation
        (Depreciation)                                     (27,264)
                                                --------------------
    Net Gain (Loss) on Investments                          (4,110)
                                                --------------------

Increase (Decrease) in Net Assets
    Resulting From Operations                               $36,713
                                                ====================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I

                       STATEMENT OF CHANGES IN NET ASSETS
           For The Years Ended December 31, 1999 and December 31, 1998
<TABLE>

                               1999
                                                                                                      AIM                  AIM
                                                                                                     Capital           International
                                                                                                   Appreciation           Equity
                                                                         Total                         Fund                Fund
<S>                                                    <C>                                 <C>                   <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                        $76,817,081                $34,969               $181,736
    Realized Gain (Loss) on Investment Activity                         137,236,532                 52,210              1,090,840
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                   246,453,532                733,681              1,071,125
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                     460,507,145                820,860              2,343,701
                                                             -----------------------      -----------------     ------------------

Capital Transactions:
    Contract Deposits                                                   508,164,540                312,206                371,168
    Administrative Charges                                               (1,219,471)                  (800)                  (773)
    Transfers                                                           170,625,741                442,136                186,108
    Contract Withdrawals                                               (206,246,970)              (134,587)               (46,095)
    Deferred Sales Charges                                               (5,346,186)                (4,753)                (1,807)
    Death Benefits                                                      (25,942,061)                     0                      0
    Annuity Payments                                                       (490,615)                (1,725)                     0
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                           439,544,978                612,477                508,601
                                                             -----------------------      -----------------     ------------------
Total Increase (Decrease) in Net Assets                                 900,052,123              1,433,337              2,852,302
Net Assets, at Beginning of Year                                      1,590,325,405              1,375,379                773,129
                                                             -----------------------      -----------------     ------------------
Net Assets, at End of Year                                           $2,490,377,528             $2,808,716             $3,625,431
                                                             =======================      =================     ==================
</TABLE>
<TABLE>




                                                                                                                  Alliance
                                                                Alliance                      Alliance             Growth
                                                                  Money                       Premier                 &
                                                                 Market                        Growth              Income
                                                                Portfolio                    Portfolio            Portfolio
<S>                                                    <C>                          <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                         $3,245,769              ($282,069)           $31,304,168
    Realized Gain (Loss) on Investment Activity                                   0             19,960,434              8,345,783
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                             0            115,978,034             (8,113,047)
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                       3,245,769            135,656,399             31,536,904
                                                             -----------------------      -----------------     ------------------

Capital Transactions:
    Contract Deposits                                                    58,954,763            147,668,565             92,427,346
    Administrative Charges                                                  (78,791)              (315,287)              (209,117)
    Transfers                                                            (1,241,800)            60,927,636             37,652,567
    Contract Withdrawals                                                (42,756,164)           (39,422,187)           (29,930,762)
    Deferred Sales Charges                                               (1,222,139)              (974,680)              (745,689)
    Death Benefits                                                       (3,361,857)            (5,876,182)            (5,301,312)
    Annuity Payments                                                        (36,417)               (89,868)               (81,647)
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                            10,257,595            161,917,997             93,811,386
                                                             -----------------------      -----------------     ------------------
Total Increase (Decrease) in Net Assets                                  13,503,364            297,574,396            125,348,290
Net Assets, at Beginning of Year                                         87,464,382            347,070,719            294,171,324
                                                             -----------------------      -----------------     ------------------
 Net Assets, at End of Year                                             $100,967,746           $644,645,115           $419,519,614
                                                             =======================      =================     ==================
 </TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>





                                                                                              Alliance            Alliance
                                                                Alliance                     Short-Term            Global
                                                              International                 Multi-Market            Bond
                                                                Portfolio                    Portfolio            Portfolio
<S>                                                    <C>                          <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                         $1,116,415               $180,075               $184,321
    Realized Gain (Loss) on Investment Activity                           3,732,621               (146,929)                68,327
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                    13,605,889                 65,684               (955,620)
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                      18,454,925                 98,830               (702,972)
                                                             -----------------------      -----------------     ------------------

Capital Transactions:
    Contract Deposits                                                     4,619,098                132,833                512,524
    Administrative Charges                                                  (27,325)                (1,494)                (4,716)
    Transfers                                                            (1,746,251)              (997,987)               154,797
    Contract Withdrawals                                                 (4,871,850)              (301,797)              (857,464)
    Deferred Sales Charges                                                 (118,831)                (2,750)               (15,994)
    Death Benefits                                                       (1,021,452)               (65,074)              (121,221)
    Annuity Payments                                                        (16,413)                     0                 (4,724)
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                            (3,183,024)            (1,236,269)              (336,798)
                                                             -----------------------      -----------------     ------------------
Total Increase (Decrease) in Net Assets                                  15,271,901             (1,137,439)            (1,039,770)
Net Assets, at Beginning of Year                                         51,198,156              4,345,832              9,620,315
                                                             -----------------------      -----------------     ------------------
Net Assets, at End of Year                                              $66,470,057             $3,208,393             $8,580,545
                                                             =======================      =================     ==================
</TABLE>
<TABLE>


                                                                Alliance
                                                                  U.S.                                            Alliance
                                                               Government/                    Alliance              North
                                                                  High                         Global             American
                                                                  Grade                        Dollar            Government
                                                               Securities                    Government            Income
                                                                Portfolio                    Portfolio            Portfolio
<S>                                                    <C>                          <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                         $2,486,771               $968,588             $1,706,427
    Realized Gain (Loss) on Investment Activity                             360,738             (1,419,253)                11,362
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                    (4,680,190)             1,985,996                (47,771)
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                      (1,832,681)             1,535,331              1,670,018
                                                             -----------------------      -----------------     ------------------
Capital Transactions:
    Contract Deposits                                                     5,163,602                266,100              3,422,160
    Administrative Charges                                                  (32,357)                (3,671)               (13,269)
    Transfers                                                             8,007,641               (585,137)            (3,404,029)
    Contract Withdrawals                                                 (3,143,754)              (752,079)            (3,447,102)
    Deferred Sales Charges                                                  (76,055)               (13,806)               (88,086)
    Death Benefits                                                       (1,409,708)               (83,249)              (370,961)
    Annuity Payments                                                         (6,065)                (1,223)                (1,609)
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                             8,503,304             (1,173,065)            (3,902,896)
                                                             -----------------------      -----------------     ------------------
Total Increase (Decrease) in Net Assets                                   6,670,623                362,266             (2,232,878)
Net Assets, at Beginning of Year                                         46,261,351              8,040,745             24,985,410
                                                             -----------------------      -----------------     ------------------
Net Assets, at End of Year                                              $52,931,974             $8,403,011            $22,752,532
                                                             =======================      =================     ==================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>





                                                                Alliance                      Alliance            Alliance
                                                                 Utility                    Conservative           Growth
                                                                 Income                      Investors            Investors
                                                                Portfolio                    Portfolio            Portfolio
<S>                                                    <C>                          <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                           $854,168             $1,987,177             $1,223,441
    Realized Gain (Loss) on Investment Activity                           2,196,833                981,607                695,455
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                     2,178,597             (2,058,748)               124,297
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                       5,229,598                910,036              2,043,193
                                                             -----------------------      -----------------     ------------------
Capital Transactions:
    Contract Deposits                                                     7,285,288                128,584                 34,336
    Administrative Charges                                                  (19,852)               (11,154)                (5,996)
    Transfers                                                             2,544,296               (988,770)               (81,220)
    Contract Withdrawals                                                 (3,252,017)            (2,532,286)            (1,382,830)
    Deferred Sales Charges                                                  (86,843)               (61,028)               (26,235)
    Death Benefits                                                         (506,238)              (829,638)              (236,120)
    Annuity Payments                                                         (9,036)                (3,260)                (6,977)
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                             5,955,598             (4,297,552)            (1,705,042)
                                                             -----------------------      -----------------     ------------------
Total Increase (Decrease) in Net Assets                                  11,185,196             (3,387,516)               338,151
Net Assets, at Beginning of Year                                         26,771,129             27,961,800             15,089,196
                                                             -----------------------      -----------------     ------------------
Net Assets, at End of Year                                              $37,956,325            $24,574,284            $15,427,347
                                                             =======================      =================     ==================
</TABLE>
<TABLE>





                                                                                              Alliance            Alliance
                                                                Alliance                       Total              Worldwide
                                                                 Growth                        Return           Privatization
                                                                Portfolio                    Portfolio            Portfolio
<S>                                                    <C>                          <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                        $20,137,274             $4,220,226             $2,116,525
    Realized Gain (Loss) on Investment Activity                          28,107,912              1,525,428              2,110,797
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                    45,463,387             (3,201,588)            14,194,001
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                      93,708,573              2,544,066             18,421,323
                                                             -----------------------      -----------------     ------------------

Capital Transactions:
    Contract Deposits                                                    51,101,343             14,773,354              3,237,440
    Administrative Charges                                                 (167,093)               (35,127)               (19,112)
    Transfers                                                            12,311,937              7,985,533             (1,998,982)
    Contract Withdrawals                                                (32,405,468)            (4,779,088)            (5,111,962)
    Deferred Sales Charges                                                 (828,340)              (105,015)              (136,980)
    Death Benefits                                                       (3,117,092)              (890,215)              (256,687)
    Annuity Payments                                                        (32,523)               (22,652)               (27,281)
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                            26,862,764             16,926,790             (4,313,564)
                                                             -----------------------      -----------------     ------------------
Total Increase (Decrease) in Net Assets                                 120,571,337             19,470,856             14,107,759
Net Assets, at Beginning of Year                                        268,504,234             45,434,785             37,416,971
                                                             -----------------------      -----------------     ------------------
Net Assets, at End of Year                                             $389,075,571            $64,905,641            $51,524,730
                                                             =======================      =================     ==================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>




                                                                                                                  Alliance
                                                                                                                    Real
                                                                Alliance                      Alliance             Estate
                                                               Technology                      Quasar            Investment
                                                                Portfolio                    Portfolio            Portfolio
<S>                                                    <C>                          <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                        ($2,074,911)             ($703,007)              $415,097
    Realized Gain (Loss) on Investment Activity                          68,971,993               (522,595)              (836,292)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                    50,181,571             11,800,725               (460,189)
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                     117,078,653             10,575,123               (881,384)
                                                             -----------------------      -----------------     ------------------

Capital Transactions:
    Contract Deposits                                                    58,996,081              8,756,721              1,369,943
    Administrative Charges                                                 (104,157)               (39,658)                (9,183)
    Transfers                                                            36,798,049             (5,911,538)            (1,488,125)
    Contract Withdrawals                                                (16,053,483)            (6,476,542)              (976,596)
    Deferred Sales Charges                                                 (422,258)              (175,062)               (30,293)
    Death Benefits                                                       (1,226,670)              (477,569)               (76,993)
    Annuity Payments                                                        (42,394)               (37,459)                (7,350)
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                            77,945,168             (4,361,107)            (1,218,597)
                                                             -----------------------      -----------------     ------------------
Total Increase (Decrease) in Net Assets                                 195,023,821              6,214,016             (2,099,981)
Net Assets, at Beginning of Year                                        110,975,365             67,852,212             13,289,151
                                                             -----------------------      -----------------     ------------------
Net Assets, at End of Year                                             $305,999,186            $74,066,228            $11,189,170
                                                             =======================      =================     ==================
</TABLE>
<TABLE>




                                                                                                                   Dreyfus
                                                                Alliance                      Dreyfus               Zero
                                                                  High                         Stock               Coupon
                                                                  Yield                        Index                2000
                                                                Portfolio                       Fund              Portfolio
<S>                                                    <C>                          <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                           $731,967               $126,594                 $6,568
    Realized Gain (Loss) on Investment Activity                            (667,836)               731,343                  1,880
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                      (778,377)             2,502,878                 (6,726)
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                        (714,246)             3,360,815                  1,722
                                                             -----------------------      -----------------     ------------------

Capital Transactions:
    Contract Deposits                                                     7,414,143              2,938,350                      0
    Administrative Charges                                                  (16,659)                (9,132)                  (111)
    Transfers                                                             1,120,912              2,083,844                (92,714)
    Contract Withdrawals                                                 (1,059,095)            (1,038,316)              (110,897)
    Deferred Sales Charges                                                  (19,784)               (29,248)                (3,889)
    Death Benefits                                                         (368,859)               (39,164)                     0
    Annuity Payments                                                        (56,650)                (1,840)                     0
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                             7,014,008              3,904,494               (207,611)
                                                             -----------------------      -----------------     ------------------
Total Increase (Decrease) in Net Assets                                   6,299,762              7,265,309               (205,889)
Net Assets, at Beginning of Year                                         15,329,579             15,380,741                287,504
                                                             -----------------------      -----------------     ------------------
Net Assets, at End of Year                                              $21,629,341            $22,646,050                $81,615
                                                             =======================      =================     ==================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>




                                                                 Dreyfus
                                                                  Small                       Fidelity            Fidelity
                                                                 Company                       Money                Asset
                                                                  Stock                        Market              Manager
                                                                Portfolio                    Portfolio            Portfolio
<S>                                                    <C>                          <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                           ($21,016)              $306,172               $451,336
    Realized Gain (Loss) on Investment Activity                             (80,077)                     0                100,465
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                       232,597                      0                364,435
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                         131,504                306,172                916,236
                                                             -----------------------      -----------------     ------------------

Capital Transactions:
    Contract Deposits                                                        97,770              2,639,740              1,493,433
    Administrative Charges                                                     (565)                (2,822)                (3,739)
    Transfers                                                               257,595                558,531              1,449,897
    Contract Withdrawals                                                   (155,716)            (1,452,604)              (568,160)
    Deferred Sales Charges                                                   (3,609)               (43,785)               (16,115)
    Death Benefits                                                           (7,372)               (20,288)               (19,635)
    Annuity Payments                                                              0                      0                      0
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                               188,103              1,678,772              2,335,681
                                                             -----------------------      -----------------     ------------------
Total Increase (Decrease) in Net Assets                                     319,607              1,984,944              3,251,917
Net Assets, at Beginning of Year                                          1,358,314             10,278,489              7,716,681
                                                             -----------------------      -----------------     ------------------
Net Assets, at End of Year                                               $1,677,921            $12,263,433            $10,968,598
                                                             =======================      =================     ==================
</TABLE>
<TABLE>




                                                                                                                  Fidelity
                                                                                              Fidelity           Investment
                                                                Fidelity                        High                Grade
                                                                 Growth                        Income               Bond
                                                                Portfolio                    Portfolio            Portfolio
<S>                                                    <C>                          <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                         $1,147,492               $287,690               $177,238
    Realized Gain (Loss) on Investment Activity                             554,625                (69,241)               (23,043)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                     3,655,811                 11,174               (296,942)
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                       5,357,928                229,623               (142,747)
                                                             -----------------------      -----------------     ------------------

Capital Transactions:
    Contract Deposits                                                     3,040,725                581,955                511,293
    Administrative Charges                                                   (7,764)                (1,405)                (1,826)
    Transfers                                                             3,720,791              3,148,187                 18,874
    Contract Withdrawals                                                   (980,774)              (208,149)              (228,363)
    Deferred Sales Charges                                                  (29,299)                (5,309)                (5,077)
    Death Benefits                                                          (21,032)                (8,380)                (9,424)
    Annuity Payments                                                              0                      0                 (1,614)
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                             5,722,647              3,506,899                283,863
                                                             -----------------------      -----------------     ------------------
Total Increase (Decrease) in Net Assets                                  11,080,575              3,736,522                141,116
Net Assets, at Beginning of Year                                         11,752,084              3,618,284              4,699,307
                                                             -----------------------      -----------------     ------------------
Net Assets, at End of Year                                              $22,832,659             $7,354,806             $4,840,423
                                                             =======================      =================     ==================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>



                                                                                                                  Hotchkis
                                                                                                                      &
                                                                                                                    Wiley
                                                                Fidelity                      Fidelity          International
                                                                Overseas                     Contrafund              VIP
                                                                Portfolio                    Portfolio            Portfolio
<S>                                                    <C>                          <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                            $29,004                $65,504                   $320
    Realized Gain (Loss) on Investment Activity                              25,449                186,090                      8
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                       363,319                850,009                  5,793
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                         417,772              1,101,603                  6,121
                                                             -----------------------      -----------------     ------------------

Capital Transactions:
    Contract Deposits                                                        10,267              1,561,946                 91,474
    Administrative Charges                                                     (623)                (1,554)                   (12)
    Transfers                                                              (188,509)             1,539,892                 20,980
    Contract Withdrawals                                                    (51,468)              (235,226)                     0
    Deferred Sales Charges                                                   (1,573)                (6,164)                     0
    Death Benefits                                                                0                (15,786)                     0
    Annuity Payments                                                              0                 (1,888)                     0
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                              (231,906)             2,841,220                112,442
                                                             -----------------------      -----------------     ------------------
Total Increase (Decrease) in Net Assets                                     185,866              3,942,823                118,563
Net Assets, at Beginning of Year                                          1,188,215              2,793,240                      0
                                                             -----------------------      -----------------     ------------------
Net Assets, at End of Year                                               $1,374,081             $6,736,063               $118,563
                                                             =======================      =================     ==================
</TABLE>
<TABLE>


                                                                Hotchkis
                                                                    &                                              Merrill
                                                                  Wiley                       Mercury               Lynch
                                                                   Low                          U.S.                Basic
                                                                Duration                       Large                Value
                                                                   VIP                          Cap                 Focus
                                                                Portfolio                       Fund                Fund
<S>                                                    <C>                                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                             $1,774                   $175             $1,194,943
    Realized Gain (Loss) on Investment Activity                                 (26)                     8                (80,446)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                        (1,264)                 2,299               (237,545)
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                             484                  2,482                876,952
                                                             -----------------------      -----------------     ------------------

Capital Transactions:
    Contract Deposits                                                        87,815                 69,462              1,620,425
    Administrative Charges                                                        0                      0                (10,335)
    Transfers                                                                     0                  2,538                925,943
    Contract Withdrawals                                                     (2,250)                     0               (194,787)
    Deferred Sales Charges                                                        0                      0                 (4,672)
    Death Benefits                                                                0                      0               (194,226)
    Annuity Payments                                                              0                      0                      0
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                85,565                 72,000              2,142,348
                                                             -----------------------      -----------------     ------------------
Total Increase (Decrease) in Net Assets                                      86,049                 74,482              3,019,300
Net Assets, at Beginning of Year                                                  0                      0              4,195,106
                                                             -----------------------      -----------------     ------------------
Net Assets, at End of Year                                                  $86,049                $74,482             $7,214,406
                                                             =======================      =================     ==================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                                              Merrill              Merrill
                                                                 Merrill                       Lynch                Lynch
                                                                  Lynch                      Developing           Domestic
                                                                 Capital                      Capital               Money
                                                                  Focus                       Markets              Market
                                                                  Fund                          Fund                Fund
<S>                                                    <C>                          <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                               $123                   $874                $62,835
    Realized Gain (Loss) on Investment Activity                                   0                 (1,774)                     0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                           (87)                51,211                      0
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                              36                 50,311                 62,835
                                                             -----------------------      -----------------     ------------------

Capital Transactions:
    Contract Deposits                                                         7,722                 10,423                803,173
    Administrative Charges                                                        0                   (148)                (3,056)
    Transfers                                                                     0                 12,381             (3,108,559)
    Contract Withdrawals                                                          0                      0               (104,605)
    Deferred Sales Charges                                                        0                      0                 (4,902)
    Death Benefits                                                                0                      0                      0
    Annuity Payments                                                              0                      0                      0
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                 7,722                 22,656             (2,417,949)
                                                             -----------------------      -----------------     ------------------
Total Increase (Decrease) in Net Assets                                       7,758                 72,967             (2,355,114)
Net Assets, at Beginning of Year                                                  0                 64,668              3,635,915
                                                             -----------------------      -----------------     ------------------
Net Assets, at End of Year                                                   $7,758               $137,635             $1,280,801
                                                             =======================      =================     ==================
</TABLE>
<TABLE>

