LIFE OF VIRGINIA SEPARATE ACCOUNT 4, 485BPOS, 1995-09-28

LIFE OF VIRGINIA SEPARATE ACCOUNT 4
485BPOS, 1995-09-28

Previous: OPPENHEIMER CHAMPION HIGH YIELD FUND, 485BPOS, 1995-09-28

Next: LIFE OF VIRGINIA SEPARATE ACCOUNT 4, 485BPOS, 1995-09-28

As filed with the Securities and Exchange Commission on September 28, 1995.
Registration No. 33-17428
Registration No. 811-5343

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. 14

For Registration Under the Investment Company Act of 1940
Amendment No. 11

Life of Virginia Separate Account 4
(Exact Name of Registrant)

The Life Insurance Company of Virginia
(Name of Depositor)
6610 W. Broad Street
Richmond, Virginia 23230
(Address of Depositor's Principal Executive Office)
Depositor's Telephone Number: (804) 281-6000

John J. Palmer,
Senior Vice President
The Life Insurance Company of Virginia
6610 W. Broad Street
Richmond, Virginia 23230
(Name and address of Agent for Service)

Copy to:
Stephen E. Roth, Esquire
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404

It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b) of Rule 485
X on October 2, 1995 pursuant to paragraph (b) of Rule 485
60 days after filing pursuant to paragraph (a) of Rule 485
on pursuant to paragraph (a) of Rule 485

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant
has registered an indefinite amount of securities. The Registrant filed the
24f-2 Notice for the fiscal year ended December 31, 1994 on February 27, 1995.

<PAGE>

Cross Reference Sheet
Pursuant to Rule 481

Showing Location in Part A (Prospectus) and Part B (Statement of Additional
Information) of Registration Statement of Information Required by Form N-4

PART A

Item of Form N-4 Prospectus Caption
<S> <C>
1. Cover Page ..................... Cover Page
2. Definitions ....................Definitions
3. Synopsis ....................... Summary, Account 4 Fee Table
4. Condensed Financial
Information ..................Financial Information; Total Return and Yield
5. General
(a) Depositor ................ The Life Insurance Company of Virginia
(b) Registrant ............... Account 4
(c) Portfolio Company ........ The Funds
(d) Fund Prospectus .......... The Funds
(e) Voting Rights ............ Voting Rights and Reports
(f) Administrators ........... N/A
6. Deductions and Expenses
(a) General .................. Charges and Deductions; Summary
(b) Sales Load % ............. Sales Charges; Summary
(c) Special Purchase Plan .... N/A
(d) Commissions .............. Distribution of the Policies
(e) Expenses - Registrant .... Charges Against Account 4; Summary
(f) Fund Expenses ............ The Funds; Other Charges
(g) Organizational Expenses .. N/A
7. Contracts
(a) Persons with Rights ...... Summary; The Policy; Distributions Under the
Policy; Income Payments; Voting Rights and
Reports
(b) (i) Allocation of
Purchase Payments ... Allocation of Net Premium Payments
(ii) Transfers ........... Transfers
(iii) Exchanges ........... N/A
(c) Changes .................. Additions, Deletions or Substitutions of
Investments; Changes by the Owner
(d) Inquiries ................ Cover page; Summary; (SAI) Written Notice
8. Annuity Period ................. Income Payments; Transfers; (SAI) Transfer of
Annuity Units
9. Death Benefit .................. Death Provisions; Death Benefit; Payment
of Benefits
10. Purchases and Contract Value
(a) Purchases ................ Purchasing the Policies; Accumulation of
Account Value; Value of Accumulation Units
(b) Valuation ................ Value of Accumulation Units
(c) Daily Calculation ........ Value of Accumulation Units
(d) Underwriter .............. Distribution of the Policies
11. Redemptions
(a) - By Owners .............. Surrenders; Partial Surrenders
- By Annuitant ........... Optional Payment Plans
(b) Texas ORP ................ Restrictions on Distributions From Certain
Policies
(c) Check Delay .............. Payment Under the Policies
(d) Lapse .................... N/A
(e) Free Look ................ Examination of Policy (Refund Privilege)
12. Taxes ..........................Federal Tax Matters
13. Legal Proceedings .............. Legal Proceedings
14. Table of Contents for the
Statement of Additional
Information ...................Statement of Additional Information Table of
Contents
</TABLE>