                                                                 Merrill                      Merrill              Merrill
                                                                  Lynch                        Lynch                Lynch
                                                                 Global                        Global              Global
                                                                 Growth                       Strategy             Utility
                                                                  Focus                        Focus                Focus
                                                                  Fund              <C>         Fund                Fund
<S>                                                    <C>                                                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                             $2,427               $106,575                $98,758
    Realized Gain (Loss) on Investment Activity                                 936                  1,159                  4,838
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                        40,459                 18,590                  4,581
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                          43,822                126,324                108,177
                                                             -----------------------      -----------------     ------------------

Capital Transactions:
    Contract Deposits                                                       209,167                552,042                144,293
    Administrative Charges                                                      (14)                  (690)                (1,205)
    Transfers                                                                 2,307                 11,274                313,932
    Contract Withdrawals                                                          0                 (5,584)                (1,480)
    Deferred Sales Charges                                                        0                      0                      0
    Death Benefits                                                                0                      0                      0
    Annuity Payments                                                              0                      0                      0
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                               211,460                557,042                455,540
                                                             -----------------------      -----------------     ------------------
Total Increase (Decrease) in Net Assets                                     255,282                683,366                563,717
Net Assets, at Beginning of Year                                                  0                300,031                476,490
                                                             -----------------------      -----------------     ------------------
Net Assets, at End of Year                                                 $255,282               $983,397             $1,040,207
                                                             =======================      =================     ==================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>>
<TABLE>


                                                                 Merrill                      Merrill              Merrill
                                                                  Lynch                        Lynch                Lynch
                                                                  High                     International           Natural
                                                                 Current                       Equity             Resources
                                                                 Income                        Focus                Focus
                                                                  Fund                          Fund                Fund
<S>                                                    <C>                          <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                            $59,654                $26,730                   $150
    Realized Gain (Loss) on Investment Activity                              (9,667)                 2,517                  1,537
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                       (22,846)               287,142                  9,258
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                          27,141                316,389                 10,945
                                                             -----------------------      -----------------     ------------------

Capital Transactions:
    Contract Deposits                                                       142,275                152,830                  1,500
    Administrative Charges                                                     (780)                (1,835)                  (104)
    Transfers                                                               101,603                179,357                 22,008
    Contract Withdrawals                                                     (6,021)                (5,730)                     0
    Deferred Sales Charges                                                        0                      0                      0
    Death Benefits                                                                0                 (2,211)                     0
    Annuity Payments                                                              0                      0                      0
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                               237,077                322,411                 23,404
                                                             -----------------------      -----------------     ------------------
Total Increase (Decrease) in Net Assets                                     264,218                638,800                 34,349
Net Assets, at Beginning of Year                                            492,055                667,020                 29,132
                                                             -----------------------      -----------------     ------------------
Net Assets, at End of Year                                                 $756,273             $1,305,820                $63,481
                                                             =======================      =================     ==================
</TABLE>
<TABLE>

                                                                                                                   Merrill
                                                                 Merrill                      Merrill               Lynch
                                                                  Lynch                        Lynch               Special
                                                                  Prime                       Quality               Value
                                                                  Bond                         Equity               Focus
                                                                  Fund                          Fund                Fund
<S>                                                    <C>                          <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                            $33,211               $267,923                $83,937
    Realized Gain (Loss) on Investment Activity                              (9,495)                 8,451                (37,134)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                       (45,725)               110,512                177,235
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                         (22,009)               386,886                224,038
                                                             -----------------------      -----------------     ------------------

Capital Transactions:
    Contract Deposits                                                       248,967                509,382                524,123
    Administrative Charges                                                     (576)                (2,331)                (1,386)
    Transfers                                                               (35,467)               287,462                (38,310)
    Contract Withdrawals                                                       (837)               (77,091)                (1,702)
    Deferred Sales Charges                                                        0                 (3,696)                   (11)
    Death Benefits                                                                0                      0                   (969)
    Annuity Payments                                                              0                      0                      0
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                               212,087                713,726                481,745
                                                             -----------------------      -----------------     ------------------
Total Increase (Decrease) in Net Assets                                     190,078              1,100,612                705,783
Net Assets, at Beginning of Year                                            429,853                783,125                582,061
                                                             -----------------------      -----------------     ------------------
Net Assets, at End of Year                                                 $619,931             $1,883,737             $1,287,844
                                                             =======================      =================     ==================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                                              Mitchell
                                                                Mitchell                      Hutchins            Mitchell
                                                                Hutchins                       Global             Hutchins
                                                                Balanced                       Income              Growth
                                                                Portfolio                    Portfolio            Portfolio
<S>                                                    <C>                          <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                           ($13,574)               ($3,789)              ($14,858)
    Realized Gain (Loss) on Investment Activity                              (3,739)                (1,721)                13,091
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                        44,396                 (9,476)               449,569
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                          27,083                (14,986)               447,802
                                                             -----------------------      -----------------     ------------------

Capital Transactions:
    Contract Deposits                                                       389,596                226,658                649,845
    Administrative Charges                                                   (1,474)                  (349)                (2,635)
    Transfers                                                               417,297                157,078              1,039,427
    Contract Withdrawals                                                    (11,308)                (1,420)               (27,312)
    Deferred Sales Charges                                                        0                      0                 (1,324)
    Death Benefits                                                                0                      0                      0
    Annuity Payments                                                              0                      0                      0
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                               794,111                381,967              1,658,001
                                                             -----------------------      -----------------     ------------------
Total Increase (Decrease) in Net Assets                                     821,194                366,981              2,105,803
Net Assets, at Beginning of Year                                            593,049                 32,378                194,649
                                                             -----------------------      -----------------     ------------------
Net Assets, at End of Year                                               $1,414,243               $399,359             $2,300,452
                                                             =======================      =================     ==================
</TABLE>
<TABLE>

                                                                Mitchell
                                                                Hutchins                      Mitchell            Mitchell
                                                                 Growth                       Hutchins            Hutchins
                                                                    &                           High                Small
                                                                 Income                        Income                Cap
                                                                Portfolio                    Portfolio            Portfolio
<S>                                                    <C>                          <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                           ($58,044)              $124,569                $14,396
    Realized Gain (Loss) on Investment Activity                              31,065                 27,590                  9,051
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                       580,137               (111,345)                16,783
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                         553,158                 40,814                 40,230
                                                             -----------------------      -----------------     ------------------

Capital Transactions:
    Contract Deposits                                                     3,183,950              1,161,234                235,324
    Administrative Charges                                                   (7,694)                (1,983)                  (689)
    Transfers                                                             1,643,784               (362,114)                20,752
    Contract Withdrawals                                                   (105,529)                (7,148)               (29,159)
    Deferred Sales Charges                                                   (2,210)                     0                 (1,092)
    Death Benefits                                                           (3,958)                (2,519)                     0
    Annuity Payments                                                              0                      0                      0
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                             4,708,343                787,470                225,136
                                                             -----------------------      -----------------     ------------------
Total Increase (Decrease) in Net Assets                                   5,261,501                828,284                265,366
Net Assets, at Beginning of Year                                          1,630,990                610,771                351,512
                                                             -----------------------      -----------------     ------------------
Net Assets, at End of Year                                               $6,892,491             $1,439,055               $616,878
                                                             =======================      =================     ==================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                Mitchell                      Mitchell             Van Eck
                                                                Hutchins                      Hutchins            Worldwide
                                                                Strategic                     Tactical              Hard
                                                                 Income                      Allocation            Assets
                                                                Portfolio                    Portfolio              Fund
<S>                                                    <C>                          <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                            $44,708             $2,080,348                  ($327)
    Realized Gain (Loss) on Investment Activity                               1,517              1,198,834                (48,791)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                       (50,021)               277,248                 78,945
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                          (3,796)             3,556,430                 29,827
                                                             -----------------------      -----------------     ------------------

Capital Transactions:
    Contract Deposits                                                       382,695             16,908,446                    420
    Administrative Charges                                                   (1,123)               (34,768)                  (105)
    Transfers                                                               437,084              6,176,066                118,884
    Contract Withdrawals                                                    (21,673)              (559,460)               (36,131)
    Deferred Sales Charges                                                     (796)               (14,933)                (1,518)
    Death Benefits                                                                0                      0                      0
    Annuity Payments                                                              0                      0                      0
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                               796,187             22,475,351                 81,550
                                                             -----------------------      -----------------     ------------------
Total Increase (Decrease) in Net Assets                                     792,391             26,031,781                111,377
Net Assets, at Beginning of Year                                            168,446             10,307,793                132,066
                                                             -----------------------      -----------------     ------------------
Net Assets, at End of Year                                                 $960,837            $36,339,574               $243,443
                                                             =======================      =================     ==================
</TABLE>
<TABLE>

                                                                                              Van Eck               WP&G
                                                                 Van Eck                     Worldwide            Tomorrow
                                                                Worldwide                     Emerging              Short
                                                                Balanced                      Markets               Term
                                                                  Fund                          Fund              Portfolio
<S>                                                    <C>                          <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                                 $0                ($2,577)               $23,388
    Realized Gain (Loss) on Investment Activity                                   0                 48,508                  3,736
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                             0                 85,772                (21,387)
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                               0                131,703                  5,737
                                                             -----------------------      -----------------     ------------------

Capital Transactions:
    Contract Deposits                                                             0                 21,037                      0
    Administrative Charges                                                        0                   (141)                  (245)
    Transfers                                                                     0                121,704                 17,804
    Contract Withdrawals                                                          0                 (7,371)              (171,051)
    Deferred Sales Charges                                                        0                      0                 (5,366)
    Death Benefits                                                                0                      0                      0
    Annuity Payments                                                              0                      0                      0
                                                             -----------------------      -----------------     ------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                                     0                135,229               (158,858)
                                                             -----------------------      -----------------     ------------------
Total Increase (Decrease) in Net Assets                                           0                266,932               (153,121)
Net Assets, at Beginning of Year                                                  0                 18,996                573,745
                                                             -----------------------      -----------------     ------------------
Net Assets, at End of Year                                                       $0               $285,928               $420,624
                                                             =======================      =================     ==================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>



                                                                  WP&G                          WP&G
                                                                Tomorrow                      Tomorrow
                                                                 Medium                         Long
                                                                  Term                          Term
                                                                Portfolio                    Portfolio
<S>                                                    <C>                          <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                            $29,900                $40,823
    Realized Gain (Loss) on Investment Activity                               6,399                 23,154
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                       (23,450)               (27,264)
                                                             -----------------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                          12,849                 36,713
                                                             -----------------------      -----------------

Capital Transactions:
    Contract Deposits                                                         3,469                  3,716
    Administrative Charges                                                     (311)                  (350)
    Transfers                                                               (35,873)                (7,762)
    Contract Withdrawals                                                    (52,759)               (93,681)
    Deferred Sales Charges                                                   (1,637)                (3,533)
    Death Benefits                                                                0                      0
    Annuity Payments                                                              0                      0
                                                             -----------------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                               (87,111)              (101,610)
                                                             -----------------------      -----------------
Total Increase (Decrease) in Net Assets                                     (74,262)               (64,897)
Net Assets, at Beginning of Year                                            508,158                543,373
                                                             -----------------------      -----------------
Net Assets, at End of Year                                                 $433,896               $478,476
                                                             =======================      =================
</TABLE>
          See Accompanying Notes to Financial Statements
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I

                       STATEMENT OF CHANGES IN NET ASSETS
           For The Years Ended December 31, 1999 and December 31, 1998
<TABLE>

                 1998
                                                                                    AIM                         AIM
                                                                                  Capital                  International
                                                                                Appreciation                   Equity
                                                       Total                        Fund                        Fund
<S>                                               <C>                         <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                        $47,844,095                     $26,478                     ($2,807)
    Realized Gain (Loss) on Investment Activity          27,632,721                       1,230                       9,757
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   176,614,709                     111,032                       2,909
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                     252,091,525                     138,740                       9,859
                                                --------------------         -------------------         -------------------
Capital Transactions:
    Contract Deposits                                   491,085,298                     478,857                     290,708
    Administrative Charges                                 (523,825)                        (83)                       (157)
    Transfers                                             2,067,456                     773,522                     478,351
    Contract Withdrawals                                (96,499,599)                    (14,520)                     (8,177)
    Deferred Sales Charges                               (2,627,505)                       (265)                       (113)
    Death Benefits                                      (20,060,447)                          0                           0
    Annuity Payments                                       (328,935)                       (872)                          0
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           373,112,442                   1,236,639                     760,612
                                                --------------------         -------------------         -------------------
Total Increase (Decrease) in Net Assets                 625,203,967                   1,375,379                     770,471
Net Assets, at Beginning of Year                        965,121,438                           0                       2,658
                                                --------------------         -------------------         -------------------
Net Assets, at End of Year                           $1,590,325,405                  $1,375,379                    $773,129
                                                ====================         ===================         ===================
</TABLE>
<TABLE>

                                                                                                              Alliance
                                                     Alliance                     Alliance                     Growth
                                                       Money                      Premier                        &
                                                      Market                       Growth                      Income
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                                 <C>                         <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                         $2,187,529                 ($3,059,067)                $19,654,723
    Realized Gain (Loss) on Investment Activity                 184                   3,478,906                   3,801,870
    Change in Unrealized Appreciation
        (Depreciation) of Investments                             0                  90,184,199                  18,289,890
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       2,187,713                  90,604,038                  41,746,483
                                                --------------------         -------------------         -------------------

Capital Transactions:
    Contract Deposits                                    89,806,583                  95,447,393                  73,653,111
    Administrative Charges                                  (24,860)                   (102,102)                    (95,687)
    Transfers                                           (30,326,159)                 26,143,071                  14,938,639
    Contract Withdrawals                                (18,403,633)                (15,647,824)                (15,694,529)
    Deferred Sales Charges                                 (607,224)                   (396,170)                   (381,013)
    Death Benefits                                       (3,996,448)                 (2,872,731)                 (4,574,754)
    Annuity Payments                                         (6,043)                    (46,129)                    (53,904)
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                            36,442,216                 102,525,508                  67,791,863
                                                --------------------         -------------------         -------------------
Total Increase (Decrease) in Net Assets                  38,629,929                 193,129,546                 109,538,346
Net Assets, at Beginning of Year                         48,834,453                 153,941,173                 184,632,978
                                                --------------------         -------------------         -------------------
Net Assets, at End of Year                              $87,464,382                $347,070,719                $294,171,324
                                                ====================         ===================         ===================
</TABLE>
          See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                                  Alliance                    Alliance
                                                     Alliance                    Short-Term                    Global
                                                   International                Multi-Market                    Bond
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                                     <C>                         <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                         $1,817,075                    $376,268                     $46,455
    Realized Gain (Loss) on Investment Activity           1,036,224                     (80,540)                   (120,856)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     2,047,659                     (83,364)                  1,173,628
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       4,900,958                     212,364                   1,099,227
                                                --------------------         -------------------         -------------------

Capital Transactions:
    Contract Deposits                                     7,038,944                     572,601                   1,521,220
    Administrative Charges                                  (21,767)                     (1,467)                     (3,797)
    Transfers                                            (3,601,690)                   (813,036)                 (1,498,457)
    Contract Withdrawals                                 (2,684,122)                   (137,245)                   (747,819)
    Deferred Sales Charges                                  (63,196)                     (5,236)                    (18,867)
    Death Benefits                                         (701,054)                   (138,603)                    (59,945)
    Annuity Payments                                        (26,441)                          0                      (4,912)
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                               (59,326)                   (522,986)                   (812,577)
                                                --------------------         -------------------         -------------------
Total Increase (Decrease) in Net Assets                   4,841,632                    (310,622)                    286,650
Net Assets, at Beginning of Year                         46,356,524                   4,656,454                   9,333,665
                                                --------------------         -------------------         -------------------
Net Assets, at End of Year                              $51,198,156                  $4,345,832                  $9,620,315
                                                ====================         ===================         ===================
</TABLE>
<TABLE>



                                                     Alliance
                                                       U.S.                                                   Alliance
                                                    Government/                   Alliance                     North
                                                       High                        Global                     American
                                                       Grade                       Dollar                    Government
                                                    Securities                   Government                    Income
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                                     <C>                         <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                         $1,069,949                  $1,219,983                  $1,555,843
    Realized Gain (Loss) on Investment Activity             347,826                    (302,952)                    895,410
    Change in Unrealized Appreciation
        (Depreciation) of Investments                       709,554                  (3,643,766)                 (1,861,942)
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       2,127,329                  (2,726,735)                    589,311
                                                --------------------         -------------------         -------------------
Capital Transactions:
    Contract Deposits                                    14,219,487                   2,110,887                   7,687,456
    Administrative Charges                                  (15,679)                     (4,048)                    (10,439)
    Transfers                                             7,243,456                  (2,090,057)                 (5,608,307)
    Contract Withdrawals                                 (2,747,021)                   (665,352)                 (1,183,008)
    Deferred Sales Charges                                  (65,540)                     (9,774)                    (17,216)
    Death Benefits                                         (783,919)                   (206,835)                   (340,406)
    Annuity Payments                                        (18,052)                     (1,404)                     (1,598)
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                            17,832,732                    (866,583)                    526,482
                                                --------------------         -------------------         -------------------
Total Increase (Decrease) in Net Assets                  19,960,061                  (3,593,318)                  1,115,793
Net Assets, at Beginning of Year                         26,301,290                  11,634,063                  23,869,617
                                                --------------------         -------------------         -------------------
Net Assets, at End of Year                              $46,261,351                  $8,040,745                 $24,985,410
                                                ====================         ===================         ===================
</TABLE>
          See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>



                                                     Alliance                     Alliance                    Alliance
                                                      Utility                   Conservative                   Growth
                                                      Income                     Investors                   Investors
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                                  <C>                         <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                           $224,883                  $1,301,231                  $1,016,831
    Realized Gain (Loss) on Investment Activity             907,999                     504,326                     491,122
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     3,206,582                   1,200,166                   1,216,568
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       4,339,464                   3,005,723                   2,724,521
                                                --------------------         -------------------         -------------------
Capital Transactions:
    Contract Deposits                                     6,858,500                   2,661,338                     884,350
    Administrative Charges                                   (6,953)                    (10,209)                     (5,884)
    Transfers                                             2,924,340                   2,894,593                    (304,810)
    Contract Withdrawals                                 (1,285,838)                 (1,774,675)                   (765,575)
    Deferred Sales Charges                                  (26,843)                    (28,627)                    (18,697)
    Death Benefits                                         (238,736)                   (413,030)                   (181,995)
    Annuity Payments                                         (8,138)                     (2,976)                     (6,090)
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                             8,216,332                   3,326,414                    (398,701)
                                                --------------------         -------------------         -------------------
Total Increase (Decrease) in Net Assets                  12,555,796                   6,332,137                   2,325,820
Net Assets, at Beginning of Year                         14,215,333                  21,629,663                  12,763,376
                                                --------------------         -------------------         -------------------
Net Assets, at End of Year                              $26,771,129                 $27,961,800                 $15,089,196
                                                ====================         ===================         ===================
</TABLE>
<TABLE>


                                                                                  Alliance                    Alliance
                                                     Alliance                      Total                     Worldwide
                                                      Growth                       Return                  Privatization
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                                    <C>                         <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                        $10,026,542                  $2,793,143                  $1,766,468
    Realized Gain (Loss) on Investment Activity           9,875,339                     853,076                   1,400,478
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    34,363,300                   1,583,798                    (298,320)
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                      54,265,181                   5,230,017                   2,868,626
                                                --------------------         -------------------         -------------------

Capital Transactions:
    Contract Deposits                                    49,572,101                  12,319,642                   6,707,438
    Administrative Charges                                  (93,695)                    (17,308)                    (14,321)
    Transfers                                            (1,135,432)                  2,355,499                  (3,382,338)
    Contract Withdrawals                                (18,617,459)                 (2,367,226)                 (1,817,429)
    Deferred Sales Charges                                 (568,829)                    (47,698)                    (45,577)
    Death Benefits                                       (2,978,649)                   (538,278)                   (473,793)
    Annuity Payments                                        (20,982)                    (18,495)                    (26,132)
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                            26,157,055                  11,686,136                     947,848
                                                --------------------         -------------------         -------------------
Total Increase (Decrease) in Net Assets                  80,422,236                  16,916,153                   3,816,474
Net Assets, at Beginning of Year                        188,081,998                  28,518,632                  33,600,497
                                                --------------------         -------------------         -------------------
Net Assets, at End of Year                             $268,504,234                 $45,434,785                 $37,416,971
                                                ====================         ===================         ===================
</TABLE>
          See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                                                              Alliance
                                                                                                                Real
                                                     Alliance                     Alliance                     Estate
                                                    Technology                     Quasar                    Investment
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                                    <C>                         <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                          ($970,462)                 $4,266,721                    $101,410
    Realized Gain (Loss) on Investment Activity           3,219,195                     389,615                     (65,896)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    37,132,821                  (9,296,240)                 (3,061,310)
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                      39,381,554                  (4,639,904)                 (3,025,796)
                                                --------------------         -------------------         -------------------

Capital Transactions:
    Contract Deposits                                    21,154,826                  23,067,077                   6,224,344
    Administrative Charges                                  (33,685)                    (25,121)                     (5,026)
    Transfers                                            (1,088,521)                  3,109,668                    (666,704)
    Contract Withdrawals                                 (4,466,073)                 (3,582,335)                   (418,621)
    Deferred Sales Charges                                 (122,081)                   (106,351)                     (6,476)
    Death Benefits                                         (550,122)                   (620,207)                   (239,965)
    Annuity Payments                                        (15,981)                    (38,759)                     (4,118)
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                            14,878,363                  21,803,972                   4,883,434
                                                --------------------         -------------------         -------------------
Total Increase (Decrease) in Net Assets                  54,259,917                  17,164,068                   1,857,638
Net Assets, at Beginning of Year                         56,715,448                  50,688,144                  11,431,513
                                                --------------------         -------------------         -------------------
Net Assets, at End of Year                             $110,975,365                 $67,852,212                 $13,289,151
                                                ====================         ===================         ===================
</TABLE>
<TABLE>

                                                                                                              Dreyfus
                                                     Alliance                     Dreyfus                       Zero
                                                       High                        Stock                       Coupon
                                                       Yield                       Index                        2000
                                                     Portfolio                      Fund                     Portfolio
<S>                                                      <C>                         <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                          ($131,266)                    $26,660                     $11,934
    Realized Gain (Loss) on Investment Activity             (13,109)                    530,479                         876
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    (1,159,736)                  2,117,029                       3,910
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                      (1,304,111)                  2,674,168                      16,720
                                                --------------------         -------------------         -------------------

Capital Transactions:
    Contract Deposits                                    12,091,262                   4,087,116                           0
    Administrative Charges                                   (4,317)                     (5,133)                       (207)
    Transfers                                             4,347,976                   1,673,959                     (38,356)
    Contract Withdrawals                                   (803,654)                   (575,676)                     (9,834)
    Deferred Sales Charges                                  (18,764)                    (14,595)                       (327)
    Death Benefits                                          (52,472)                     (1,042)                     (5,638)
    Annuity Payments                                        (25,057)                       (940)                          0
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                            15,534,974                   5,163,689                     (54,362)
                                                --------------------         -------------------         -------------------
Total Increase (Decrease) in Net Assets                  14,230,863                   7,837,857                     (37,642)
Net Assets, at Beginning of Year                          1,098,716                   7,542,884                     325,146
                                                --------------------         -------------------         -------------------
Net Assets, at End of Year                              $15,329,579                 $15,380,741                    $287,504
                                                ====================         ===================         ===================
</TABLE>
          See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                      Dreyfus
                                                       Small                      Fidelity                    Fidelity
                                                      Company                      Money                       Asset
                                                       Stock                       Market                     Manager
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                                     <C>                         <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            ($8,744)                   $394,513                    $398,746
    Realized Gain (Loss) on Investment Activity              (5,230)                       (133)                     (5,987)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                       (81,665)                          0                     312,647
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         (95,639)                    394,380                     705,406
                                                --------------------         -------------------         -------------------
Capital Transactions:
    Contract Deposits                                       291,183                  18,825,929                   1,416,269
    Administrative Charges                                     (282)                     (1,705)                     (2,055)
    Transfers                                               551,143                 (18,407,450)                  2,725,292
    Contract Withdrawals                                     (7,095)                   (620,062)                   (292,549)
    Deferred Sales Charges                                      (60)                    (21,549)                     (8,819)
    Death Benefits                                                0                           0                           0
    Annuity Payments                                              0                           0                           0
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                               834,889                    (224,837)                  3,838,138
                                                --------------------         -------------------         -------------------
Total Increase (Decrease) in Net Assets                     739,250                     169,543                   4,543,544
Net Assets, at Beginning of Year                            619,064                  10,108,946                   3,173,137
                                                --------------------         -------------------         -------------------
Net Assets, at End of Year                               $1,358,314                 $10,278,489                  $7,716,681
                                                ====================         ===================         ===================
</TABLE>
<TABLE>

                                                                                                              Fidelity
                                                                                  Fidelity                   Investment
                                                     Fidelity                       High                       Grade
                                                      Growth                       Income                       Bond
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                                    <C>                         <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                           $870,860                    $237,146                     $82,288
    Realized Gain (Loss) on Investment Activity             307,907                        (987)                     73,256
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     1,758,539                    (478,498)                    100,475
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       2,937,306                    (242,339)                    256,019
                                                --------------------         -------------------         -------------------
Capital Transactions:
    Contract Deposits                                     2,412,200                     942,566                   1,433,179
    Administrative Charges                                   (4,432)                       (902)                       (920)
    Transfers                                               616,412                     739,280                     689,440
    Contract Withdrawals                                   (419,770)                   (162,674)                   (162,535)
    Deferred Sales Charges                                  (10,367)                     (3,671)                     (2,411)
    Death Benefits                                           (8,363)                          0                     (12,525)
    Annuity Payments                                              0                           0                        (973)
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                             2,585,680                   1,514,599                   1,943,255
                                                --------------------         -------------------         -------------------
Total Increase (Decrease) in Net Assets                   5,522,986                   1,272,260                   2,199,274
Net Assets, at Beginning of Year                          6,229,098                   2,346,024                   2,500,033
                                                --------------------         -------------------         -------------------
Net Assets, at End of Year                              $11,752,084                  $3,618,284                  $4,699,307
                                                ====================         ===================         ===================
</TABLE>
          See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                                                              Hotchkis
                                                                                                                 &
                                                                                                               Wiley
                                                     Fidelity                     Fidelity                 International
                                                     Overseas                    Contrafund                     VIP
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                                        <C>                         <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            $89,005                    ($12,680)                         $0
    Realized Gain (Loss) on Investment Activity              42,715                      16,299                           0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                        27,078                     356,936                           0
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         158,798                     360,555                           0
                                                --------------------         -------------------         -------------------

Capital Transactions:
    Contract Deposits                                         2,682                   1,228,817                           0
    Administrative Charges                                     (797)                       (105)                          0
    Transfers                                              (230,148)                  1,220,420                           0
    Contract Withdrawals                                   (114,197)                    (15,281)                          0
    Deferred Sales Charges                                   (3,885)                       (227)                          0
    Death Benefits                                                0                           0                           0
    Annuity Payments                                              0                        (939)                          0
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                              (346,345)                  2,432,685                           0
                                                --------------------         -------------------         -------------------
Total Increase (Decrease) in Net Assets                    (187,547)                  2,793,240                           0
Net Assets, at Beginning of Year                          1,375,762                           0                           0
                                                --------------------         -------------------         -------------------
Net Assets, at End of Year                               $1,188,215                  $2,793,240                          $0
                                                ====================         ===================         ===================
</TABLE>
<TABLE>

                                                     Hotchkis
                                                        &                                                     Merrill
                                                       Wiley                      Mercury                      Lynch
                                                        Low                         U.S.                       Basic
                                                     Duration                      Large                       Value
                                                        VIP                         Cap                        Focus
                                                     Portfolio                      Fund                        Fund
<S>                                                        <C>                         <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                 $0                          $0                    ($26,296)
    Realized Gain (Loss) on Investment Activity                   0                           0                     (16,848)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                             0                           0                     (10,081)
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                               0                           0                     (53,225)
                                                --------------------         -------------------         -------------------

Capital Transactions:
    Contract Deposits                                             0                           0                   3,969,023
    Administrative Charges                                        0                           0                      (3,180)
    Transfers                                                     0                           0                     305,193
    Contract Withdrawals                                          0                           0                     (22,602)
    Deferred Sales Charges                                        0                           0                        (103)
    Death Benefits                                                0                           0                           0
    Annuity Payments                                              0                           0                           0
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                     0                           0                   4,248,331
                                                --------------------         -------------------         -------------------
Total Increase (Decrease) in Net Assets                           0                           0                   4,195,106
Net Assets, at Beginning of Year                                  0                           0                           0
                                                --------------------         -------------------         -------------------
Net Assets, at End of Year                                       $0                          $0                  $4,195,106
                                                ====================         ===================         ===================
</TABLE>
          See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                                  Merrill                     Merrill
                                                      Merrill                      Lynch                       Lynch
                                                       Lynch                     Developing                   Domestic
                                                      Capital                     Capital                      Money
                                                       Focus                      Markets                      Market
                                                       Fund                         Fund                        Fund
<S>                                                         <C>                         <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                 $0                       ($399)                    $43,472
    Realized Gain (Loss) on Investment Activity                   0                        (645)                          0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                             0                      (9,325)                          0
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                               0                     (10,369)                     43,472
                                                --------------------         -------------------         -------------------

Capital Transactions:
    Contract Deposits                                             0                      60,054                   5,035,460
    Administrative Charges                                        0                         (30)                     (2,053)
    Transfers                                                     0                      15,013                  (1,410,578)
    Contract Withdrawals                                          0                           0                     (29,036)
    Deferred Sales Charges                                        0                           0                      (1,350)
    Death Benefits                                                0                           0                           0
    Annuity Payments                                              0                           0                           0
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                     0                      75,037                   3,592,443
                                                --------------------         -------------------         -------------------
Total Increase (Decrease) in Net Assets                           0                      64,668                   3,635,915
Net Assets, at Beginning of Year                                  0                           0                           0
                                                --------------------         -------------------         -------------------
Net Assets, at End of Year                                       $0                     $64,668                  $3,635,915
                                                ====================         ===================         ===================
</TABLE>
<TABLE>


                                                      Merrill                     Merrill                     Merrill
                                                       Lynch                       Lynch                       Lynch
                                                      Global                       Global                      Global
                                                      Growth                      Strategy                    Utility
                                                       Focus                       Focus                       Focus
                                                       Fund                         Fund                        Fund
<S>                                                  <C>                         <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                 $0                     ($2,123)                     $1,422
    Realized Gain (Loss) on Investment Activity                   0                      (1,211)                       (854)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                             0                       3,979                      55,302
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                               0                         645                      55,870
                                                --------------------         -------------------         -------------------

Capital Transactions:
    Contract Deposits                                             0                     280,402                     477,467
    Administrative Charges                                        0                        (242)                       (264)
    Transfers                                                     0                      22,148                     (19,952)
    Contract Withdrawals                                          0                      (2,922)                       (617)
    Deferred Sales Charges                                        0                           0                           0
    Death Benefits                                                0                           0                     (36,014)
    Annuity Payments                                              0                           0                           0
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                     0                     299,386                     420,620
                                                --------------------         -------------------         -------------------
Total Increase (Decrease) in Net Assets                           0                     300,031                     476,490
Net Assets, at Beginning of Year                                  0                           0                           0
                                                --------------------         -------------------         -------------------
Net Assets, at End of Year                                       $0                    $300,031                    $476,490
                                                ====================         ===================         ===================
</TABLE>
          See Accompanying Notes to Financial Statements
<PAGE>

<TABLE>


                                                      Merrill                     Merrill                     Merrill
                                                       Lynch                       Lynch                       Lynch
                                                       High                    International                  Natural
                                                      Current                      Equity                    Resources
                                                      Income                       Focus                       Focus
                                                       Fund                         Fund                        Fund
<S>                                                       <C>                         <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            $16,239                     ($4,071)                      ($230)
    Realized Gain (Loss) on Investment Activity             (17,159)                     (2,979)                        (32)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                       (20,327)                     13,217                      (3,249)
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         (21,247)                      6,167                      (3,511)
                                                --------------------         -------------------         -------------------
Capital Transactions:
    Contract Deposits                                       536,180                     623,134                      22,442
    Administrative Charges                                     (194)                       (348)                        (42)
    Transfers                                                12,536                      38,709                      10,243
    Contract Withdrawals                                       (297)                       (642)                          0
    Deferred Sales Charges                                        0                           0                           0
    Death Benefits                                          (34,923)                          0                           0
    Annuity Payments                                              0                           0                           0
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                               513,302                     660,853                      32,643
                                                --------------------         -------------------         -------------------
Total Increase (Decrease) in Net Assets                     492,055                     667,020                      29,132
Net Assets, at Beginning of Year                                  0                           0                           0
                                                --------------------         -------------------         -------------------
Net Assets, at End of Year                                 $492,055                    $667,020                     $29,132
                                                ====================         ===================         ===================
</TABLE>
          See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>


                                                                                                              Merrill
                                                      Merrill                     Merrill                      Lynch
                                                       Lynch                       Lynch                      Special
                                                       Prime                      Quality                      Value
                                                       Bond                        Equity                      Focus
                                                       Fund                         Fund                        Fund
<S>                                                       <C>                         <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                             $9,272                     ($4,635)                    ($3,592)
    Realized Gain (Loss) on Investment Activity               1,852                      (6,901)                    (11,879)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                         2,926                      55,693                     (32,123)
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                          14,050                      44,157                     (47,594)
                                                --------------------         -------------------         -------------------

Capital Transactions:
    Contract Deposits                                       638,872                     701,100                     567,049
    Administrative Charges                                     (107)                       (508)                       (463)
    Transfers                                              (222,446)                     41,014                      64,167
    Contract Withdrawals                                       (516)                     (2,638)                     (1,089)
    Deferred Sales Charges                                        0                           0                          (9)
    Death Benefits                                                0                           0                           0
    Annuity Payments                                              0                           0                           0
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                               415,803                     738,968                     629,655
                                                --------------------         -------------------         -------------------
Total Increase (Decrease) in Net Assets                     429,853                     783,125                     582,061
Net Assets, at Beginning of Year                                  0                           0                           0
                                                --------------------         -------------------         -------------------
Net Assets, at End of Year                                 $429,853                    $783,125                    $582,061
                                                ====================         ===================         ===================
</TABLE>
<TABLE>




                                                                                  Mitchell
                                                     Mitchell                     Hutchins                    Mitchell
                                                     Hutchins                      Global                     Hutchins
                                                     Balanced                      Income                      Growth
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                                     <C>                         <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            $74,119                      $2,037                     $21,121
    Realized Gain (Loss) on Investment Activity                   1                          (1)                         35
    Change in Unrealized Appreciation
        (Depreciation) of Investments                       (19,556)                     (1,741)                      7,735
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                          54,564                         295                      28,891
                                                --------------------         -------------------         -------------------

Capital Transactions:
    Contract Deposits                                       538,371                      28,855                     157,942
    Administrative Charges                                     (107)                         (6)                        (36)
    Transfers                                                   221                       3,234                       7,852
    Contract Withdrawals                                          0                           0                           0
    Deferred Sales Charges                                        0                           0                           0
    Death Benefits                                                0                           0                           0
    Annuity Payments                                              0                           0                           0
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                               538,485                      32,083                     165,758
                                                --------------------         -------------------         -------------------
Total Increase (Decrease) in Net Assets                     593,049                      32,378                     194,649
Net Assets, at Beginning of Year                                  0                           0                           0
                                                --------------------         -------------------         -------------------
Net Assets, at End of Year                                 $593,049                     $32,378                    $194,649
                                                ====================         ===================         ===================
</TABLE>
          See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>



                                                     Mitchell
                                                     Hutchins                     Mitchell                    Mitchell
                                                      Growth                      Hutchins                    Hutchins
                                                         &                          High                       Small
                                                      Income                       Income                       Cap
                                                     Portfolio                   Portfolio                   Portfolio
<S>                                                       <C>                         <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                           $110,093                      $9,855                     $15,647
    Realized Gain (Loss) on Investment Activity               1,634                          19                         669
    Change in Unrealized Appreciation
        (Depreciation) of Investments                        61,156                      (9,852)                     29,971
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         172,883                          22                      46,287
                                                --------------------         -------------------         -------------------

Capital Transactions:
    Contract Deposits                                     1,430,900                     588,041                     297,384
    Administrative Charges                                     (339)                        (26)                        (90)
    Transfers                                                27,707                      22,734                       8,383
    Contract Withdrawals                                       (161)                          0                        (452)
    Deferred Sales Charges                                        0                           0                           0
    Death Benefits                                                0                           0                           0
    Annuity Payments                                              0                           0                           0
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                             1,458,107                     610,749                     305,225
                                                --------------------         -------------------         -------------------
Total Increase (Decrease) in Net Assets                   1,630,990                     610,771                     351,512
Net Assets, at Beginning of Year                                  0                           0                           0
                                                --------------------         -------------------         -------------------
Net Assets, at End of Year                               $1,630,990                    $610,771                    $351,512
                                                ====================         ===================         ===================
</TABLE>
<TABLE>




                                                     Mitchell                     Mitchell                    Van Eck
                                                     Hutchins                     Hutchins                   Worldwide
                                                     Strategic                    Tactical                      Hard
                                                      Income                     Allocation                    Assets
                                                     Portfolio                   Portfolio                      Fund
<S>                                                       <C>                         <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                             $1,692                     $50,122                     $29,649
    Realized Gain (Loss) on Investment Activity                  16                      94,317                     (27,745)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                           359                     544,313                     (66,594)
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                           2,067                     688,752                     (64,690)
                                                --------------------         -------------------         -------------------

Capital Transactions:
    Contract Deposits                                       157,694                   9,858,987                       6,896
    Administrative Charges                                      (36)                     (1,224)                       (136)
    Transfers                                                 9,365                    (235,126)                    (10,643)
    Contract Withdrawals                                       (644)                     (3,596)                    (17,632)
    Deferred Sales Charges                                        0                           0                        (552)
    Death Benefits                                                0                           0                           0
    Annuity Payments                                              0                           0                           0
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                               166,379                   9,619,041                     (22,067)
                                                --------------------         -------------------         -------------------
Total Increase (Decrease) in Net Assets                     168,446                  10,307,793                     (86,757)
Net Assets, at Beginning of Year                                  0                           0                     218,823
                                                --------------------         -------------------         -------------------
Net Assets, at End of Year                                 $168,446                 $10,307,793                    $132,066
                                                ====================         ===================         ===================
</TABLE>
          See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>

                                                                                  Van Eck                       WP&G
                                                      Van Eck                    Worldwide                    Tomorrow
                                                     Worldwide                    Emerging                     Short
                                                     Balanced                     Markets                       Term
                                                       Fund                         Fund                     Portfolio
<S>                                                  <C>                         <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            $83,823                       ($262)                    $18,178
    Realized Gain (Loss) on Investment Activity             (38,939)                     (5,888)                     20,080
    Change in Unrealized Appreciation
        (Depreciation) of Investments                       (12,586)                     (3,745)                     25,080
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                          32,298                      (9,895)                     63,338
                                                --------------------         -------------------         -------------------
Capital Transactions:
    Contract Deposits                                         1,139                      26,351                      36,622
    Administrative Charges                                     (118)                         (5)                       (279)
    Transfers                                              (403,202)                      2,545                    (130,120)
    Contract Withdrawals                                    (20,077)                          0                     (74,252)
    Deferred Sales Charges                                     (556)                          0                      (2,160)
    Death Benefits                                                0                           0                           0
    Annuity Payments                                              0                           0                           0
                                                --------------------         -------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                              (422,814)                     28,891                    (170,189)
                                                --------------------         -------------------         -------------------
Total Increase (Decrease) in Net Assets                    (390,516)                     18,996                    (106,851)
Net Assets, at Beginning of Year                            390,516                           0                     680,596
                                                --------------------         -------------------         -------------------
Net Assets, at End of Year                                       $0                     $18,996                    $573,745
                                                ====================         ===================         ===================
</TABLE>
<TABLE>