PART B

<TABLE>
<CAPTION>
Item of Form N-4 Part B Caption
<S> <C>
15. Cover Page ..................... Cover Page
16. Table of Contents ............. Table of Contents
17. General Information and
History ........................ The Life Insurance Company of Virginia
18. Services
(a) Fees and Expenses of
Registrant ................ N/A
(b) Management Contracts ...... N/A
(c) Custodian ................. Safekeeping of the Assets of Account 4
Independent Public
Accountant ................ Experts
(d) Assets of Registrant ...... N/A
(e) Affiliated Persons ........ N/A
(f) Principal Underwriter .... Transfer of Annuity Units; Distribution of the
Policies
19. Purchase of Securities
Being Offered .................. (Prospectus) Distribution of the Policies
Offering Sales Load ............ N/A
20. Underwriters .................... (Prospectus) Distribution of the Policies
21. Calculation of Performance
Data ............................ Calculation of Total Return and Yield;
(Prospectus) Yield and Total Return
22. Annuity Payments ................ (Prospectus) Income Payments
23. Financial Statements ............ Financial Statements
</TABLE>

PART C -- OTHER INFORMATION

<TABLE>
<CAPTION>
Item of Form N-4 Part C Caption
<S> <C>
24. Financial Statements
and Exhibits ................... Financial Statements and Exhibits
(a) Financial Statements ....... (a) Financial Statements
(b) Exhibits ................... (b) Exhibits
25. Directors and Officers
of the Depositor ................ Directors and Officers of Life of Virginia
26. Persons Controlled By or
Under Common Control with the
Depositor or Registrant ......... Persons Controlled By or In Common Control
with the Depositor or Registrant
27. Number of Contractowners ........ Number of Policyowners
28. Indemnification ................. Indemnification
29. Principal Underwriters .......... Principal Underwriters
30. Location of Accounts
and Records ..................... Location of Accounts and Records
31. Management Services ............. Management Services
32. Undertakings .................... Undertakings
Signature Page .................. Signatures
</TABLE>

<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

PROSPECTUS FOR THE
FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY POLICY
FORM P1140 10/90

Offered by

THE LIFE INSURANCE COMPANY OF VIRGINIA
6610 West Broad Street
Richmond, Virginia 23230
(804) 281-6000

This Prospectus describes the above-named individual flexible premium
variable deferred annuity policy ("Policy") issued by The Life Insurance
Company of Virginia ("Life of Virginia"). The Policy is designed to aid
individuals in long-term financial planning and provides for the
accumulation of capital on a tax-deferred basis for retirement or other
long-term purposes. The Policy may be used in connection with
retirement plans, some of which may qualify for favorable federal income
tax treatment under the Internal Revenue Code.

The Premium Payments are placed in Life of Virginia Separate Account 4
("Account 4"). Premium payments from other flexible premium variable
deferred annuity policies issued by Life of Virginia are also placed in
Account 4. The Policyowner allocates net premiums among selected
Investment Subdivision(s) of Account 4. Each Investment Subdivision of
Account 4 will invest solely in a designated investment portfolio that
is part of a series-type mutual fund. Currently, there are seven such
funds with 27 portfolios available under this Policy. The Funds and
their currently available portfolios are on the following page.

This Prospectus must be read along with the current prospectuses
for the Funds.

This Prospectus sets forth the basic information that a prospective
investor should know before investing. A Statement of Additional
Information containing more detailed information about the Policies and
Account 4 is available free by writing Life of Virginia at the address
above or by calling (800) 352-9910. The Statement of Additional
Information, which has the same date as this Prospectus, has been filed
with the Securities and Exchange Commission and is incorporated herein
by reference. The Table of Contents of the Statement of Additional
Information is included at the end of this Prospectus.

Please Read This Prospectus Carefully And Retain It For Future
Reference

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

SHARES IN THE FUNDS AND INTERESTS IN THE POLICIES ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, A BANK, AND THE
SHARES AND INTERESTS ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY
OTHER AGENCY.

The Date of This Prospectus Is May 1, 1995.

<PAGE>

Fidelity Variable Insurance Products Fund:

Money Market Portfolio, High Income Portfolio, Equity-Income Portfolio,
Growth Portfolio and Overseas Portfolio

Fidelity Variable Insurance Products Fund II:
Asset Manager Portfolio and Contrafund Portfolio*

Neuberger & Berman Advisers Management Trust:
Balanced Portfolio, Growth Portfolio and Limited Maturity Bond Portfolio

Life of Virginia Series Fund, Inc.:
Money Market Portfolio, Government Securities Portfolio, Common Stock
Index Portfolio, Total Return Portfolio, International Equity Portfolio*
and Real Estate Securities Portfolio*.