                                                       WP&G                         WP&G
                                                     Tomorrow                     Tomorrow
                                                      Medium                        Long
                                                       Term                         Term
                                                     Portfolio                   Portfolio
<S>                                                    <C>                         <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            $21,342                        ($38)
    Realized Gain (Loss) on Investment Activity              34,514                      22,266
    Change in Unrealized Appreciation
        (Depreciation) of Investments                        21,585                      48,693
                                                --------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                          77,441                      70,921
                                                --------------------         -------------------
Capital Transactions:
    Contract Deposits                                        27,019                       9,848
    Administrative Charges                                     (392)                       (457)
    Transfers                                              (273,314)                    (51,824)
    Contract Withdrawals                                    (48,734)                    (61,884)
    Deferred Sales Charges                                     (321)                     (1,986)
    Death Benefits                                                0                           0
    Annuity Payments                                              0                           0
                                                --------------------         -------------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                              (295,742)                   (106,303)
                                                --------------------         -------------------
Total Increase (Decrease) in Net Assets                    (218,301)                    (35,382)
Net Assets, at Beginning of Year                            726,459                     578,755
                                                --------------------         -------------------
Net Assets, at End of Year                                 $508,158                    $543,373
                                                ====================         ===================
</TABLE>
                 See Accompanying Notes to Financial Statements


<PAGE>

                           AIG LIFE INSURANCE COMPANY

                                   (AIG LIFE)

                               VARIABLE ACCOUNT I

                          NOTES TO FINANCIAL STATEMENTS

1. History

Variable Account I (the "Account") is a separate  investment account established
under the  provisions of Delaware  Insurance Law by AIG Life  Insurance  Company
(the "Company"), a wholly-owned subsidiary of American International Group, Inc.
The Account  operates as a unit investment trust registered under the Investment
Company Act of 1940,  as amended,  and supports the  operations of the Company's
individual  single  purchase  payment  deferred   variable  annuity   contracts,
individual  flexible  premium  deferred  variable  annuity  contracts  and group
flexible premium  deferred  variable annuity  contracts (the  "contracts").  The
following  products  are  offered by the  Account:  Alliance  Gallery,  Profile,
Ovation,  Trilogy and  Paradigm.  The Account  invests in shares of AIM Variable
Insurance  Fund ("AIM  Fund"),  Alliance  Variable  Products  Series Fund,  Inc.
("Alliance  Fund"),  Alliance Variable  Products Series Fund B, Inc.  ("Alliance
Fund  B"),  Dreyfus  Variable   Investment  Fund  ("Dreyfus   Fund"),   Fidelity
Investments  Variable  Insurance  Products  Fund  ("Fidelity  Trust"),  Fidelity
Investments  Variable Insurance Products Fund II ("Fidelity Trust II"), Hotchkis
& Wiley Variable Trust ("Hotchkis & Wiley Trust"), Mercury Asset Management V.I.
Funds,  Inc.  ("Mercury  Fund"),  Merrill Lynch Variable  Series Funds ("Merrill
Lynch Fund"),  Mitchell Hutchins Series Trust ("Mitchell  Hutchins Trust"),  Van
Eck Investment  Trust ("Van Eck Trust") and Weiss,  Peck & Greer ("WP&G Tomorrow
Fund"). The assets in the policies may be invested in the following subaccounts:
<TABLE>
<S>                                                               <C>
AIM Fund:                                                         Hotchkis & Wiley Trust:
           Capital Appreciation Fund                                          International VIP Portfolio
           International Equity Fund                                          Low Duration VIP Portfolio

Alliance Fund:                                                    Mercury Fund:
           Conservative Investors Portfolio                                   U.S. Large Cap Fund
           Global Bond Portfolio
           Global Dollar Government Portfolio                     Merrill Lynch Fund:
           Growth Portfolio                                                   Basic Value Focus Fund
           Growth & Income Portfolio                                          Capital Focus Fund
           Growth Investors Portfolio                                         Developing Capital Markets Fund
           High Yield Portfolio                                               Domestic Money Market Fund
           International Portfolio                                            Global Growth Focus Fund
           Money Market Portfolio                                             Global Strategy Focus Fund
           North American Government Income Portfolio                         Global Utility Focus Fund
           Premier Growth Portfolio                                           High Current Income Fund
           Quasar Portfolio                                                   International Equity Focus Fund
           Real Estate Investment Portfolio                                   Natural Resources Focus Fund
           Short-Term Multi-Market Portfolio                                  Prime Bond Fund
           Technology Portfolio                                               Quality Equity Fund
           Total Return Portfolio                                             Special Value Focus Fund
           U.S. Government/High Grade Securities Portfolio
           Utility Income Portfolio                               Mitchell Hutchins Trust:
           Worldwide Privatization Portfolio                                  Balanced Portfolio
                                                                              Global Income Portfolio
Alliance Fund B:                                                              Growth Portfolio
           Growth Portfolio                                                   Growth & Income Portfolio
           Growth & Income Portfolio                                          High Income Portfolio
           Money Market Portfolio                                             Small Cap Portfolio
           U.S. Government/High Grade Securities Portfolio                    Strategic Income Portfolio
                                                                              Tactical Allocation Portfolio

Dreyfus Fund:
           Small Company Stock Portfolio                          Van Eck Trust:
           Stock Index Fund                                                   Worldwide Balanced Fund (Fund Closed 06/29/98)
           Zero Coupon 2000 Portfolio                                         Worldwide Emerging Markets Fund
                                                                              Worldwide Hard Assets Fund

Fidelity Trust:
           Growth Portfolio                                       WP&G Tomorrow Fund:
           High Income Portfolio                                              Tomorrow Long Term Portfolio
           Money Market Portfolio                                             Tomorrow Medium Term Portfolio
           Overseas Portfolio                                                 Tomorrow Short Term Portfolio

Fidelity Trust II:
           Asset Manager Portfolio
           Contrafund Portfolio
           Investment Grade Bond Portfolio
</TABLE>
<PAGE>


                           AIG LIFE INSURANCE COMPANY

                                   (AIG LIFE)

                               VARIABLE ACCOUNT I

                    NOTES TO FINANCIAL STATEMENTS (continued)

The assets of the Account are the  property of the  Company.  The portion of the
Account's assets applicable to the contracts are not chargeable with liabilities
arising out of any other business conducted by the Company.

In addition to the  Account,  a contract  owner may also  allocate  funds to the
Guaranteed  Account,  which is part of the Company's  general  account.  Amounts
allocated  to the  Guaranteed  Account are credited  with a  guaranteed  rate of
interest  for  a  selected   period.   Because  of  exemptive  and  exclusionary
provisions,  interests in the Guaranteed  Account have not been registered under
the Securities Act of 1933, and the Guaranteed  Account has not been  registered
as an investment company under the Investment Company Act of 1940.

2. Summary of Significant Accounting Policies

The following is a summary of significant  accounting  policies  followed by the
Account in preparation of the financial  statements in conformity with generally
accepted accounting principles.

A.   Investment  Valuation - The investments in the respective  funds and trusts
     are  stated at  market  value  which is the net asset  value of each of the
     respective  series  as  determined  at the  close of  business  on the last
     business day of the period by the Fund.

B.   Accounting for Investments - Investment  transactions  are accounted for on
     the date the investments are purchased or sold. Dividend income is recorded
     on the ex-dividend date.

C.   Federal  Income  Taxes - The Company is taxed  under  federal law as a life
     insurance  company.  The Account is part of the Company's total  operations
     and is not taxed  separately.  Under  existing  federal  law,  no taxes are
     payable on investment income and realized capital gains of the Account.

D.   The  preparation  of  the  accompanying   financial   statements   required
     management  to make  estimates  and  assumptions  that affect the  reported
     values of assets and liabilities  and the reported  amounts from operations
     and policy transactions. Actual results could differ from those estimates.

3. Contract Charges

Daily  charges  for  mortality  and  expense  risks  assumed by the  Company are
assessed  through  the daily unit value  calculation  and are  equivalent  on an
annual basis to 1.25% of the value of the contracts.

Daily charges for  administrative  expenses are assessed  through the daily unit
value calculation and are equivalent on an annual basis to 0.15% of the value of
the contracts.  In addition, an annual administrative  expense charge of $30 may
be assessed against each contract on its anniversary date by surrendering units.

Daily charges for the Accidental Death Benefit (ADB) option are assessed through
the daily unit value  calculation on all contracts that have elected this option
and are  equivalent  on an annual basis to 0.05% of the value of the  contracts.
These  charges are included as part of the  mortality and expense risk fees line
of the Statement of Operations.

Daily  charges for the Annual  Ratchet Plan option are assessed on all contracts
that have elected this option and are  equivalent on an annual basis to 0.10% of
the  value  of  the  contracts.  These  charges  are  included  as  part  of the
administrative charges line of the Statement of Changes in Net Assets.

Daily charges for the Equity Assurance Plan option are assessed on all contracts
that have elected this option and are equivalent to a maximum 0.20% on an annual
basis  of the  value  of the  contracts.  These  charges  are  included  as part
administrative charges line of the Statement of Changes in Net Assets.

The contracts provide that in the event that a contract owner withdraws all or a
portion of the contract  value within the  surrender  charge period they will be
assessed a deferred sales charge.  The deferred sales charge is based on a table
of charges, of which the maximum charge is 6% of the contract value subject to a
maximum of 8.5% of  premiums  paid for single  premium  contracts  and a maximum
charge of 6% of premiums paid for flexible premium contracts.

Certain  states impose  premium  taxes upon  contracts.  The Company  intends to
advance premium taxes due until the contract is surrendered or annuitized.

4. Annuity Reserves

Annuity reserves are computed for currently payable  contracts  according to the
83 IAM or Annuity  2000  Mortality  Tables.  The  assumed  interest  rate is 5%.
Charges to annuity  reserves for  mortality  and expense  risks  experience  are
reimbursed  to the Company if the  reserves  required  are less than  originally
estimated.  If additional  reserves are  required,  the Company  reimburses  the
variable annuity account.

<PAGE>


                          AIG LIFE INSURANCE COMPANY
                                  (AIG LIFE)
                              VARIABLE ACCOUNT I

                   NOTES TO FINANCIAL STATEMENTS (continued)
<TABLE>

5. Purchases of Investments

For the year ended December 31, 1999, investment activity in the Fund was as
follows:

                                                 Cost of            Proceeds
                                                Purchases          From Sales
<S>                                            <C>                <C>
Shares of
AIM Fund:
        Capital Appreciation Fund               $   881,622         $   234,175
        International Equity Fund                 4,249,966           3,559,631
Alliance Fund:
        Money Market Portfolio                  227,285,666         213,782,303
        Premier Growth Portfolio                205,118,956          43,450,728
        Growth & Income Portfolio               158,944,744          33,820,220
        International Portfolio                  17,876,267          19,942,876
        Short-Term Multi-Market Portfolio         1,699,692           2,755,887
        Global Bond Portfolio                     1,922,254           2,074,731
        U.S. Government/High Grade
           Securities Portfolio                  30,096,641          19,108,706
        Global Dollar Government Portfolio        2,599,868           2,804,346
        North American Government Income
           Portfolio                              6,882,641           9,079,109
        Utility Income Portfolio                 12,554,867           5,745,102
        Conservative Investors Portfolio          4,511,490           6,821,864
        Growth Investors Portfolio                2,179,110           2,660,710
        Growth Portfolio                        103,602,480          56,593,184
        Total Return Portfolio                   27,403,781           6,256,767
        Worldwide Privatization Portfolio         7,851,872          10,048,911
        Technology Portfolio                    209,010,540         133,120,925
        Quasar Portfolio                        118,143,929         123,208,043
        Real Estate Investment Portfolio          3,739,059           4,542,557
        High Yield Portfolio                     11,838,570           4,092,594
Dreyfus Fund:
        Stock Index Fund                          6,082,305           2,051,218
        Zero Coupon 2000 Portfolio                    9,197             210,241
        Small Company Portfolio                     813,911             646,825
Fidelity Trust:
        Money Market Portfolio                   11,996,280          10,011,337
        Asset Manager Portfolio                   4,473,275           1,686,264
        Growth Portfolio                          8,764,848           1,894,711
        High Income Portfolio                     4,559,533             764,945
        Investment Grade Bond Portfolio           2,656,542           2,195,442
        Overseas Portfolio                           93,822             296,725
        Contrafund Portfolio                      3,897,177             990,453
Hotchkis & Wiley Trust:
        International VIP Portfolio                 112,915                 155
        Low Duration VIP Portfolio                   90,083               2,744
Mercury Fund:
        U.S. Large Cap Fund                          72,234                  60
Merrill Lynch Fund:
        Basic Value Focus Fund                    4,166,900             829,608
        Capital Focus Fund                            7,910                  65
        Developing Capital Markets Fund              35,335              11,808
        Domestic Money Market Fund                1,271,815           3,626,931
        Global Growth Focus Fund                    217,829               3,943
        Global Strategy Focus Fund                  688,049              24,434
        Global Utility Focus Fund                   648,744              94,446
        High Current Income Fund                    364,887              68,156
        International Equity Focus Fund             393,417              44,275
        Natural Resources Focus Fund                 44,418              20,864
        Prime Bond Fund                             439,973             194,674
        Quality Equity Fund                       1,118,841             137,192
        Special Value Focus Fund                    698,870             133,186
</TABLE>
<PAGE>

                          AIG LIFE INSURANCE COMPANY
                                  (AIG LIFE)
                              VARIABLE ACCOUNT I

                   NOTES TO FINANCIAL STATEMENTS (continued)
<TABLE>
5. Purchases of Investments (continued)


                                                 Cost of            Proceeds
                                                Purchases          From Sales
<S>                                            <C>                <C>
Mitchell Hutchins Trust:
        Balanced Portfolio                          839,250              58,136
        Global Income Portfolio                     401,284              23,116
        Growth Portfolio                          1,782,827             139,478
        Growth & Income Portfolio                 4,998,045             346,914
        High Income Portfolio                     2,762,079           1,850,068
        Small Cap Portfolio                         366,902             127,201
        Strategic Income Portfolio                  885,778              44,889
        Tactical Allocation Portfolio            35,039,258          10,483,347
Van Eck Trust:
        Worldwide Hard Assets Fund                  203,012             121,789
        Worldwide Emerging Markets Fund             355,024             222,372
WP&G Tomorrow Fund:
        Tomorrow Short Term Portfolio                48,220             183,690
        Tomorrow Medium Term Portfolio               60,358             117,569
        Tomorrow Long Term Portfolio                 51,183             111,971
</TABLE>
<PAGE>

                          AIG LIFE INSURANCE COMPANY
                                  (AIG LIFE)
                              VARIABLE ACCOUNT I

                   NOTES TO FINANCIAL STATEMENTS (continued)
<TABLE>

5. Purchases of Investments

For the year ended December 31, 1998, investment activity in the Fund was as
follows:

                                                 Cost of            Proceeds
                                                Purchases          From Sales
<S>                                            <C>                <C>
Shares of
AIM Fund:
        Capital Appreciation Fund               $ 1,344,539         $    81,351
        International Equity Fund                 1,566,560             808,755
Alliance Fund:
        Money Market Portfolio                  104,309,381          65,679,448
        Premier Growth Portfolio                110,468,523          11,034,383
        Growth & Income Portfolio               102,772,000          15,334,385
        International Portfolio                   9,130,019           7,372,272
        Short-Term Multi-Market Portfolio         2,682,779           2,829,496
        Global Bond Portfolio                     2,013,028           2,779,147
        U.S. Government/High Grade
          Securities Portfolio                   25,632,440           6,727,622
        Global Dollar Government Portfolio        4,093,316           3,739,917
        North American Government Income
          Portfolio                               9,030,785           6,948,461
        Utility Income Portfolio                 11,812,459           3,371,236
        Conservative Investors Portfolio          8,749,318           4,122,016
        Growth Investors Portfolio                3,268,336           2,649,865
        Growth Portfolio                         56,639,414          20,465,070
        Total Return Portfolio                   18,565,164           4,085,884
        Worldwide Privatization Portfolio         8,829,063           6,114,746
        Technology Portfolio                     25,227,667          11,339,118
        Quasar Portfolio                         33,049,740           6,979,048
        Real Estate Investment Portfolio          8,228,432           3,243,588
        High Yield Portfolio                     22,383,965           6,980,257
 Dreyfus Fund:
         Stock Index Fund                         7,114,507           1,924,156
         Zero Coupon 2000 Portfolio                  21,756              64,177
         Small Company Portfolio                    912,317              86,172
 Fidelity Trust:
         Money Market Portfolio                  20,390,709          20,221,175
         Asset Manager Portfolio                  4,733,438             496,552
         Growth Portfolio                         5,512,114           2,055,567
         High Income Portfolio                    2,134,586             382,841
         Investment Grade Bond Portfolio          3,146,980           1,121,436
         Overseas Portfolio                         259,217             516,558
         Contrafund Portfolio                     2,675,514             255,508
 Merrill Lynch Fund:
         Basic Value Focus Fund                   4,399,244             177,207
         Developing Capital Markets Fund             81,194               6,556
         Domestic Money Market Fund               5,009,192           1,373,278
         Global Strategy Focus Fund                 309,184              11,922
         Global Utility Focus Fund                  505,490              83,447
         High Current Income Fund                   646,548             117,007
         International Equity Focus Fund            697,326              40,545
         Natural Resources Focus Fund                32,703                 289
         Prime Bond Fund                            754,606             329,530
         Quality Equity Fund                        787,446              53,113
         Special Value Focus Fund                   658,873              32,809
 Mitchell Hutchins Trust:
         Balanced Portfolio                         613,571                 969
         Global Income Portfolio                     34,214                  95
         Growth Portfolio                           187,269                 391
         Growth & Income Portfolio                1,592,385              24,187
         High Income Portfolio                      621,280                 675
         Small Cap Portfolio                        324,239               3,370
         Strategic Income Portfolio                 168,775                 703
         Tactical Allocation Portfolio           10,236,632             567,469
</TABLE>
<PAGE>

                          AIG LIFE INSURANCE COMPANY
                                  (AIG LIFE)
                              VARIABLE ACCOUNT I

                   NOTES TO FINANCIAL STATEMENTS (continued)
<TABLE>
5. Purchases of Investments (continued)


                                                 Cost of            Proceeds
                                                Purchases          From Sales
<S>                                            <C>                <C>
Van Eck Trust:
        Worldwide Hard Assets Fund                   95,977              88,394
        Worldwide Balanced Fund                     101,524             440,603
        Worldwide Emerging Markets Fund              39,716              11,086
WP&G Tomorrow Fund:
        Tomorrow Short Term Portfolio               122,794             274,804
        Tomorrow Medium Term Portfolio              112,050             386,450
        Tomorrow Long Term Portfolio                 52,459             158,800
</TABLE>
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I

                   NOTES TO FINANCIAL STATEMENTS (continued)




6. Net Increase (Decrease) in Accumulation Units

For the year ended December 31, 1999,  transactions in accumulation units of the
account were as follows:

<TABLE>

                                      AIM                           AIM                             AIM
                                     Capital                      Capital                      International
                                    Appreciation                 Appreciation                    Equity
                                  3    Fund                    2    Fund                     3    Fund
             VARIABLE ANNUITY
                                  -----------------            -----------                  -----------------
<S>                                      <C>                        <C>                            <C>
Units Purchased                          26,004.10                  57.61                          30,704.14
Units Withdrawn                         (11,528.86)                 (0.09)                         (3,976.53)
Units Transferred Between Funds          12,262.54                  51.35                          93,326.15
Units Transferred From (To) AIG Life     25,825.80                   0.00                          18,836.36

                                  -----------------            -----------                  -----------------
Net Increase (Decrease)                  52,563.58                 108.87                         138,890.12
Units, at Beginning of the Year         119,260.64                   0.00                          67,193.18

                                  -----------------            -----------                  -----------------
Units, at End of the Year               171,824.22                 108.87                         206,083.30

                                  =================            ===========                  =================

Unit Value at December 31, 1999 $            16.13           $      16.11                 $            17.59

                                  =================            ===========                  =================

</TABLE>
<TABLE>

                                        Alliance                     Alliance                     Alliance
                                         Money                        Money                        Money
                                         Market                       Market                       Market
                                 1     Portfolio               2    Portfolio               4    Portfolio
      VARIABLE ANNUITY
                                  -------------------           -----------------            -----------------
<S>                                    <C>                           <C>                           <C>
Units Purchased                         4,667,835.04                  154,327.47                    81,224.65
Units Withdrawn                        (3,549,809.40)                 (30,659.06)                     (258.60)
Units Transferred Between Funds          (405,521.57)                (149,811.28)                  (19,347.49)
Units Transferred From (To) AIG Life           61.29                   22,337.42                       871.11

                                  -------------------           -----------------            -----------------
Net Increase (Decrease)                   712,565.36                   (3,805.45)                   62,489.67
Units, at Beginning of the Year         7,257,274.05                  172,778.21                         0.00

                                  -------------------           -----------------            -----------------
Units, at End of the Year               7,969,839.41                  168,972.76                    62,489.67

                                  ===================           =================            =================

Unit Value at December 31, 1999 $              12.15          $            12.13           $            12.13

                                  ===================           =================            =================
</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are funds with ADB only.
Footnote 3 are the Profile funds.
Footnote 4 are funds with 12B-1 fees only.
Footnote 5 are funds with 12B-1 fees and ADB.
<PAGE>

<TABLE>
                                         Alliance                      Alliance                     Alliance
                                          Money                        Premier                       Premier
                                          Market                        Growth                       Growth
                                  5     Portfolio               1     Portfolio               2     Portfolio
       VARIABLE ANNUITY
                                  ---------------------           -------------------           ------------------
<S>                                          <C>                        <C>                            <C>
Units Purchased                              29,822.96                  3,717,392.35                   253,160.16
Units Withdrawn                                 (23.81)                (1,226,944.53)                  (15,533.07)
Units Transferred Between Funds              (3,641.95)                   231,724.95                    25,075.49
Units Transferred From (To) AIG Life          7,225.08                  1,242,711.06                    89,607.00

                                    -------------------           -------------------           ------------------
Net Increase (Decrease)                      33,382.28                  3,964,883.83                   352,309.58
Units, at Beginning of the Year                   0.00                 10,004,043.82                   195,100.58

                                    -------------------           -------------------           ------------------
Units, at End of the Year                    33,382.28                 13,968,927.65                   547,410.16

                                    ===================           ===================           ==================

Unit Value at December 31, 1999   $              12.12          $              44.22          $             44.16

                                    ===================           ===================           ==================
</TABLE>
<TABLE>

                                                                                   Alliance                       Alliance
                                                     Alliance                       Growth                         Growth
                                                      Premier                          &                             &
                                                      Growth                        Income                         Income
                                               3     Portfolio               1     Portfolio               2     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                       <C>                       <C>                              <C>
Units Purchased                                           1,871.20                  2,728,704.16                     134,899.65
Units Withdrawn                                          (6,274.46)                (1,144,964.45)                     (9,463.25)
Units Transferred Between Funds                          49,946.98                    228,886.76                       7,569.53
Units Transferred From (To) AIG Life                          0.00                  1,036,970.70                      54,154.95

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                  45,543.72                  2,849,597.17                     187,160.88
Units, at Beginning of the Year                          68,418.04                  9,476,753.38                     113,490.16

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                               113,961.76                 12,326,350.55                     300,651.04

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             19.94           $             31.78           $              31.74

                                                 ==================            ==================            ===================

</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are funds with ADB only.
Footnote 3 are the Profile funds.
Footnote 4 are funds with 12B-1 fees only.
Footnote 5 are funds with 12B-1 fees and ADB.
<PAGE>
<TABLE>

                                                     Alliance                      Alliance                       Alliance
                                                      Growth                        Growth                         Growth
                                                         &                             &                             &
                                                      Income                        Income                         Income
                                               3     Portfolio               4     Portfolio               5     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                       <C>                         <C>                              <C>
Units Purchased                                           5,266.94                    127,988.07                       9,810.35
Units Withdrawn                                         (42,138.88)                      (932.74)                         (6.58)
Units Transferred Between Funds                        (256,055.82)                    (1,949.75)                        (88.58)
Units Transferred From (To) AIG Life                         55.87                     39,869.35                         455.16

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                (292,871.89)                   164,974.93                      10,170.35
Units, at Beginning of the Year                         913,812.34                          0.00                           0.00

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                               620,940.45                    164,974.93                      10,170.35

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             19.71           $             31.73           $              31.70

                                                 ==================            ==================            ===================

</TABLE>
<TABLE>

                                                                                                                  Alliance
                                                     Alliance                      Alliance                      Short-Term
                                                   International                 International                  Multi-Market
                                               1     Portfolio               2     Portfolio               1     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                     <C>                            <C>                            <C>
Units Purchased                                         298,188.89                     11,213.37                      11,293.59
Units Withdrawn                                        (402,664.80)                    (1,240.01)                    (31,393.44)
Units Transferred Between Funds                        (303,407.93)                     2,962.93                     (82,970.97)
Units Transferred From (To) AIG Life                    165,848.82                      7,438.59                           0.00

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                (242,035.02)                    20,374.88                    (103,070.82)
Units, at Beginning of the Year                       3,645,458.53                     23,555.77                     372,503.39

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                             3,403,423.51                     43,930.65                     269,432.57

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             19.26           $             19.23           $              11.91

                                                 ==================            ==================            ===================

</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are funds with ADB only.
Footnote 3 are the Profile funds.
Footnote 4 are funds with 12B-1 fees only.
Footnote 5 are funds with 12B-1 fees and ADB.
<PAGE>
<TABLE>

                                                     Alliance                      Alliance                       Alliance
                                                      Global                        Global                         Global
                                                       Bond                          Bond                           Bond
                                               1     Portfolio               2     Portfolio               3     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                      <C>                            <C>                                <C>
Units Purchased                                          33,824.13                      2,839.61                           0.00
Units Withdrawn                                         (70,622.35)                        (7.20)                     (1,285.15)
Units Transferred Between Funds                         (43,747.88)                       399.46                      13,827.84
Units Transferred From (To) AIG Life                     44,032.92                        408.11                           0.00

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                 (36,513.18)                     3,639.98                      12,542.69
Units, at Beginning of the Year                         643,678.65                      1,909.94                       4,547.27

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                               607,165.47                      5,549.92                      17,089.96

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             13.69           $             13.67           $              10.27

                                                 ==================            ==================            ===================

</TABLE>
<TABLE>



                                                     Alliance                      Alliance                       Alliance
                                                       U.S.                          U.S.                           U.S.
                                                    Government/                   Government/                   Government/
                                                       High                          High                           High
                                                       Grade                         Grade                         Grade
                                                    Securities                    Securities                     Securities
                                               1     Portfolio               2     Portfolio               4     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                     <C>                            <C>                            <C>
Units Purchased                                         302,797.46                     30,790.37                      71,895.79
Units Withdrawn                                        (375,153.64)                   (14,964.32)                       (141.85)
Units Transferred Between Funds                         155,551.33                     15,695.45                      22,478.67
Units Transferred From (To) AIG Life                    482,807.79                      9,514.88                       7,875.94

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                 566,002.94                     41,036.38                     102,108.55
Units, at Beginning of the Year                       3,516,324.79                     56,286.47                           0.00

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                             4,082,327.73                     97,322.85                     102,108.55

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             12.32           $             12.30           $              12.29

                                                 ==================            ==================            ===================

</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are funds with ADB only.
Footnote 3 are the Profile funds.
Footnote 4 are funds with 12B-1 fees only.
Footnote 5 are funds with 12B-1 fees and ADB.
<PAGE>
<TABLE>


                                                     Alliance
                                                       U.S.
                                                    Government/                    Alliance                       Alliance
                                                       High                         Global                         Global
                                                       Grade                        Dollar                         Dollar
                                                    Securities                    Government                     Government
                                               5     Portfolio               1     Portfolio               2     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                       <C>                          <C>                             <C>
Units Purchased                                           1,821.62                     16,291.45                       3,446.87
Units Withdrawn                                             (10.00)                   (64,486.40)                        (10.69)
Units Transferred Between Funds                           4,556.15                    (79,787.65)                     (1,550.80)
Units Transferred From (To) AIG Life                        398.23                     24,042.61                           0.00

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                   6,766.00                   (103,939.99)                      1,885.38
Units, at Beginning of the Year                               0.00                    636,568.44                       3,539.98

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                                 6,766.00                    532,628.45                       5,425.36

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             12.28           $             15.60           $              15.58

                                                 ==================            ==================            ===================
</TABLE>
<TABLE>

                                                     Alliance                      Alliance
                                                       North                         North
                                                     American                      American                       Alliance
                                                    Government                    Government                      Utility
                                                      Income                        Income                         Income
                                               1     Portfolio               2     Portfolio               1     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                     <C>                             <C>                          <C>
Units Purchased                                         238,411.39                      3,348.95                     330,275.51
Units Withdrawn                                        (278,864.54)                       (51.06)                   (182,332.21)
Units Transferred Between Funds                        (339,730.03)                    (7,836.42)                    (72,619.64)
Units Transferred From (To) AIG Life                     95,809.01                     10,271.87                     191,234.66

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                (284,374.17)                     5,733.34                     266,558.32
Units, at Beginning of the Year                       1,816,650.85                      9,939.13                   1,379,682.64

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                             1,532,276.68                     15,672.47                   1,646,240.96

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             14.68           $             14.67           $              22.42

                                                 ==================            ==================            ===================
</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are funds with ADB only.
Footnote 3 are the Profile funds.
Footnote 4 are funds with 12B-1 fees only.
Footnote 5 are funds with 12B-1 fees and ADB.
<PAGE>>
<TABLE>
                                                     Alliance                      Alliance                       Alliance
                                                      Utility                    Conservative                   Conservative
                                                      Income                       Investors                     Investors
                                               2     Portfolio               1     Portfolio               3     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                      <C>                            <C>                               <C>
Units Purchased                                          26,256.18                      8,726.59                          19.58
Units Withdrawn                                          (5,237.18)                  (215,600.60)                    (17,703.52)
Units Transferred Between Funds                          (6,289.27)                   (50,242.70)                    (17,578.62)
Units Transferred From (To) AIG Life                      7,111.72                       (880.91)                          0.00

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                  21,841.45                   (257,997.62)                    (35,262.56)
Units, at Beginning of the Year                          25,076.36                  1,834,033.48                      86,310.55

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                                46,917.81                  1,576,035.86                      51,047.99

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             22.39           $             15.15           $              13.49

                                                 ==================            ==================            ===================
</TABLE>
<TABLE>

                                                     Alliance                      Alliance
                                                      Growth                        Growth                        Alliance
                                                     Investors                     Investors                       Growth
                                               1     Portfolio               3     Portfolio               1     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                       <C>                              <C>                     <C>
Units Purchased                                           1,852.37                         44.37                   1,470,653.98
Units Withdrawn                                         (86,817.85)                    (3,806.21)                 (1,117,669.65)
Units Transferred Between Funds                          (3,117.54)                    (2,554.40)                     (9,152.49)
Units Transferred From (To) AIG Life                        (64.21)                         0.00                     299,666.97

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                 (88,147.23)                    (6,316.24)                    643,498.81
Units, at Beginning of the Year                         805,318.02                     69,783.44                   8,904,664.34

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                               717,170.79                     63,467.20                   9,548,163.15

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             19.94           $             17.27           $              38.20

                                                 ==================            ==================            ===================

</TABLE>
<TABLE>
                                                     Alliance                      Alliance                       Alliance
                                                      Growth                        Growth                         Growth
                                               2     Portfolio               3     Portfolio               4     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                      <C>                            <C>                           <C>
Units Purchased                                          69,691.16                      4,762.50                      80,936.52
Units Withdrawn                                          (8,646.87)                   (36,594.01)                       (319.78)
Units Transferred Between Funds                           7,205.17                     (6,601.52)                       (764.95)
Units Transferred From (To) AIG Life                     37,722.90                         49.29                      56,787.51

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                 105,972.36                    (38,383.74)                    136,639.30
Units, at Beginning of the Year                         108,165.51                    439,478.48                           0.00

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                               214,137.87                    401,094.74                     136,639.30

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             38.16           $             26.41           $              38.14

                                                 ==================            ==================            ===================

</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are funds with ADB only.
Footnote 3 are the Profile funds.
Footnote 4 are funds with 12B-1 fees only.
Footnote 5 are funds with 12B-1 fees and ADB.
<PAGE>
<TABLE>



                                                                                   Alliance                       Alliance
                                                     Alliance                        Total                         Total
                                                      Growth                        Return                         Return
                                               5     Portfolio               1     Portfolio               2     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                       <C>                         <C>                             <C>
Units Purchased                                           4,037.39                    750,721.40                      27,237.46
Units Withdrawn                                             (14.54)                  (302,928.30)                     (4,409.48)
Units Transferred Between Funds                              58.12                     29,665.39                        (656.33)
Units Transferred From (To) AIG Life                      1,221.67                    365,840.44                      21,818.81

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                   5,302.64                    843,298.93                      43,990.46
Units, at Beginning of the Year                               0.00                  2,427,810.67                      33,789.24

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                                 5,302.64                  3,271,109.60                      77,779.70

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             38.10           $             19.35           $              19.33

                                                 ==================            ==================            ===================

</TABLE>
<TABLE>



                                                     Alliance                      Alliance
                                                     Worldwide                     Worldwide                      Alliance
                                                   Privatization                 Privatization                   Technology
                                               1     Portfolio               2     Portfolio               1     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                     <C>                             <C>                        <C>
Units Purchased                                         171,512.75                      9,874.03                   2,528,021.93
Units Withdrawn                                        (318,716.57)                      (847.05)                   (776,237.68)
Units Transferred Between Funds                        (241,652.77)                       146.93                     778,942.56
Units Transferred From (To) AIG Life                     82,339.00                      4,624.10                     746,885.33

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                (306,517.59)                    13,798.01                   3,277,612.14
Units, at Beginning of the Year                       2,399,048.02                     36,349.72                   5,670,473.43

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                             2,092,530.43                     50,147.73                   8,948,085.57

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             24.00           $             23.97           $              32.00

                                                 ==================            ==================            ===================

</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are funds with ADB only.
Footnote 3 are the Profile funds.
Footnote 4 are funds with 12B-1 fees only.
Footnote 5 are funds with 12B-1 fees and ADB.
<PAGE>
<TABLE>



                                                     Alliance                      Alliance                       Alliance
                                                    Technology                    Technology                       Quasar
                                               2     Portfolio               3     Portfolio               1     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                     <C>                             <C>                          <C>
Units Purchased                                         165,682.53                      3,126.61                     697,149.17
Units Withdrawn                                          (7,209.83)                   (13,012.58)                   (605,700.84)
Units Transferred Between Funds                          39,234.58                     24,484.29                    (747,760.96)
Units Transferred From (To) AIG Life                     61,434.42                        504.36                     300,070.13

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                 259,141.70                     15,102.68                    (356,242.50)
Units, at Beginning of the Year                         134,861.64                    204,513.11                   5,595,694.30

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                               394,003.34                    219,615.79                   5,239,451.80

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             31.96           $             30.97           $              13.45

                                                 ==================            ==================            ===================

</TABLE>
<TABLE>



                                                                                                                  Alliance
                                                                                                                    Real
                                                     Alliance                      Alliance                        Estate
                                                      Quasar                        Quasar                       Investment
                                               2     Portfolio               3     Portfolio               1     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                      <C>                              <C>                        <C>
Units Purchased                                          54,140.53                        833.59                     134,416.05
Units Withdrawn                                          (2,151.32)                    (7,527.75)                   (116,433.95)
Units Transferred Between Funds                          (7,301.01)                   (19,728.51)                   (244,600.13)
Units Transferred From (To) AIG Life                     21,600.47                          0.00                      77,011.06

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                  66,288.67                    (26,422.67)                   (149,606.97)
Units, at Beginning of the Year                          94,351.66                    125,991.91                   1,323,433.95

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                               160,640.33                     99,569.24                   1,173,826.98

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             13.44           $             13.07           $               9.09

                                                 ==================            ==================            ===================

</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are funds with ADB only.
Footnote 3 are the Profile funds.
Footnote 4 are funds with 12B-1 fees only.
Footnote 5 are funds with 12B-1 fees and ADB.
<PAGE>
<TABLE>



                                                     Alliance
                                                       Real                        Alliance                       Alliance
                                                       Estate                        High                           High
                                                    Investment                       Yield                         Yield
                                               2     Portfolio               1     Portfolio               2     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                       <C>                         <C>                             <C>
Units Purchased                                           9,249.33                    744,281.57                      30,586.59
Units Withdrawn                                          (3,304.03)                  (147,963.10)                     (2,167.63)
Units Transferred Between Funds                          (5,392.67)                  (224,509.77)                     (6,281.39)
Units Transferred From (To) AIG Life                      9,670.28                    329,657.28                      20,283.41

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                  10,222.91                    701,465.98                      42,420.98
Units, at Beginning of the Year                          41,369.76                  1,476,993.82                      64,920.21

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                                51,592.67                  2,178,459.80                     107,341.19

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $              9.08           $              9.40           $               9.39

                                                 ==================            ==================            ===================

</TABLE>
<TABLE>



                                                                                                                  Dreyfus
                                                      Dreyfus                       Dreyfus                         Zero
                                                       Stock                         Stock                         Coupon
                                                       Index                         Index                          2000
                                               3       Fund                  2       Fund                  3     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                     <C>                                 <C>                            <C>
Units Purchased                                         141,872.56                          0.00                           0.00
Units Withdrawn                                         (53,379.28)                         0.00                      (9,798.37)
Units Transferred Between Funds                         (24,507.50)                       807.88                      (7,946.60)
Units Transferred From (To) AIG Life                    123,096.41                          0.00                           0.00

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                 187,082.19                        807.88                     (17,744.97)
Units, at Beginning of the Year                         788,393.98                        815.94                      24,653.92

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                               975,476.17                      1,623.82                       6,908.95

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             23.14           $             23.11           $              11.81

                                                 ==================            ==================            ===================

</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are funds with ADB only.
Footnote 3 are the Profile funds.
Footnote 4 are funds with 12B-1 fees only.
Footnote 5 are funds with 12B-1 fees and ADB.
<PAGE>
<TABLE>



                                                      Dreyfus                       Dreyfus
                                                       Small                         Small                        Fidelity
                                                      Company                       Company                        Money
                                                       Stock                         Stock                         Market
                                               3     Portfolio               2     Portfolio               3     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                      <C>                                <C>                      <C>
Units Purchased                                          10,110.52                          0.00                     233,702.33
Units Withdrawn                                         (17,627.41)                         0.00                    (134,628.93)
Units Transferred Between Funds                          (3,630.11)                         0.00                      13,852.22
Units Transferred From (To) AIG Life                     29,556.37                          0.00                      26,055.17

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                  18,409.37                          0.00                     138,980.79
Units, at Beginning of the Year                         137,766.00                      1,042.70                     923,574.31

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                               156,175.37                      1,042.70                   1,062,555.10

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             10.67           $             10.66           $              11.54

                                                 ==================            ==================            ===================

</TABLE>
<TABLE>



                                                     Fidelity                      Fidelity
                                                       Asset                         Asset                        Fidelity
                                                      Manager                       Manager                        Growth
                                               3     Portfolio               2     Portfolio               3     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                      <C>                              <C>                        <C>
Units Purchased                                          96,576.93                        737.26                     151,279.56
Units Withdrawn                                         (39,185.70)                         0.00                     (50,664.82)
Units Transferred Between Funds                         (15,665.69)                         0.00                      73,934.57
Units Transferred From (To) AIG Life                    110,490.84                          0.00                     103,916.19