Oppenheimer Variable Account Funds:
Oppenheimer Money Fund, Oppenheimer High Income Fund, Oppenheimer Bond
Fund, Oppenheimer Capital Appreciation Fund, Oppenheimer Growth Fund and
Oppenheimer Multiple Strategies Fund

Janus Aspen Series:
Growth Portfolio, Aggressive Growth Portfolio and Worldwide Growth
Portfolio

Insurance Management Series:
Utility Fund* and Corporate Bond Fund*

*The Contrafund Portfolio, the International Equity Portfolio, the Real
Estate Securities Portfolio, the Utility Fund and the Corporate Bond
Fund are not currently available to California policyowners.

<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Fee Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
The Life Insurance Company of Virginia and Life of Virginia Separate Account 4 . . . . . . . . . . . . . . . . . . . 19
The Life Insurance Company of Virginia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Account 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Additions, Deletions, or Substitutions of Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
The Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Variable Insurance Products Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Variable Insurance Products Fund II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Neuberger & Berman Advisers Management Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Life of Virginia Series Fund, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Oppenheimer Variable Account Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Janus Aspen Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Insurance Management Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Resolving Material Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Total Return and Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
The Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Purchasing the Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Allocation of Net Premium Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Accumulation of Account Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Value of Accumulation Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Dollar-Cost Averaging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Powers of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Examination of Policy (Refund Privilege) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Distributions Under the Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Surrender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Death Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Restrictions on Distributions from Certain Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Charges and Deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Charges Against Account 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Policy Maintenance Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Sales Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Transfer Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Premium Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Other Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Reduction of Charges for Group Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Income Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Monthly Income Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Determination of Monthly Income Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Optional Payment Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Federal Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Non-Qualified Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Qualified Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
IRA Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Simplified Employee Pension Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 403(b) Annuities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Other Qualified Retirement Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Legal and Tax Advice for Qualified Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Federal Income Tax Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

<PAGE>

TABLE OF CONTENTS (Cont.)

Page
General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
The Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
The Annuitant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
The Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Changes by the Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Joint Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Payment Under The Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Distribution of the Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Voting Rights and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Appendix A
Matters Relating To Policies Offered In Certain States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Statement of Additional Information Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
</TABLE>

<PAGE>

DEFINITIONS

Account Value -- The value of the Policy equal to the Account Value
allocated to the Investment Subdivisions of Account 4.

Account 4 -- Life of Virginia Separate Account 4, a separate investment
account established by Life of Virginia to receive and invest premiums paid
under the Policies, and other variable annuity policies issued by Life of
Virginia.

Accumulation Unit -- An accounting unit of measure used in calculating
the Account Value prior to the Maturity Date.

Additional Premium Payment -- Any Premium Payment made after the initial
Premium Payment.

Additional Net Premium Payment -- An Additional Premium Payment
multiplied by the applicable premium tax factor contained in the policy
data pages.

Annuitant -- The Annuitant is the person named in the Policy upon whose
age and sex Monthly Income Benefits are determined.

Annuity Unit -- An accounting unit of measure used in the calculation of
the amount of the second and each subsequent Variable Income Payment.

Business Day -- Any day that the New York Stock Exchange is open for
business and any other day in which there is a change in the value of the
shares of a portfolio of any one of the Funds sufficient to materially
affect the value of the assets in the Investment Subdivision of Account 4
that invests exclusively in that portfolio.

Code -- The Internal Revenue Code of 1986, as amended.

Contingent Annuitant -- The person named in the Policy to become the new
Annuitant under the Policy in the event of the death of the Annuitant
before the Maturity Date.

Date of Issue -- The date the Policy is issued, as shown on the policy
data page.

Death Benefit -- The optional benefit provided under a Policy upon the
death of the Annuitant prior to the Maturity Date, if the Annuitant was age
75 or younger on the Policy Date.

Designated Beneficiary -- The person designated in the Policy who is
alive (or in existence for non-natural designations) on the date of the
Owner's, Joint Owner's, or Annuitant's death and who will be treated as the
sole owner of the Policy following such a death.

Due Proof of Death -- Proof of death that is satisfactory to Life of
Virginia. Such proof may consist of the following if acceptable to Life of
Virginia:

(a) A certified copy of the death certificate; or

(b) A certified copy of the decree of a court of competent jurisdiction
as to the finding of death.

Fixed Income Payments -- Payments made pursuant to an optional payment
plan the value of which are guaranteed by Life of Virginia.