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                 152,216.38                        737.26                     278,465.50
Units, at Beginning of the Year                         514,073.21                          0.00                     642,366.35

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                               666,289.59                        737.26                     920,831.85

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             16.44           $             16.42           $              24.79

                                                 ==================            ==================            ===================

</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are funds with ADB only.
Footnote 3 are the Profile funds.
Footnote 4 are funds with 12B-1 fees only.
Footnote 5 are funds with 12B-1 fees and ADB.
<PAGE>
<TABLE>



                                                                                   Fidelity                       Fidelity
                                                     Fidelity                        High                           High
                                                      Growth                        Income                         Income
                                               2     Portfolio               3     Portfolio               2     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                          <C>                       <C>                               <C>
Units Purchased                                              32.55                     47,234.87                         204.43
Units Withdrawn                                              (0.04)                   (17,786.20)                          0.00
Units Transferred Between Funds                               0.00                    220,147.86                           0.00
Units Transferred From (To) AIG Life                          0.00                     24,899.17                           0.00

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                      32.51                    274,495.70                         204.43
Units, at Beginning of the Year                               0.00                    302,062.09                       1,171.66

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                                    32.51                    576,557.79                       1,376.09

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             24.76           $             12.73           $              12.71

                                                 ==================            ==================            ===================

</TABLE>
<TABLE>



                                                     Fidelity                      Fidelity
                                                    Investment                    Investment
                                                       Grade                         Grade                        Fidelity
                                                       Bond                          Bond                         Overseas
                                               3     Portfolio               2     Portfolio               3     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                      <C>                            <C>                              <C>
Units Purchased                                          40,883.37                      1,912.81                         656.31
Units Withdrawn                                         (20,580.91)                         0.00                      (3,715.85)
Units Transferred Between Funds                        (138,852.70)                    (1,912.81)                    (12,980.23)
Units Transferred From (To) AIG Life                    140,284.87                          0.00                           0.00

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                  21,734.63                          0.00                     (16,039.77)
Units, at Beginning of the Year                         386,026.93                          0.00                      90,223.77

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                               407,761.56                          0.00                      74,184.00

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             11.81           $             11.80           $              18.52

                                                 ==================            ==================            ===================

</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are funds with ADB only.
Footnote 3 are the Profile funds.
Footnote 4 are funds with 12B-1 fees only.
Footnote 5 are funds with 12B-1 fees and ADB.
<PAGE>
<TABLE>



                                                                                                                  Hotchkis
                                                                                                                     &
                                                                                                                   Wiley
                                                     Fidelity                      Fidelity                    International
                                                    Contrafund                    Contrafund                        VIP
                                               3     Portfolio               2     Portfolio               1     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                     <C>                               <C>                          <C>
Units Purchased                                         113,488.25                        421.90                       8,863.66
Units Withdrawn                                         (18,300.00)                        (0.06)                         (1.12)
Units Transferred Between Funds                          32,824.93                          0.00                         275.29
Units Transferred From (To) AIG Life                     79,475.25                          0.00                       1,730.55

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                 207,488.43                        421.84                      10,868.38
Units, at Beginning of the Year                         212,388.21                          0.00                           0.00

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                               419,876.64                        421.84                      10,868.38

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             15.95           $             15.93           $              10.91

                                                 ==================            ==================            ===================

</TABLE>
<TABLE>



                                                     Hotchkis
                                                         &                                                        Merrill
                                                       Wiley                        Mercury                        Lynch
                                                        Low                          U.S.                          Basic
                                                     Duration                        Large                         Value
                                                        VIP                           Cap                          Focus
                                               1     Portfolio               1       Fund                  1        Fund
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                       <C>                           <C>                          <C>
Units Purchased                                           8,768.49                      5,984.60                     120,375.10
Units Withdrawn                                            (224.40)                        (0.04)                    (18,974.12)
Units Transferred Between Funds                               0.00                          0.00                       5,608.55
Units Transferred From (To) AIG Life                          0.00                        231.86                      62,048.30

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                   8,544.09                      6,216.42                     169,057.83
Units, at Beginning of the Year                               0.00                          0.00                     330,863.59

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                                 8,544.09                      6,216.42                     499,921.42

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             10.07           $             11.98           $              12.72

                                                 ==================            ==================            ===================

</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are funds with ADB only.
Footnote 3 are the Profile funds.
Footnote 4 are funds with 12B-1 fees only.
Footnote 5 are funds with 12B-1 fees and ADB.
<PAGE>
<TABLE>



                                                      Merrill                                                     Merrill
                                                       Lynch                        Merrill                        Lynch
                                                       Basic                         Lynch                       Developing
                                                       Value                        Capital                       Capital
                                                       Focus                         Focus                        Markets
                                               2       Fund                  1       Fund                  1        Fund
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                      <C>                              <C>                          <C>
Units Purchased                                          10,329.93                        793.26                       1,139.43
Units Withdrawn                                          (7,995.95)                         0.00                         (13.81)
Units Transferred Between Funds                           1,940.22                          0.00                       1,523.09
Units Transferred From (To) AIG Life                          0.00                          0.00                         481.71

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                   4,274.20                        793.26                       3,130.42
Units, at Beginning of the Year                          63,119.52                          0.00                       5,974.92

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                                67,393.72                        793.26                       9,105.34

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             12.70           $              9.78           $              11.14

                                                 ==================            ==================            ===================

</TABLE>
<TABLE>



                                                      Merrill                       Merrill                       Merrill
                                                       Lynch                         Lynch                         Lynch
                                                    Developing                     Domestic                       Domestic
                                                      Capital                        Money                         Money
                                                      Markets                       Market                         Market
                                               2       Fund                  1       Fund                  2        Fund
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                          <C>                       <C>                               <C>
Units Purchased                                              72.52                     75,260.82                         942.32
Units Withdrawn                                              24.17                     (5,410.87)                     (5,239.82)
Units Transferred Between Funds                            (561.83)                  (213,611.85)                    (46,955.68)
Units Transferred From (To) AIG Life                        216.78                    (34,785.32)                          0.00

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                    (248.36)                  (178,547.22)                    (51,253.18)
Units, at Beginning of the Year                           3,505.11                    285,074.87                      63,493.54

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                                 3,256.75                    106,527.65                      12,240.36

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             11.12           $             10.79           $              10.77

                                                 ==================            ==================            ===================

</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are funds with ADB only.
Footnote 3 are the Profile funds.
Footnote 4 are funds with 12B-1 fees only.
Footnote 5 are funds with 12B-1 fees and ADB.
<PAGE>
<TABLE>



                                                      Merrill                       Merrill                       Merrill
                                                       Lynch                         Lynch                         Lynch
                                                      Global                        Global                         Global
                                                      Growth                       Strategy                       Strategy
                                                       Focus                         Focus                         Focus
                                               1       Fund                  1       Fund                  2        Fund
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                      <C>                           <C>                                 <C>
Units Purchased                                          19,418.96                     48,107.82                           0.00
Units Withdrawn                                              (1.19)                      (539.18)                        (18.27)
Units Transferred Between Funds                             (41.13)                      (432.73)                        402.40
Units Transferred From (To) AIG Life                        280.35                      1,117.97                           0.00

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                  19,656.99                     48,253.88                         384.13
Units, at Beginning of the Year                               0.00                     20,304.87                       7,673.26

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                                19,656.99                     68,558.75                       8,057.39

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             12.99           $             12.84           $              12.82

                                                 ==================            ==================            ===================

</TABLE>
<TABLE>



                                                      Merrill                       Merrill                       Merrill
                                                       Lynch                         Lynch                         Lynch
                                                      Global                        Global                          High
                                                      Utility                       Utility                       Current
                                                       Focus                         Focus                         Income
                                               1       Fund                  2       Fund                  1        Fund
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                       <C>                             <C>                         <C>
Units Purchased                                           9,799.76                        805.40                      14,692.38
Units Withdrawn                                            (181.32)                        (1.27)                       (698.88)
Units Transferred Between Funds                          (2,980.78)                         1.27                      (1,580.88)
Units Transferred From (To) AIG Life                     25,680.09                        221.23                       9,906.59

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                  32,317.75                      1,026.63                      22,319.21
Units, at Beginning of the Year                          34,377.79                        154.88                      51,178.92

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                                66,695.54                      1,181.51                      73,498.13

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             15.33           $             15.31           $               9.88

                                                 ==================            ==================            ===================

</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are funds with ADB only.
Footnote 3 are the Profile funds.
Footnote 4 are funds with 12B-1 fees only.
Footnote 5 are funds with 12B-1 fees and ADB.
<PAGE>
<TABLE>



                                                      Merrill                       Merrill                       Merrill
                                                       Lynch                         Lynch                         Lynch
                                                       High                      International                 International
                                                      Current                       Equity                         Equity
                                                      Income                         Focus                         Focus
                                               2       Fund                  1       Fund                  2        Fund
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                           <C>                      <C>                               <C>
Units Purchased                                               0.00                     12,943.06                         654.72
Units Withdrawn                                              (2.32)                      (870.16)                        (19.58)
Units Transferred Between Funds                           2,202.75                      3,780.05                       1,713.84
Units Transferred From (To) AIG Life                          0.00                     10,761.39                           0.00

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                   2,200.43                     26,614.34                       2,348.98
Units, at Beginning of the Year                             864.78                     54,568.65                      10,875.79

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                                 3,065.21                     81,182.99                      13,224.77

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $              9.87           $             13.83           $              13.82

                                                 ==================            ==================            ===================

</TABLE>
<TABLE>



                                                      Merrill                       Merrill
                                                       Lynch                         Lynch                        Merrill
                                                      Natural                       Natural                        Lynch
                                                     Resources                     Resources                       Prime
                                                       Focus                         Focus                          Bond
                                               1       Fund                  2       Fund                  1        Fund
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                           <C>                         <C>                         <C>
Units Purchased                                               0.00                        199.95                      24,658.81
Units Withdrawn                                              (8.72)                        (2.76)                       (131.75)
Units Transferred Between Funds                          (1,910.14)                         0.00                     (11,141.27)
Units Transferred From (To) AIG Life                      4,593.25                          0.00                       3,949.06

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                   2,674.39                        197.19                      17,334.85
Units, at Beginning of the Year                           2,239.82                      1,623.44                      38,142.29

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                                 4,914.21                      1,820.63                      55,477.14

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $              9.43           $              9.42           $              10.28

                                                 ==================            ==================            ===================

</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are funds with ADB only.
Footnote 3 are the Profile funds.
Footnote 4 are funds with 12B-1 fees only.
Footnote 5 are funds with 12B-1 fees and ADB.
<PAGE>
<TABLE>



                                                      Merrill                       Merrill                       Merrill
                                                       Lynch                         Lynch                         Lynch
                                                       Prime                        Quality                       Quality
                                                       Bond                         Equity                         Equity
                                               2       Fund                  1       Fund                  2        Fund
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                         <C>                        <C>                             <C>
Units Purchased                                             953.89                     39,043.48                       1,809.42
Units Withdrawn                                              (3.92)                    (1,100.41)                     (5,201.40)
Units Transferred Between Funds                           1,766.54                     11,859.34                       3,894.65
Units Transferred From (To) AIG Life                          0.00                      7,732.41                           0.00

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                   2,716.51                     57,534.82                         502.67
Units, at Beginning of the Year                           2,132.92                     60,761.56                       7,039.45

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                                 4,849.43                    118,296.38                       7,542.12

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             10.27           $             14.97           $              14.95

                                                 ==================            ==================            ===================

</TABLE>
<TABLE>



                                                      Merrill                       Merrill
                                                       Lynch                         Lynch
                                                      Special                       Special                       Mitchell
                                                       Value                         Value                        Hutchins
                                                       Focus                         Focus                        Balanced
                                               1       Fund                  2       Fund                  1     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                      <C>                            <C>                           <C>
Units Purchased                                          48,256.15                      1,585.58                      30,290.22
Units Withdrawn                                            (404.65)                       (44.85)                       (773.45)
Units Transferred Between Funds                          (9,839.46)                       (99.13)                     (5,786.44)
Units Transferred From (To) AIG Life                      5,126.34                        281.54                      32,003.38

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                  43,138.38                      1,723.14                      55,733.71
Units, at Beginning of the Year                          48,096.41                     18,595.52                      37,630.79

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                                91,234.79                     20,318.66                      93,364.50

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             11.55           $             11.53           $              13.21

                                                 ==================            ==================            ===================

</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are funds with ADB only.
Footnote 3 are the Profile funds.
Footnote 4 are funds with 12B-1 fees only.
Footnote 5 are funds with 12B-1 fees and ADB.
<PAGE>
<TABLE>



                                                                                   Mitchell                       Mitchell
                                                     Mitchell                      Hutchins                       Hutchins
                                                     Hutchins                       Global                         Global
                                                     Balanced                       Income                         Income
                                               2     Portfolio               1     Portfolio               2     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                         <C>                        <C>                                 <C>
Units Purchased                                             375.19                     19,608.42                           0.00
Units Withdrawn                                             728.22                       (102.98)                         28.23
Units Transferred Between Funds                            (775.90)                    (1,518.49)                      4,741.96
Units Transferred From (To) AIG Life                      5,921.11                     10,139.67                         439.34

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                   6,248.62                     28,126.62                       5,209.53
Units, at Beginning of the Year                           7,440.58                      2,160.65                         585.68

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                                13,689.20                     30,287.27                       5,795.21

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             13.20           $             11.07           $              11.06

                                                 ==================            ==================            ===================

</TABLE>
<TABLE>



                                                                                                                  Mitchell
                                                                                                                  Hutchins
                                                     Mitchell                      Mitchell                        Growth
                                                     Hutchins                      Hutchins                          &
                                                      Growth                        Growth                         Income
                                               1     Portfolio               2     Portfolio               1     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                      <C>                            <C>                          <C>
Units Purchased                                          26,120.53                      4,077.65                     193,436.66
Units Withdrawn                                          (1,460.38)                       (44.70)                     (7,281.33)
Units Transferred Between Funds                             941.89                     (2,588.80)                      6,137.99
Units Transferred From (To) AIG Life                     48,961.38                        892.37                     101,843.32

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                  74,563.42                      2,336.52                     294,136.64
Units, at Beginning of the Year                           7,922.55                      1,744.37                      77,909.27

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                                82,485.97                      4,080.89                     372,045.91

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             26.58           $             26.56           $              17.23

                                                 ==================            ==================            ===================

</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are funds with ADB only.
Footnote 3 are the Profile funds.
Footnote 4 are funds with 12B-1 fees only.
Footnote 5 are funds with 12B-1 fees and ADB.
<PAGE>
<TABLE>



                                                     Mitchell
                                                     Hutchins                      Mitchell                       Mitchell
                                                      Growth                       Hutchins                       Hutchins
                                                         &                           High                           High
                                                      Income                        Income                         Income
                                               2     Portfolio               1     Portfolio               2     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                       <C>                          <C>                             <C>
Units Purchased                                           6,233.75                     89,686.68                       4,037.48
Units Withdrawn                                              58.59                       (877.90)                        (26.79)
Units Transferred Between Funds                          (4,142.69)                   (51,317.06)                      5,555.16
Units Transferred From (To) AIG Life                        711.31                     12,870.76                       1,666.33

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                   2,860.96                     50,362.48                      11,232.18
Units, at Beginning of the Year                          25,064.48                     45,621.25                       3,012.26

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                                27,925.44                     95,983.73                      14,244.44

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             17.22           $             13.06           $              13.05

                                                 ==================            ==================            ===================

</TABLE>
<TABLE>



                                                     Mitchell                      Mitchell                       Mitchell
                                                     Hutchins                      Hutchins                       Hutchins
                                                       Small                         Small                       Strategic
                                                        Cap                           Cap                          Income
                                               1     Portfolio               2     Portfolio               1     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                      <C>                            <C>                           <C>
Units Purchased                                          11,580.55                      4,409.53                      29,597.68
Units Withdrawn                                          (2,156.16)                        (9.66)                     (1,894.18)
Units Transferred Between Funds                          (1,310.51)                    (2,452.48)                        876.05
Units Transferred From (To) AIG Life                      4,814.60                        405.09                      28,828.99

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                  12,928.48                      2,352.48                      57,408.54
Units, at Beginning of the Year                          19,246.77                      3,346.26                      11,783.30

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                                32,175.25                      5,698.74                      69,191.84

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             16.29           $             16.28           $              12.34

                                                 ==================            ==================            ===================
</TABLE>


Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are funds with ADB only.
Footnote 3 are the Profile funds.
Footnote 4 are funds with 12B-1 fees only.
Footnote 5 are funds with 12B-1 fees and ADB.
<PAGE>>
<TABLE>



                                                     Mitchell                      Mitchell                       Mitchell
                                                     Hutchins                      Hutchins                       Hutchins
                                                     Strategic                     Tactical                       Tactical
                                                      Income                      Allocation                     Allocation
                                               2     Portfolio               1     Portfolio               2     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                       <C>                         <C>                            <C>
Units Purchased                                           1,136.83                    880,590.57                     184,315.87
Units Withdrawn                                             (11.14)                   (32,491.28)                     (4,717.53)
Units Transferred Between Funds                           4,109.21                    (23,468.85)                     12,265.34
Units Transferred From (To) AIG Life                      1,500.22                    337,264.76                      39,166.67

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                   6,735.12                  1,161,895.20                     231,030.35
Units, at Beginning of the Year                           1,932.23                    625,337.73                      65,283.41

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                                 8,667.35                  1,787,232.93                     296,313.76

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $             12.33           $             17.44           $              17.43

                                                 ==================            ==================            ===================
</TABLE>
<TABLE>




                                                      Van Eck                       Van Eck                         WP&G
                                                     Worldwide                     Worldwide                      Tomorrow
                                                       Hard                        Emerging                        Short
                                                      Assets                        Markets                         Term
                                               3       Fund                  3       Fund                  3     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------            -------------------
<S>                                                          <C>                        <C>                                <C>
Units Purchased                                              55.46                      2,460.62                           0.00
Units Withdrawn                                          (4,938.79)                      (942.27)                    (12,510.12)
Units Transferred Between Funds                          16,238.40                     16,066.97                       1,269.76
Units Transferred From (To) AIG Life                       (638.80)                     3,288.37                           0.00

                                                 ------------------            ------------------            -------------------
Net Increase (Decrease)                                  10,716.27                     20,873.69                     (11,240.36)
Units, at Beginning of the Year                          19,667.21                      3,152.89                      41,030.86

                                                 ------------------            ------------------            -------------------
Units, at End of the Year                                30,383.48                     24,026.58                      29,790.50

                                                 ==================            ==================            ===================

Unit Value at December 31, 1999                $              8.01           $             11.90           $              14.12

                                                 ==================            ==================            ===================


</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are funds with ADB only.
Footnote 3 are the Profile funds.
Footnote 4 are funds with 12B-1 fees only.
Footnote 5 are funds with 12B-1 fees and ADB.
<PAGE>
<TABLE>


                                                       WP&G                          WP&G
                                                     Tomorrow                      Tomorrow
                                                      Medium                         Long
                                                       Term                          Term
                                               3     Portfolio               3     Portfolio
                   VARIABLE ANNUITY
                                                 ------------------            ------------------
<S>                                                         <C>                           <C>
Units Purchased                                             240.45                        234.17
Units Withdrawn                                          (3,853.05)                    (6,324.36)
Units Transferred Between Funds                          (2,502.19)                      (499.55)
Units Transferred From (To) AIG Life                          0.00                          0.00

                                                 ------------------            ------------------
Net Increase (Decrease)                                  (6,114.79)                    (6,589.74)
Units, at Beginning of the Year                          35,243.27                     34,913.15

                                                 ------------------            ------------------
Units, at End of the Year                                29,128.48                     28,323.41

                                                 ==================            ==================

Unit Value at December 31, 1999                $             14.90           $             16.89

                                                 ==================            ==================


</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are funds with ADB only.
Footnote 3 are the Profile funds.
Footnote 4 are funds with 12B-1 fees only.
Footnote 5 are funds with 12B-1 fees and ADB.
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT I

                   NOTES TO FINANCIAL STATEMENTS (continued)


7. Net Increase (Decrease) in Annuity Units

For the year ended  December  31,  1999,  transactions  in annuity  units of the
account were as follows:
<TABLE>

                                                 AIM                 Alliance            Alliance
                                               Capital                Money              Premier
                                              Appreciation           Market               Growth
                                             2   Fund            1  Portfolio         1  Portfolio
             VARIABLE ANNUITY
                                              --------------      ---------------     ----------------
<S>                                                    <C>             <C>                   <C>
Units Purchased                                        0.00            85,374.17             1,288.79
Units Withdrawn                                      (33.59)                0.00                 0.00
Units Transferred Between Funds                        0.00                 0.00                 0.00
Units Transferred From (To) AIG Life                   0.00                 0.00                 0.00

                                              --------------      ---------------     ----------------
Net Increase (Decrease)                              (33.59)           85,374.17             1,288.79
Units, at Beginning of the Year                    2,408.74             1,695.38            12,760.01

                                              --------------      ---------------     ----------------
Units, at End of the Year                          2,375.15            87,069.55            14,048.80

                                              ==============      ===============     ================

Unit Value at December 31, 1999             $         14.87     $          10.69    $           38.92

                                              ==============      ===============     ================
</TABLE>
<TABLE>


                                                  Alliance             Alliance
                                                   Growth               Growth
                                                      &                   &                Alliance
                                                   Income               Income           International
                                              1   Portfolio       2   Portfolio       1    Portfolio
             VARIABLE ANNUITY
                                                --------------      ---------------     ----------------
<S>                                               <C>                    <C>                    <C>
Units Purchased                                      6,686.93               439.86                 0.00
Units Withdrawn                                          0.00                 0.00            (3,140.66)
Units Transferred Between Funds                          0.00                 0.00                 0.00
Units Transferred From (To) AIG Life                     0.00                 0.00                 0.00

                                                --------------      ---------------     ----------------
Net Increase (Decrease)                              6,686.93               439.86            (3,140.66)
Units, at Beginning of the Year                      8,895.36             1,541.11             7,925.30

                                                --------------      ---------------     ----------------
Units, at End of the Year                           15,582.29             1,980.97             4,784.64

                                                ==============      ===============     ================

Unit Value at December 31, 1999               $         27.97     $          18.17    $           16.95

                                                ==============      ===============     ================
</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are the Profile funds.
<PAGE>

<TABLE>


                                                                          Alliance
                                                                            U.S.
                                                                         Government/           Alliance
                                                     Alliance               High               Global
                                                      Global               Grade               Dollar
                                                       Bond              Securities          Government
                                                 1   Portfolio       1   Portfolio       1    Portfolio
             VARIABLE ANNUITY
                                                  --------------      ---------------     ----------------
<S>                                                        <C>                  <C>                  <C>
Units Purchased                                             0.00                 0.00                 0.00
Units Withdrawn                                          (302.54)          (32,964.16)              (66.73)
Units Transferred Between Funds                             0.00                 0.00                 0.00
Units Transferred From (To) AIG Life                        0.00                 0.00                 0.00

                                                   --------------      ---------------     ----------------
Net Increase (Decrease)                                  (302.54)          (32,964.16)              (66.73)
Units, at Beginning of the Year                         1,676.48            43,492.09               710.44

                                                   --------------      ---------------     ----------------
Units, at End of the Year                               1,373.94            10,527.93               643.71

                                                   ==============      ===============     ================

Unit Value at December 31, 1999                  $         12.05     $          10.84    $           13.73

                                                   ==============      ===============     ================
</TABLE>
<TABLE>


                                                     Alliance
                                                       North
                                                     American             Alliance            Alliance
                                                     Government           Utility           Conservative
                                                      Income               Income             Investors
                                                 1   Portfolio       1   Portfolio       1    Portfolio
             VARIABLE ANNUITY
                                                   --------------      ---------------     ----------------
<S>                                                  <C>                      <C>                  <C>
Units Purchased                                         1,005.17                 0.00                 0.00
Units Withdrawn                                             0.00            (1,410.95)             (176.07)
Units Transferred Between Funds                             0.00                 0.00                 0.00
Units Transferred From (To) AIG Life                        0.00                 0.00                 0.00

                                                   --------------      ---------------     ----------------
Net Increase (Decrease)                                 1,005.17            (1,410.95)             (176.07)
Units, at Beginning of the Year                           889.24             1,410.95             1,117.25

                                                   --------------      ---------------     ----------------
Units, at End of the Year                               1,894.41                 0.00               941.18

                                                   ==============      ===============     ================

Unit Value at December 31, 1999                  $         12.92     $          19.73    $           13.33

                                                   ==============      ===============     ================
</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are the Profile funds.
<PAGE>
<TABLE>


                                                     Alliance                                 Alliance
                                                      Growth              Alliance              Total
                                                     Investors             Growth              Return
                                                 1   Portfolio       1   Portfolio       1    Portfolio
            VARIABLE ANNUITY
                                                   --------------      ---------------     ----------------
<S>                                                         <C>                <C>                  <C>
Units Purchased                                             0.00               398.93               649.44
Units Withdrawn                                          (304.54)                0.00                 0.00
Units Transferred Between Funds                             0.00                 0.00                 0.00
Units Transferred From (To) AIG Life                        0.00                 0.00                 0.00

                                                   --------------      ---------------     ----------------
Net Increase (Decrease)                                  (304.54)              398.93               649.44
Units, at Beginning of the Year                         1,936.93             3,933.09             4,918.82

                                                   --------------      ---------------     ----------------
Units, at End of the Year                               1,632.39             4,332.02             5,568.26

                                                   ==============      ===============     ================

Unit Value at December 31, 1999                  $         17.55     $          33.62    $           17.03

                                                   ==============      ===============     ================
</TABLE>
<TABLE>


                                                     Alliance
                                                     Worldwide            Alliance            Alliance
                                                    Privatization       Technology            Quasar
                                                 1   Portfolio       1   Portfolio       1    Portfolio
            VARIABLE ANNUITY
                                                   --------------      ---------------     ----------------
<S>                                                         <C>              <C>                      <C>
Units Purchased                                             0.00             3,000.65                 0.00
Units Withdrawn                                        (2,221.15)                0.00            (1,356.88)
Units Transferred Between Funds                             0.00                 0.00                 0.00
Units Transferred From (To) AIG Life                        0.00                 0.00                 0.00

                                                   --------------      ---------------     ----------------
Net Increase (Decrease)                                (2,221.15)            3,000.65            (1,356.88)
Units, at Beginning of the Year                         7,169.23             6,383.71            11,622.90

                                                   --------------      ---------------     ----------------
Units, at End of the Year                               4,948.08             9,384.36            10,266.02

                                                   ==============      ===============     ================

Unit Value at December 31, 1999                  $         21.12     $          28.17    $           11.84

                                                   ==============      ===============     ================
</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are the Profile funds.
<PAGE>
<TABLE>


                                                     Alliance
                                                       Real               Alliance             Dreyfus
                                                       Estate               High                Stock
                                                    Investment             Yield                Index
                                                 1   Portfolio       1   Portfolio       2      Fund
            VARIABLE ANNUITY
                                                   --------------      ---------------     ----------------
<S>                                                     <C>                      <C>                <C>
Units Purchased                                         2,889.31                 0.00               407.47
Units Withdrawn                                             0.00            (8,192.61)                0.00
Units Transferred Between Funds                             0.00                 0.00                 0.00
Units Transferred From (To) AIG Life                        0.00                 0.00                 0.00

                                                   --------------      ---------------     ----------------
Net Increase (Decrease)                                 2,889.31            (8,192.61)              407.47
Units, at Beginning of the Year                         3,928.68            24,825.97             1,489.93

                                                   --------------      ---------------     ----------------
Units, at End of the Year                               6,817.99            16,633.36             1,897.40

                                                   ==============      ===============     ================

Unit Value at December 31, 1999                  $          8.00     $           9.09    $           21.33

                                                   ==============      ===============     ================
</TABLE>
<TABLE>


                                                     Fidelity
                                                    Investment
                                                       Grade              Fidelity
                                                       Bond              Contrafund
                                                 2   Portfolio       2   Portfolio
            VARIABLE ANNUITY
                                                   --------------      ---------------
<S>                                                         <C>                  <C>
Units Purchased                                             0.00                 0.00
Units Withdrawn                                           (31.55)              (34.36)
Units Transferred Between Funds                             0.00                 0.00
Units Transferred From (To) AIG Life                        0.00                 0.00

                                                   --------------      ---------------
Net Increase (Decrease)                                   (31.55)              (34.36)
Units, at Beginning of the Year                         2,299.56             2,287.75

                                                   --------------      ---------------
Units, at End of the Year                               2,268.01             2,253.39

                                                   ==============      ===============

Unit Value at December 31, 1999                  $         10.89     $          14.70

                                                   ==============      ===============

</TABLE>
Footnote 1 are the Alliance Gallery, Ovation,
     Trilogy and Paradigm funds.
Footnote 2 are the Profile funds.
<PAGE>


                                     PART C
                                OTHER INFORMATION

Item 24.      Financial Statements and Exhibits.

(a)      Financial Statements

(b)      Exhibits

     (1)  Certificate of Resolution for AIG Life Insurance Company dated June 5,
          1986,  authorizing the issuance and sale of variable and fixed annuity
          contracts*

     (2)  N/A

     (3)(a) Principal Underwriter's Agreement between AIG Life Insurance Company
          and American International Fund Distributors dated August 1, 1988*

     (b)  Broker/Dealer   Agreement  between  AIG  Life  Insurance  Company  and
          American International Fund Distributors dated August 1, 1988*

     (c)  Selling  Agreement  between  AIG  Life  Insurance  Company,   American
          International Life Assurance Company of New York, and AIG Equity Sales
          Corporation dated October 1998*

     (d)  Distribution  Agreement between AIG Life Insurance  Company,  American
          International  Life  Assurance  Company of New York, and Alliance Fund
          Distributors dated June 11, 1991*

     (e)  Buy Sell  Agreement  between AIG Life  Insurance  Company and Alliance
          Variable  Products Series Fund and Alliance Capital  Management,  L.P.
          dated June 11, 1991*

     (4)(a) Form of Individual  Variable  Annuity Single Purchase Payment Policy
          (45648  -  4/87)*

     (b)  Form of Individual Variable Annuity Policy (11VAN0896)*

     (c)  Form of Group Variable Annuity Policy (11VAN0896GP)*


     (d)  Form of Variable Annuity Certificate of Coverage (16VAN0896)*

     (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)  By-Laws of AIG Life Insurance Company (filed electronically herewith).

     (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 Stephen M. White ****

          (d) Power of Attorney of Michele L. Abruzzo *****

          (e)  Power of Attorney of Robinson K. Nottingham *****

          (f)  Power of Attorney of Edmund Sze-Wing Tse *****

          (g)  Power of Attorney of Elizabeth M. Tuck ******

          (h)  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 Post-Effective Amendment No. 1 to
     the  Registration  Statement  on Form S-6  (File  No.  333-71753)  filed on
     November 5, 2000.

*****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  Registration Statement 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.

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.

(c)                   Net
       Name of        Underwriting    Compensation
       Principal      Discounts and   on             Brokerage
       Underwriter    Commission      Redemption     Commissions    Compensation

       AIG Equity           $0            $0             $0             $0
       Sales Corp.

Item 30.  Location of Accounts and Records.

Kenneth F.  Judkowitz,  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  certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement and has caused this
Registration  Statement to be signed on its behalf,  in the City of  Wilmington,
and State of Delaware on this 28th day of April, 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            April 28, 2000
- -------------------              President, Director
Michele L. Abruzzo

Paul S. Bell*                    Chief Actuary, Senior            April 28, 2000
- -------------                    Vice President, Director
Paul S. Bell

M.R. Greenberg*                  Director                         April 28, 2000
- ---------------
M.R. Greenberg

Edward. E. Matthews*             Senior Vice President,           April 28, 2000
- --------------------             Director
Edward E. Matthews

Jerome T. Muldowney*             Senior Vice President,           April 28, 2000
- -------------------              Director
Jerome T. Muldowney

Robinson Kendall Nottingham*     Chairman of the Board            April 28, 2000
- ----------------------------     of Directors, Director
Robinson Kendall Nottingham

John Oehmke*                     Vice President, Chief Financial  April 28, 2000
- ------------                     Officer
John Oehmke

Nicholas A. O'Kulich*            Vice Chairman, Treasurer,        April 28, 2000
- ---------------------            Director
Nicholas A. O'Kulich

Howard I. Smith*                 Director                         April 28, 2000
- ----------------
Howard I. Smith

Edmund Sze-Wing Tse*             Director                         April 28, 2000
- --------------------
Edmund Sze-Wing Tse

Elizabeth M. Tuck*               Secretary                        April 28, 2000
- ------------------
Elizabeth M. Tuck

Gerald W. Wyndorf*               Director, Chief                  April 28, 2000
- ------------------               Executive Officer,
Gerald W. Wyndorf                President

*By: /s/ Kenneth D. Walma

         ----------------------
         Kenneth D. Walma,
         Attorney in Fact




<PAGE>


                                INDEX TO EXHIBITS

Exhibit

(6)(d)   By-Laws of AIG Life Insurance Company

(9)      Opinion of Counsel

(10)(i)  Consent of Counsel

(10)(ii) Consent of Independent Accountants




                                     BYLAWS

                                       OF

                           AIG LIFE INSURANCE COMPANY,
                             a Delaware corporation.


                                    ARTICLE I

                                  STOCKHOLDERS

     1. CERTIFICATES  REPRESENTING STOCK. Certificates representing stock in the
corporation  shall be  signed  by,  or in the name of,  the  corporation  by the
Chairperson  or  Vice-Chairperson  of the Board of Directors,  if any, or by the
President or a Vice-President and by the Treasurer or an Assistant  Treasurer or
the  Secretary or an  Assistant  Secretary  of the  corporation.  Any or all the
signatures  on any such  certificate  may be a  facsimile.  In case any officer,
transfer  agent,  or registrar who has signed or whose  facsimile  signature has
been placed upon a certificate  shall have ceased to be such  officer,  transfer
agent, or registrar before such  certificate is issued,  it may be issued by the
corporation  with the same effect as if such person were such officer,  transfer
agent, or registrar at the date of issue.

     Whenever the  corporation  shall be authorized to issue more than one class
of stock or more  than one  series  of any  class of  stock,  and  whenever  the
corporation  shall  issue any  shares of its stock as  partly  paid  stock,  the
certificates  representing  shares  of any such  class or  series or of any such
partly  paid stock  shall set forth  thereon the  statements  prescribed  by the
General  Corporation  Law. Any  restrictions  on the transfer or registration of
transfer  of any  shares  of  stock  of any  class  or  series  shall  be  noted
conspicuously on the certificate representing such shares.

     The  corporation  may issue a new  certificate  of stock or  uncertificated
shares in place of any  certificate  theretofore  issued by it,  alleged to have
been lost,  stolen,  or  destroyed,  and the Board of Directors  may require the
owner of the lost,  stolen,  or destroyed  certificate,  or such  owner's  legal
representative,  to give the  corporation  a bond  sufficient  to indemnify  the
corporation  against  any claim  that may be made  against  it on account of the
alleged loss,  theft, or destruction of any such  certificate or the issuance of
any such new certificate or uncertificated shares.

     2. UNCERTIFICATED  SHARES. Subject to any conditions imposed by the General
Corporation  Law,  the Board of  Directors  of the  corporation  may  provide by
resolution  or  resolutions  that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a reasonable
time  after  the  issuance  or  transfer  of  any  uncertificated   shares,  the
corporation  shall send to the  registered  owner  thereof  any  written  notice
prescribed by the General Corporation Law.

     Upon  request  every holder of  uncertificated  shares shall be entitled to
have  a  certificate  signed  by,  or in the  name  of  the  corporation  by the
Chairperson or Vice-Chairperson  of the Board of Directors,  or the President or
Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of such corporation  representing the number of shares
registered in certificate form.

     3. FRACTIONAL  SHARE  INTERESTS.  The corporation  shall not be required to
issue  fractions of a share.  If the  corporation  does not issue fractions of a
share,  it shall pay in cash the fair value of fractions  of a share,  as of the
time when those entitled to receive such fractions are determined

     4.  STOCK  TRANSFERS.  Upon  compliance  with  provisions  restricting  the
transfer or registration  of transfer of shares of stock,  if any,  transfers or
registration  of transfers of shares of stock of the  corporation  shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by the registered  holder's attorney  thereunto  authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent  or a  registrar,  if any,  and,  in the  case of  shares  represented  by
certificates, on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment of all taxes due thereon.

     5.  RECORD  DATE FOR  STOCKHOLDERS.  In  order  that  the  corporation  may
determine  the  stockholders  entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date,  which  record date shall not  precede the date upon which the  resolution
fixing the record date is adopted by the Board of  Directors,  and which  record
date shall not be more than sixty nor less than ten days before the date of such
meeting.  If no record date is fixed by the Board of Directors,  the record date
for  determining  stockholders  entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given,  or, if notice is waived,  at the close of business on
the day next preceding the day on which the meeting is held. A determination  of
stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.
In order that the corporation may determine the stockholders entitled to consent
to corporate action in writing without a meeting, the Board of Directors may fix
a record  date,  which  record  date shall not  precede  the date upon which the
resolution  fixing the record  date is  adopted by the Board of  Directors,  and
which  date  shall  not be more  than ten days  after  the date  upon  which the
resolution  fixing the record date is adopted by the Board of  Directors.  If no
record  date has been  fixed by the  Board of  Directors,  the  record  date for
determining the stockholders  entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
the General  Corporation  Law, shall be the first date on which a signed written
consent  setting  forth the action taken or proposed to be taken is delivered to
the  corporation by delivery to its registered  office in the State of Delaware,
its  principal  place of  business,  or an officer  or agent of the  corporation
having custody of the book in which  proceedings of meetings of stockholders are
recorded.  Delivery made to the corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.  If no record date
has been  fixed by the  Board of  Directors  and  prior  action  by the Board of
Directors  is  required  by the  General  Corporation  Law,  the record date for
determining  stockholders  entitled  to consent to  corporate  action in writing
without a  meeting  shall be at the  close of  business  on the day on which the
Board of Directors adopts the resolution taking such prior action. In order that
the  corporation may determine the  stockholders  entitled to receive payment of
any  dividend  or  other   distribution  or  allotment  of  any  rights  or  the
stockholders  entitled  to  exercise  any  rights  in  respect  of  any  change,
conversion, or exchange of stock, or for the purpose of any other lawful action,
the Board of  Directors  may fix a record  date,  which  record  date  shall not
precede  the date upon which the  resolution  fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed,  the record date for determining  stockholders  for any
such purpose  shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

     6.  MEANING OF  CERTAIN  TERMS.  As used  herein in respect of the right to
notice of a meeting of  stockholders  or a waiver  thereof or to  participate or
vote  thereat or to  consent or dissent in writing in lieu of a meeting,  as the
case may be,  the term  "share"  or  "shares"  or "share of stock" or "shares of
stock" or  "stockholder"  or  "stockholders"  refers to an outstanding  share or
shares of stock and to a holder or  holders of record of  outstanding  shares of
stock when the  corporation  is  authorized to issue only one class of shares of
stock,  and said reference is also intended to include any outstanding  share or
shares of stock and any  holder or holders  of record of  outstanding  shares of
stock of any class  upon  which or upon whom the  certificate  of  incorporation
confers  such rights  where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding  that the certificate of incorporation may provide for more than
one class or series of  shares  of stock,  one or more of which are  limited  or
denied such rights thereunder;  provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized  number of shares of
stock of any class or series which is otherwise  denied  voting rights under the
provisions of the certificate of  incorporation,  except as any provision of law
may otherwise require.