Funds -- The funds available under this Policy. Currently there are
seven: the Variable Insurance Products Fund, the Variable Insurance
Products Fund II, the Neuberger & Berman Advisers Management Trust, Life of
Virginia Series Fund, Inc., the Oppenheimer Variable Account Funds, the
Janus Aspen Series, and the Insurance Management Series.

General Account -- The assets of Life of Virginia that are not segregated
in any of the separate investment accounts of Life of Virginia.

Home Office -- The principal offices of The Life Insurance Company of
Virginia at 6610 West Broad Street, Richmond, Virginia 23230.

Income Payment -- One of a series of payments made under either a Monthly
Income Benefit or one of the optional payment plans.

<PAGE>

Investment Subdivision -- A subdivision of Account 4. Premiums will be
allocated, in accordance with the instructions of the Policyowner, among no
more than seven of the twenty-seven Investment Subdivisions of Account 4
available to the Policies, each of which invests exclusively in shares of a
designated portfolio of one of the Funds. All twenty-seven investment
subdivisions may not be available in all states.

Joint Owner -- Joint Owners own the Policy equally. If one Joint Owner
dies, the surviving Joint Owner has a right of survivorship to the Policy.

IRA Policy -- An individual retirement annuity policy that receives
favorable federal income tax treatment under Section 408 of the Code.

Maturity Date -- The date stated in the Policy on which Income Payments
are scheduled to commence, if the Annuitant is living on that date.

Maturity Value -- The Surrender Value of the Policy immediately preceding
the Maturity Date.

Monthly Anniversary Day -- The same date in each month as the Policy
Date. Whenever the Monthly Anniversary Day falls on a date other than a
Business Day, the monthly anniversary will be deemed the next Business Day.

Monthly Income Benefit -- The monthly amounts payable to the Owner
beginning on the Maturity Date if the Annuitant is still living.

Net Investment Factor -- An index applied to measure the investment
performance of an Investment Subdivision from one Valuation Period to the
next.

Net Premium Payment(s) -- The Premium Payment multiplied by the
applicable premium tax factor contained in the policy data pages.

Non-Qualified Policy -- Policies not sold or used in connection with
retirement plans receiving favorable federal income tax treatment under the
Code.

Policy -- The variable annuity policy issued by Life of Virginia and
described in this Prospectus. The term "Policy" or "Policies" includes the
Policy described in this Prospectus, the policy application, any
supplemental applications, and any endorsements.

Policy Date -- Generally, the date on which the application and initial
Premium Payment are received and accepted by Life of Virginia.

Policy Month -- A one-month period beginning on a Monthly Anniversary Day
and ending on the day immediately preceding the next Monthly Anniversary
Day.

Policyowner (or "Owner") -- The person or persons (in the case of Joint
Owners) entitled to receive Income Payments after the Maturity Date. The
Owner is also entitled to the ownership rights stated in the Policy during
the lifetime of the Annuitant. The original Policyowner is named in the
application.

Premium Payment(s) -- An amount paid to Life of Virginia by the
Policyowner or on the Policyowner's behalf as consideration for the
benefits provided by the Policy.

Qualified Policies -- Policies used in connection with retirement plans
which receive favorable federal income tax treatment under the Code.

Surrender Value -- The Account Value less any applicable surrender
charge.

Valuation Period -- The period between the close of business on a
Business Day and the close of business on the next succeeding Business Day.

Variable Income Payments -- Payments made pursuant to a payment plan and
which fluctuate based on the investment performance of Investment
Subdivisions.

FEE TABLE

<S> <C>
Policyowner Transaction Expenses:
Sales Charge on Premium Payments none
Deferred Sales Charges
Maximum Distribution Expense Charge
(as an annual percentage of certain specified portions of average account value) 0.20%
Maximum Contingent Deferred Sales Charge (as a percentage of premium payments) 6.00%
Other surrender fees none
Transfer charge
First transfer each month none
Subsequent transfers $10.00

Annual policy maintenance charge $30.00

Annual Expenses
(as a percentage of account value)
Mortality and expense risk charge 1.15%
Other Account fees and expenses .00%
Total Annual Expenses 1.15%
</TABLE>

<TABLE>
<CAPTION>
Variable Insurance Products Fund Annual Expenses
(as a % of average net assets)

Money High Equity
Market Income Income Growth Overseas
Portfolio Portfolio Portfolio Portfolio Portfolio
<S> <C> <C> <C> <C> <C>
Management Fees 0.20% 0.61% 0.52% 0.62% 0.77%
Other Expenses (after any expense reimbursement) 0.07% 0.10% 0.06% 0.07% 0.15%
Total Fund Annual Expenses 0.27% 0.71% 0.58% 0.69% 0.92%