     7. STOCKHOLDER MEETINGS.

     - TIME.  The annual  meeting  shall be held during the month of May in each
year on the date fixed  from time to time by the  directors.  A special  meeting
shall be held on the date and at the time fixed by the directors.

     - PLACE.  Annual meetings and special meetings shall be held at such place,
within or without the State of  Delaware,  as the  directors  may,  from time to
time,  fix.  Whenever the  directors  shall fail to fix such place,  the meeting
shall  be held at the  registered  office  of the  corporation  in the  State of
Delaware.

     - CALL. Annual meetings and special meetings may be called by the directors
or by any officer instructed by the directors to call the meeting.

     - NOTICE OR WAIVER  OF  NOTICE.  Written  notice of all  meetings  shall be
given,  stating the place,  date,  and hour of the meeting and stating the place
within  the  city or  other  municipality  or  community  at  which  the list of
stockholders of the corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other  business  which may properly come before the meeting,  and
shall (if any other  action  which could be taken at a special  meeting is to be
taken at such annual  meeting)  state the purpose or  purposes.  The notice of a
special  meeting shall in all instances  state the purpose or purposes for which
the  meeting is called.  The notice of any  meeting  shall also  include,  or be
accompanied by, any additional statements,  information, or documents prescribed
by the General  Corporation  Law.  Except as  otherwise  provided by the General
Corporation Law, a copy of the notice of any meeting shall be given,  personally
or by mail,  not less than ten days nor more than sixty days  before the date of
the meeting,  unless the lapse of the prescribed  period of time shall have been
waived, and directed to each stockholder at such stockholder's record address or
at such other address which such  stockholder  may have  furnished by request in
writing to the Secretary of the  corporation.  Notice by mail shall be deemed to
be given when  deposited,  with postage  thereon  prepaid,  in the United States
Mail.  If a meeting is  adjourned  to another  time,  not more than  thirty days
hence,  and/or to another place,  and if an  announcement  of the adjourned time
and/or place is made at the meeting, it shall not be necessary to give notice of
the adjourned meeting unless the directors, after adjournment,  fix a new record
date for the adjourned meeting.  Notice need not be given to any stockholder who
submits a written  waiver of notice signed by such  stockholder  before or after
the  time  stated  therein.   Attendance  of  a  stockholder  at  a  meeting  of
stockholders  shall  constitute a waiver of notice of such meeting,  except when
the stockholder attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully  called or convened.  Neither the business to be transacted  at,
nor the purpose of, any regular or special meeting of the  stockholders  need be
specified in any written waiver of notice.

     - STOCKHOLDER  LIST.  The officer who has charge of the stock ledger of the
corporation  shall  prepare and make,  at least ten days before every meeting of
stockholders,  a  complete  list  of the  stockholders  entitled  to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days  prior  to the  meeting,  either  at a place  within  the city or other
municipality or community where the meeting is to be held,  which place shall be
specified in the notice of the  meeting,  or if not so  specified,  at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and  place  of the  meeting  during  the  whole  time  thereof,  and may be
inspected by any stockholder who is present.  The stock ledger shall be the only
evidence as to who are the  stockholders  entitled to examine the stock  ledger,
the list required by this section or the books of the corporation, or to vote at
any meeting of stockholders.

     - CONDUCT OF MEETING.  Meetings of the stockholders  shall be presided over
by one of the  following  officers in the order of seniority  and if present and
acting - the  Chairperson  of the Board,  if any,  the  Vice-Chairperson  of the
Board, if any, the President, a Vice-President,  or, if none of the foregoing is
in  office  and  present  and  acting,  by a  chairperson  to be  chosen  by the
stockholders.  The Secretary of the corporation, or in such Secretary's absence,
an Assistant Secretary,  shall act as secretary of every meeting, but if neither
the  Secretary  nor an  Assistant  Secretary is present the  chairperson  of the
meeting shall appoint a secretary of the meeting.

     - PROXY  REPRESENTATION.  Every stockholder may authorize another person or
persons  to act  for  such  stockholder  by  proxy  in all  matters  in  which a
stockholder  is  entitled  to  participate,  whether  by  waiving  notice of any
meeting,  voting or participating at a meeting, or expressing consent or dissent
without a  meeting.  Every  proxy must be signed by the  stockholder  or by such
stockholder's  attorney-in-fact.  No proxy  shall be voted or acted  upon  after
three years from its date unless such proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and, if,
and only as long as, it is coupled with an interest sufficient in law to support
an irrevocable power. A proxy may be made irrevocable  regardless of whether the
interest  with  which it is  coupled is an  interest  in the stock  itself or an
interest in the corporation generally.

     - INSPECTORS.  The directors, in advance of any meeting, may, but need not,
appoint  one or  more  inspectors  of  election  to act  at the  meeting  or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more  inspectors.  In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by  appointment  made by the  directors  in advance of the
meeting or at the meeting by the person presiding  thereat.  Each inspector,  if
any, before  entering upon the discharge of duties of inspector,  shall take and
sign an oath  faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of such inspector's  ability.  The
inspectors,  if any, shall  determine the number of shares of stock  outstanding
and the voting power of each,  the shares of stock  represented  at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes,  ballots,  or consents,  hear and determine all  challenges and questions
arising in  connection  with the right to vote,  count and  tabulate  all votes,
ballots,  or consents,  determine the result,  and do such acts as are proper to
conduct the election or vote with  fairness to all  stockholders.  On request of
the person presiding at the meeting, the inspector or inspectors,  if any, shall
make a report in writing of any  challenge,  question,  or matter  determined by
such inspector or inspectors and execute a certificate of any fact found by such
inspector or  inspectors.  Except as may otherwise be required by subsection (e)
of Section 231 of the General  Corporation  Law, the  provisions of that Section
shall not apply to the corporation.

     - QUORUM.  The  holders of a majority  of the  outstanding  shares of stock
shall  constitute a quorum at a meeting of  stockholders  for the transaction of
any  business.  The  stockholders  present may  adjourn the meeting  despite the
absence of a quorum.

     - VOTING. Each share of stock shall entitle the holder thereof to one vote.
Directors  shall be elected by a plurality of the votes of the shares present in
person  or  represented  by proxy at the  meeting  and  entitled  to vote on the
election of directors. Any other action shall be authorized by a majority of the
votes cast  except  where the General  Corporation  Law  prescribes  a different
percentage of votes and/or a different  exercise of voting power,  and except as
may  be  otherwise   prescribed  by  the   provisions  of  the   certificate  of
incorporation and these Bylaws. In the election of directors,  and for any other
action, voting need not be by ballot.

     8.  STOCKHOLDER  ACTION  WITHOUT  MEETINGS.  Except as any provision of the
General  Corporation  Law may  otherwise  require,  any action  required  by the
General  Corporation  Law to be  taken  at any  annual  or  special  meeting  of
stockholders,  or any action which may be taken at any annual or special meeting
of  stockholders,  may be taken  without a  meeting,  without  prior  notice and
without a vote,  if a consent  in  writing,  setting  forth the action so taken,
shall be signed by the  holders of  outstanding  stock  having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares  entitled  to vote  thereon  were  present  and
voted.  Prompt notice of the taking of the corporate action without a meeting by
less than unanimous  written  consent shall be given to those  stockholders  who
have not consented in writing.  Action taken pursuant to this paragraph shall be
subject to the provisions of Section 228 of the General Corporation Law.

                                   ARTICLE II

                                    DIRECTORS

     1. FUNCTIONS AND  DEFINITION.  The business and affairs of the  corporation
shall be  managed by or under the  direction  of the Board of  Directors  of the
corporation.  The  Board  of  Directors  shall  have  the  authority  to fix the
compensation of the members thereof.  The use of the phrase "whole board" herein
refers to the total number of  directors,  which the  corporation  would have if
there were no vacancies.

     2.  QUALIFICATIONS  AND NUMBER.  A director  need not be a  stockholder,  a
citizen of the United States, or a resident of the State of Delaware. The number
of directors  constituting the whole board shall be at least one. Subject to the
foregoing  limitation,  such  number may be fixed from time to time by action of
the stockholders or of the directors, or, if the number is not fixed, the number
shall be not less than  three  (3) nor more  than  twenty  (20).  The  number of
directors may be increased or decreased by action of the  stockholders or of the
directors.

     3.  ELECTION  AND TERM.  The Board of  Directors  shall be  elected  by the
stockholders and shall hold office until the next annual meeting of stockholders
and until their  successors  are elected and  qualified  or until their  earlier
resignation  or  removal.  Any  director  may resign at any time with or without
written notice to the  corporation.  Except as the General  Corporation  Law may
otherwise require,  in the interim between annual meetings of stockholders or of
special meetings of stockholders called for the election of directors and/or for
the removal of one or more  directors and for the filling of any vacancy in that
connection,  newly  created  directorships  and any  vacancies  in the  Board of
Directors,  including unfilled vacancies resulting from the removal of directors
for cause or  without  cause,  may be filled  by the vote of a  majority  of the
remaining directors then in office,  although less than a quorum, or by the sole
remaining  director.  Directors who are elected in the interim to fill vacancies
and newly created directorships, shall hold office until the next annual meeting
of  stockholders  and until their  successors are elected and qualified or until
their earlier resignation or removal.

     4. MEETINGS. --------

     - TIME.  Meetings shall be held at such time as the Board shall fix, except
that the first  meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.

     - PLACE.  Meetings  shall be held at such place within or without the State
of Delaware as shall be fixed by the Board.

     - CALL. No call shall be required for regular meetings for
which the time and place have been fixed.  Special  meetings may be called by or
at the direction of the Chairperson of the Board,  if any, the  Vice-Chairperson
of the Board,  if any, of the  President,  or of a majority of the  directors in
office.

     - NOTICE OR ACTUAL OR CONSTRUCTIVE  WAIVER. No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral, or
any  other  mode of notice  of the time and  place  shall be given  for  special
meetings  in  sufficient  time  for the  convenient  assembly  of the  directors
thereat.  Notice  need  not be  given  to any  director  or to any  member  of a
committee of  directors  who submits a written  waiver of notice  signed by such
director or member  before or after the time stated  therein.  Attendance of any
such person at a meeting  shall  constitute a waiver of notice of such  meeting,
except when such person attends a meeting for the express  purpose of objecting,
at the beginning of the meeting,  to the transaction of any business because the
meeting  is  not  lawfully  called  or  convened.  Neither  the  business  to be
transacted  at,  nor the  purpose  of, any  regular  or  special  meeting of the
directors need be specified in any written waiver of notice.

     - QUORUM AND ACTION. A majority of the whole Board shall
constitute a quorum except when a vacancy or vacancies  prevents such  majority,
whereupon a majority  of the  directors  in office  shall  constitute  a quorum,
provided,  that such majority shall  constitute at least  one-third of the whole
Board. A majority of the directors present,  whether or not a quorum is present,
may  adjourn a meeting to another  time and  place.  Except as herein  otherwise
provided,  and except as otherwise provided by the General  Corporation Law, the
vote of the majority of the directors  present at a meeting at which a quorum is
present shall be the act of the Board. The quorum and voting  provisions  herein
stated shall not be construed as conflicting  with any provisions of the General
Corporation  Law and these Bylaws  which  govern a meeting of directors  held to
fill  vacancies  and  newly  created  directorships  in the  Board or  action of
disinterested directors.

     Any  member  or  members  of the  Board of  Directors  or of any  committee
designated by the Board,  may participate in a meeting of the Board, or any such
committee,  as the case may be,  by means of  conference  telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other.

     - CHAIRPERSON OF THE MEETING.  The  Chairperson of the Board, if any and if
present  and   acting,   shall   preside  at  all   meetings.   Otherwise,   the
Vice-Chairperson  of  the  Board,  if any  and if  present  and  acting,  or the
President,  if present and acting,  or any other  director  chosen by the Board,
shall preside.

     5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General
Corporation  Law, any director or the entire Board of Directors  may be removed,
with or without cause,  by the holders of a majority of the shares then entitled
to vote at an election of directors.

     6. COMMITTEES. The Board of Directors may designate one or more committees,
each  committee to consist of one or more of the  directors of the  corporation.
The Board may  designate  one or more  directors  as  alternate  members  of any
committee,  who may replace any absent or disqualified  member at any meeting of
the  committee.  In the  absence or  disqualification  of any member of any such
committee or committees,  the member or members  thereof  present at any meeting
and not  disqualified  from  voting,  whether  or not  such  member  or  members
constitute a quorum,  may  unanimously  appoint  another  member of the Board of
Directors to act at the meeting in the place of any such absent or  disqualified
member.  Any such  committee,  to the extent  provided in the  resolution of the
Board,  shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation  with
the exception of any power or authority the delegation of which is prohibited by
Section 141 of the General  Corporation  Law, and may  authorize the seal of the
corporation to be affixed to all papers which may require it.

     7.  WRITTEN  ACTION.  Any action  required or  permitted to be taken at any
meeting of the Board of Directors or any committee  thereof may be taken without
a meeting if all members of the Board or committee,  as the case may be, consent
thereto in writing,  and the  writing or writings  are filed with the minutes of
proceedings of the Board or committee.

                                   ARTICLE III

                                    OFFICERS

     The officers of the corporation shall consist of a President,  a Secretary,
a Treasurer,  and, if deemed necessary,  expedient, or desirable by the Board of
Directors,  a Chairperson  of the Board,  a  Vice-Chairperson  of the Board,  an
Executive  Vice-President,  one or  more  other  Vice-Presidents,  one  or  more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
with such titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors  choosing  such  officer,  no officer  other than the  Chairperson  or
Vice-Chairperson of the Board, if any, need be a director. Any number of offices
may be held by the same person, as the directors may determine.

     Unless  otherwise  provided in the resolution  choosing such officer,  each
officer shall be chosen for a term which shall continue until the meeting of the
Board of Directors  following the next annual meeting of stockholders  and until
such officer's successor shall have been chosen and qualified.

     All officers of the corporation  shall have such authority and perform such
duties in the management and operation of the corporation as shall be prescribed
in the  resolutions  of the Board of Directors  designating  and  choosing  such
officers  and  prescribing  their  authority  and  duties,  and shall  have such
additional  authority  and duties as are incident to their office  except to the
extent that such  resolutions may be inconsistent  therewith.  In the event that
the Board of Directors  shall elect more than one Secretary,  it shall designate
one of such Secretaries to be the Secretary of the Company, and the Secretary so
designated  shall record all of the  proceedings  of all meetings and actions in
writing of  stockholders,  directors,  and  committees of  directors,  and shall
exercise such  additional  authority and perform such  additional  duties as the
Board shall  assign to such  Secretary.  In the absence of the  Secretary of the
Company,  the Board of Directors  may designate  another  Secretary or Assistant
Secretary to act as Secretary of the Company in the interim.  Any officer may be
removed,  with or without cause,  by the Board of Directors.  Any vacancy in any
office may be filled by the Board of Directors.

                                   ARTICLE IV

                                 INDEMNIFICATION

     The corporation  shall,  to the fullest extent  permitted by Section 145 of
the Delaware General Corporation Law, indemnify any and all of its directors and
officers,  who shall serve as an officer or director of the  corporation  at the
request  of the  corporation,  from  and  against  any and all of the  expenses,
liabilities,  or other matters referred to in or covered by said section and the
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which those  indemnified  may be entitled under any other provision of
the bylaws,  the certificate of  incorporation,  any agreement,  any vote of the
stockholders or disinterested directors or otherwise, both as to action in their
official capacity while holding such office and as to action in another capacity
while holding such office,  and shall  continue as to a person who has ceased to
be a director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.

                                    ARTICLE V

                                 CORPORATE SEAL

     The corporate  seal shall be in such form, as the Board of Directors  shall
prescribe.

                                   ARTICLE VI

                                   FISCAL YEAR

     The fiscal year of the corporation  shall be fixed, and shall be subject to
change, by the Board of Directors.

                                   ARTICLE VII

                               CONTROL OVER BYLAWS

     Subject to the  provisions  of the  certificate  of  incorporation  and the
provisions of the General  Corporation Law, the power to amend, alter, or repeal
these  Bylaws and to adopt new Bylaws may be exercised by the Board of Directors
or by the stockholders.

     I HEREBY  CERTIFY that the foregoing is a full,  true,  and correct copy of
the Bylaws of AIG Life Insurance Company, a Delaware  corporation,  as in effect
on the date hereof.

Dated:  March 2000


                                                /s/ Elizabeth Tuck
                                               ---------------------------------
                                               Elizabeth Tuck
                                               Corporate Secretary
                                               AIG Life Insurance Company

                                               [Corporate Seal]





                         OPINION AND CONSENT OF COUNSEL

Ladies and Gentlemen:

     I have made such  examination  of the law and have  examined  such  company
records and documents as in my judgment are necessary or  appropriate  to enable
me to render the opinion expressed below:

     1.   AIG  Life  Insurance  Company  is a  valid  and  existing  stock  life
          insurance company domiciled in the State of Delaware.

     2.   Variable  Account  I is a  separate  investment  account  of AIG  Life
          Insurance Company validly existing pursuant to the Delaware  Insurance
          Laws and the Regulations thereunder.

     3.   All of the  prescribed  corporate  procedures  for the issuance of the
          Individual  and Group Single and Flexible  Premium  Deferred  Variable
          Annuity Contracts (the "Contracts") have been followed,  and when such
          Contracts are issued in accordance with the Prospectuses  contained in
          the Registration  Statement,  all state requirements  relating to such
          Contracts will have been complied with.

     4.   Upon the acceptance of premiums made by Contract  Owners pursuant to a
          Contract issued in accordance with the  Prospectuses  contained in the
          Registration  Statement and upon  compliance with applicable law, such
          Contract Owner will have a legally-issued,  fully-paid,  nonassessable
          interest in such Contract.

     This  opinion,  or a copy  thereof,  may be  used  as an  exhibit  to or in
connection  with the filing with the Securities  and Exchange  Commission of the
Post Effective Amendment No. 15 to the Registration  Statement on Form N-4 (File
No.  33-39171) for the Contracts to be issued by AIG Life Insurance  Company and
its separate account, Variable Account I.

                                            /s/ Kenneth D. Walma
                                            -----------------------
                                            Kenneth D. Walma
                                            Vice President and
                                            General Counsel

Dated:  April 28, 2000



                             [JordenBurt Letterhead]


                                   April 28, 2000

AIG Life Insurance Company
One Alico Plaza
600 King Street
Wilmington, DE  19801

Ladies and Gentlemen:

         We hereby consent to the reference to our name under the caption "Legal
Counsel" in the Statement of Additional  Information contained in Post-Effective
Amendment No. 15 to the  Registration  Statement on Form N-4 (File No. 33-39171)
filed by AIG Life Insurance  Company and Variable  Account I with the Securities
and Exchange  Commission  under the  Securities  Act of 1933 and the  Investment
Company Act of 1940 on or about May 1, 2000.

Very truly yours,

/s/ Jorden Burt Boros Cicchetti Berenson & Johnson

Jorden Burt Boros Cicchetti Berenson & Johnson


<PAGE>



                                 Exhibit 10 (ii)

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the following with respect of Post-effective  Amendment No.
15 to the Registration Statement (No. 33-39171) on Form N-4 under the Securities
Act of 1933 of Variable Account I of AIG Life Insurance Company.

     1.   The  inclusion  of our report dated  February 3, 2000  relating to our
          audits of the financial  statements of AIG Life  Insurance  Company in
          the Statement of Additional Information.

     2.   The  inclusion  of our report dated  February 3, 2000  relating to our
          audits  of the  financial  statements  of  Variable  Account  I in the
          Statement of Additional Information.

     3.   The incorporation by reference into the Prospectus of our report dated
          February 3, 2000 relating to our audits of the financial statements of
          AIG Life Insurance Company and Variable Account I.

     4.   The  reference  to our firm  under the  heading  "General  Information
          Independent Accountants" in the Statement of Additional Information.



April 21, 2000

/s/PricewaterhouseCoopers, LLP



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