</TABLE>

<TABLE>
<CAPTION> Variable Insurance Products Fund II Annual Expenses
(as a % of average net assets)

Asset
Manager Contrafund
Portfolio Portfolio
<S> <C> <C>
Management Fees 0.72% 0.62%
Other Expenses (after any expense reimbursement) 0.08% 0.27%
Total Fund Annual Expenses 0.80% 0.89%
</TABLE>

<TABLE>
<CAPTION>
Neuberger & Berman Advisers Management Trust Annual Expenses
(as a % of average net assets)

Limited
Balanced Growth Maturity Bond
Portfolio Portfolio Portfolio
<S> <C> <C> <C>
Annual Operating Expenses .80% .79% .60%
Other Expenses (after any expense reimbursement) .17% .12% .13%
Total Fund Annual Expenses .97% .91% .73%

</TABLE>

Until May 1, 1995, the Portfolios of the Advisers Management Trust had a
Distribution Plan pursuant to Rule 12b-1 which provided for the
reimbursement of Neuberger & Berman Management for certain Trust
distribution expenses up to a maximum of 0.25% on an annual basis of each
Portfolio's average daily net assets. The "Total Fund Annual Expenses"
shown above would be increased by the following percentages if the 12b-1
fees for the months of January through April, 1995 were taken into account:
0.02% for the Balanced Portfolio; 0.02% for the Growth Portfolio; and 0.02%
for the Limited Maturity Bond Portfolio.

<PAGE>
Because of a new structure that took effect May 1, 1995, Annual Operating
Expenses are annualized projections based on current administrative and
management fees for each Portfolio. Other Expenses are based on each
Portfolio's actual expenses for the past fiscal year. For further
information, see the Prospectus for the Fund.

Life of Virginia Series Fund Annual Expenses
(as a % of average net assets)

Common Real
Money Government Stock Total International Estate
Market Securities Index Return Equity Securities
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
<S> <C> <C> <C> <C> <C> <C>
Management Fees (after fee waiver) .21% .50% .35% .50% 1.00% .90%
Other Expenses (after any expense reimbursements) .21% .31% .40% .27% .75% .60%
Total Fund Annual Expenses .42% .81% .75% .77% 1.75% 1.50%

</TABLE>

<TABLE>
<CAPTION>
Oppenheimer Variable Account Funds Annual Expenses
(as a % of average net assets)

Opp. Opp. Opp.
Opp. High Opp. Capital Multiple Opp.
Money Income Bond Appreciation Strategies Growth
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Management Fees .45% .75% .75% .75% .74% .75%
Other Expenses .05% .06% .06% .05% .05% .06%
Total Fund Annual Expenses .50% .81% .81% .80% .79% .81%
</TABLE>

<TABLE>
<CAPTION>
Janus Aspen Series Annual Expenses
(as a % of average net assets)

Aggressive Worldwide
Growth Growth Growth
Portfolio Portfolio Portfolio
<S> <C> <C> <C>
Management Fees 0.66% 0.77% 0.69%
Other Expenses (after any expense reimbursements) 0.22% 0.28% 0.49%
Total Fund Annual Expenses 0.88% 1.05% 1.18%

</TABLE>
<TABLE>
<CAPTION>
Federated Insurance Management Series Annual Expenses
(as a % of average net assets)

Corporate
Utility Bond
Fund Fund
<S> <C> <C>
Management Fees (after fee waiver) 0.00% 0.00%
Other Expenses (after any expense reimbursements) 0.85% 0.80%
Total Fund Annual Expenses 0.85% 0.80%
</TABLE>

The purpose of this table is to assist the Policyowner in understanding
the various costs and expenses that a Policyowner will bear, directly and
indirectly. Except as noted below, the Tables reflect charges and expenses
of the Separate Account as well as the underlying mutual funds for the most
recent fiscal year. For more information on the charges described in these
Tables see Charges and Deductions on page 30 and the Prospectuses for the
underlying mutual funds which accompany this Prospectus. In addition to
the expenses listed above, premium taxes varying from 0 to 3.5% may be
applicable.

<PAGE>

The annual expenses listed for all the funds are net of certain
reimbursements by the Funds' investment advisors. Life of Virginia cannot
guarantee that the reimbursements will continue.

Absent reimbursements, the total annual expenses during 1994 for the
portfolios of Variable Insurance Products Fund were 0.60% for Equity-Income
Portfolio and 0.70% for Growth Portfolio.

Absent reimbursements, the total annual expenses during 1994 for the
Asset Manager Portfolio of Variable Insurance Products Fund II were 0.81%.

The Contrafund Portfolio was recently organized and has no operating
history. Based on the Group Management Fees for October 1994, as described
in the VIPF II prospectus, the total management fee for 1994 would have
been 0.62% of the portfolio's average net assets. The VIPF II provided an
estimate for 1995 of 0.27% for other expenses. The adviser has agreed to
reimburse the portfolio to the extent that total expenses exceed 1.00% The
adviser may terminate this voluntary reimbursement at any time. Life of
Virginia does not represent that this estimate is true and complete, and
disclaims all responsibility for such figures. Actual expenses may be
greater or less than those shown.

Absent reimbursements, the total annual expenses during 1994 for the
portfolios of Life of Virginia Series Fund would have been 1.16% for Common
Stock Index Portfolio and .71% for Money Market Portfolio.

Since the International Equity Portfolio and the Real Estate Securities
Portfolio were recently organized and have no operating history, the
expenses for these portfolios are estimates provided by the Fund. The
estimated total annual expenses are 1.75% for International Equity
Portfolio, and 1.50% for Real Estate Securities Portfolio. Actual expenses
may be different than those shown.

Absent certain expense waivers, the total annual expenses for the
portfolios of the Janus Aspen Series would have been 1.22% for Growth
Portfolio, 1.28% for Aggressive Growth Portfolio, and 1.49% for Worldwide
Growth Portfolio for the fiscal year ended December 31, 1994.

The total annual expenses for the Utility Fund and the Corporate Bond
Fund are 0.85% and 0.80%, respectively, of the average daily net assets.
The adviser has agreed to waive all or a portion of its fee so that the
total annual expenses would not exceed 0.85% of average net assets for the
Utility Fund and 0.80% of average net assets for the Corporate Bond Fund.
The adviser can terminate this voluntary waiver at any time at its sole
discretion. Without this waiver, the advisory fee would be 0.75% of
average annual net assets for the Utility Fund and 0.60% of average annual
net assets for the Corporate Bond Fund, and the total annual expenses for
the Utility Fund and the Corporate Bond Fund would be 1.60% and 1.40%,
respectively, of average net assets.

<PAGE>

EXAMPLES

A Policyowner would pay the following expense on a $1,000 investment,
assuming a 5% annual return on assets and the charges and expenses
reflected in the Fee Table above:

1. If you surrender* your Policy at the end of the applicable period:
<TABLE>
<CAPTION>

Subdivision Investing In: 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>

Variable Insurance Products Fund
Money Market Portfolio $77.48 $107.58 $128.64 $203.02
High Income Portfolio 81.91 121.07 151.33 249.29
Equity-Income Portfolio 80.60 117.11 144.68 235.85
Growth Portfolio 81.71 120.47 150.31 247.24
Overseas Portfolio 84.01 127.46 161.99 270.62

Variable Insurance Products Fund II
Asset Manager Portfolio 82.81 123.82 155.91 258.49
Contrafund Portfolio 83.71 126.55 160.47 267.60

Neuberger & Berman Advisers Management Trust
Balanced Portfolio 84.51 128.97 164.51 275.63
Growth Portfolio 83.91 127.16 161.48 269.62
Limited Maturity Bond Portfolio 82.11 121.69 152.35 251.35

Life of Virginia Series Fund, Inc.
Money Market Portfolio 78.99 112.20 136.43 219.04
Government Securities Portfolio 82.91 124.12 156.42 259.51
Common Stock Index Portfolio 82.31 122.30 153.37 253.39
Total Return Portfolio 82.51 122.91 154.39 255.44
International Equity Portfolio 92.29 152.29 202.99 350.33
Real Estate Securities Portfolio 89.80 144.87 190.82 327.07

Oppenheimer Variable Account Funds
Oppenheimer Money Fund 79.80 114.65 140.56 227.48
Oppenheimer High Income Fund 82.91 124.12 156.42 259.51
Oppenheimer Bond Fund 82.91 124.12 156.42 259.51
Oppenheimer Capital Appreciation Fund 82.81 123.82 155.91 258.49
Oppenheimer Multiple Strategies Fund 82.71 123.51 155.41 257.48
Oppenheimer Growth Fund 82.91 124.12 156.42 259.51

Janus Aspen Series
Growth Portfolio 83.61 126.25 159.97 266.60
Aggressive Growth Portfolio 85.31 131.39 168.52 283.59
Worldwide Growth Portfolio 86.61 135.30 175.02 296.37

Federated Insurance Management Series
Utility Fund 83.31 125.34 158.45 263.57
Corporate Bond Fund 82.81 123.82 155.91 258.49

</TABLE>

*Surrender includes annuitization over a period of less than 5 years

<PAGE>
2. If you annuitize, or do not surrender* your Policy:

Subdivision Investing In: 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Variable Insurance Products Fund
Money Market Portfolio $17.48 $54.19 $ 93.34 $203.02
High Income Portfolio 21.91 67.60 115.93 249.29
Equity-Income Portfolio 20.60 63.66 109.31 235.85
Growth Portfolio 21.71 67.00 114.92 247.24
Overseas Portfolio 24.01 73.95 126.54 270.62

Variable Insurance Products Fund II
Asset Manager Portfolio 22.81 70.33 120.49 258.49
Contrafund Portfolio 23.71 73.04 125.03 267.60

Neuberger & Berman Advisers Management Trust
Balanced Portfolio 24.51 75.45 129.05 275.63
Growth Portfolio 23.91 73.65 126.04 269.62
Limited Maturity Bond Portfolio 22.11 68.21 116.95 251.35

Life of Virginia Series Fund, Inc.
Money Market Portfolio 18.99 58.78 101.10 219.04
Government Securities Portfolio 22.91 70.63 121.00 259.51
Common Stock Index Portfolio 22.31 68.82 117.96 253.39
Total Return Portfolio 22.51 69.42 118.98 255.44
International Equity Portfolio 32.29 98.62 167.36 350.33
Real Estate Securities Portfolio 29.80 91.25 155.25 327.07

Oppenheimer Variable Account Funds
Oppenheimer Money Fund 19.80 61.22 105.21 227.48
Oppenheimer High Income Fund 22.91 70.63 121.00 259.51
Oppenheimer Bond Fund 22.91 70.63 121.00 259.51
Oppenheimer Capital Appreciation Fund 22.81 70.33 120.49 258.49
Oppenheimer Multiple Strategies Fund 22.71 70.02 119.99 257.48
Oppenheimer Growth Fund 22.91 70.63 121.00 259.51

Janus Aspen Series
Growth Portfolio 23.61 72.74 124.53 266.60
Aggressive Growth Portfolio 25.31 77.85 133.05 283.59
Worldwide Growth Portfolio 26.61 81.74 139.52 296.37

Federated Insurance Management Series
Utility Fund 23.31 71.84 123.02 263.57
Corporate Bond Fund 22.81 70.33 120.49 258.49
</TABLE>

For purposes of these examples, the $30 Policy Maintenance charge has
been translated into an assumed charge at an annual rate of 0.10% of
Account Value. The actual amount of the Policy Maintenance charge
attributable to a $1,000 investment will depend on the amount of a Policy's
Account Value.

THESE EXAMPLES SHOULD NOT BE CONSIDERED REPRESENTATIVE OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES PAID MAY BE GREATER OR LESS THAN THOSE SHOWN.
THE ASSUMED 5% ANNUAL RETURN IS HYPOTHETICAL; PAST OR FUTURE ANNUAL RETURNS
MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.

*Surrender includes annuitization over a period of less than 5 years.

<PAGE>
The expense information regarding the Funds was provided by those Funds.
The Variable Insurance Products Fund, Variable Insurance Products Fund II,
Neuberger & Berman Advisers Management Trust, Oppenheimer Variable Account
Funds, Janus Aspen Series and Insurance Management Series and their
investment advisors are not affiliated with Life of Virginia. While Life
of Virginia has no reason to doubt the accuracy of these figures provided
by these non-affiliated Funds, Life of Virginia does not represent that
they are true and complete, and disclaims all responsibility for these
figures.

Since the Contrafund Portfolio of the Variable Insurance Products Fund
II, the International Equity Portfolio and the Real Estate Securities
Portfolio of Life of Virginia Series Fund are recently organized and have a
brief operating history, the annual expenses listed for these portfolios
are estimates provided by the Funds. Actual expenses paid may be greater
or less than those shown. Life of Virginia does not represent that such
estimates are true and complete, and disclaims all responsibility for these
figures.

<PAGE>

SUMMARY

The following Summary Of Prospectus Information Should Be Read In
Conjunction With the Detailed Information Appearing Elsewhere In This
Prospectus.

POLICIES ISSUED PRIOR TO 1/28/91, AND, IN CERTAIN STATES, POLICIES ISSUED
OR OFFERED SUBSEQUENT TO THAT DATE CONTAIN CERTAIN POLICY PROVISIONS AND
FEATURES WHICH DIFFER FROM THOSE FOUND IN THE BODY OF THIS PROSPECTUS.
PLEASE REFER TO APPENDIX A FOR A DESCRIPTION OF THESE DIFFERENCES.

The Policy

The Policy allows the Policyowner to accumulate funds on a tax-deferred
basis based on the investment experience of the assets underlying the
Policy. After the Maturity Date, this Policy also permits the Policyowner
to receive Variable Income Payments based upon either the investment
performance of the selected Investment Subdivisions of Account 4 or Fixed
Income Payments based upon the guarantees of Life of Virginia. The Policy
may be purchased on a non-tax qualified basis (i.e., a Non-Qualified
Policy) or it can be purchased with the proceeds from certain retirement or
savings plans qualifying for favorable federal income tax treatment (i.e.,
a Qualified Policy).

The Policyowner can allocate net premiums among up to seven Investment
Subdivisions, each of which invests solely in a designated investment
portfolio which is part of a series-type mutual fund (See The Funds, p.
20). Before the Maturity Date, the Account Value depends on the investment
experience of the selected Investment Subdivisions; therefore, before
Income Payments begin, the Policyowner bears the entire investment risk
under this Policy. The payee will bear the investment risk after Income
Payments begin with respect to Variable Income Payments.

In addition, under Policies sold through certain distribution systems,
policyowners can allocate net premiums or transfer amounts from the
Investment Subdivisions to a Guarantee Account. Contributions and/or
transfers to the Guarantee Account become part of the General Account of
Life of Virginia.

Premium Payments

Except for certain group sales, an initial Premium Payment of at least
$5,000 is required. Additional Premium payments of at least $1,000 for
Non-Qualified Policies or $100 for Qualified Policies or $50 for IRA
Policies generally may be made any time before Income Payments begin. (See
Purchasing the Policies, p. 25.)

Subject to the refund privilege described on page 15, Net Premium
Payments are allocated among the Investment Subdivisions (or, if
applicable, a Guarantee Account) in accordance with the Policyowner's
written instructions. Net Premium payments may be allocated among up to
seven Investment Subdivisions at any one time (however, at any point in
time, Account Value may not be invested in more than seven subdivisions).
The minimum allocation permitted is 10% of each Net Premium Payment. The
Policyowner may, by written request, change the allocation of subsequent
Net Premium Payments. (See Allocation of Net Premium Payments, p. 25.) In
states that require a return of Premium Payments as a refund privilege,
initial Net Premium Payments will be placed in the Investment Subdivision
that invests in the Money Market Portfolio of the Life of Virginia Series
Fund, Inc.

Transfers

Before Income Payments begin the Policyowner may transfer amounts among
the Investment Subdivisions that are available at the time the transfer is
requested. Currently, there is no limit on the number of transfers that
may be made; however, Life of Virginia reserves the right to impose such a
limit in the future. The first transfer in each calendar month will be
made without a transfer charge. Thereafter, each time amounts are
transferred, a transfer charge of $10 will be imposed. (See Transfers, p.
26.) Life of Virginia may not honor transfers made by third parties
holding multiple powers of attorney. (See Powers of Attorney, p. 28.)

After Variable Income Payments begin, the payee may transfer Annuity
Units among the available Investment Subdivisions once each calendar year.
No transfer charge will be imposed on such transfers.

Surrenders and Partial Surrenders

Full or partial surrenders may be made any time before Income Payments
begin provided that the surrender is for at least $500 and that the
surrender will not reduce the Account Value to below $5,000. (See
Surrender, p. 28.) Amounts surrendered will generally be subject to a
surrender charge (also known as a contingent deferred sales charge). (See
Sales Charges, p. 32.)
<PAGE>

Charges and Deductions

To cover the costs of administering the Policies, Life of Virginia
deducts annually a policy maintenance charge of $30 from each Policy. This
charge is made at the beginning of each policy year against the Account
Value.

Two types of sales charges are deducted. The first is called a
distribution expense charge and is deducted monthly from the Account Value
during the first ten years following each Premium Payment. The
distribution expense charge is deducted at a monthly rate of .0166% (which
is equivalent to an annual rate of .20%) of that portion of the Account
Value attributable to each Premium Payment made within the last ten years.
(See Sales Charges -- Distribution Expense Charge, p. 32.)

The second sales charge is called a surrender charge (also referred to as
a contingent deferred sales charge). (See Sales Charges -- Surrender
Charge, p. 32.) A surrender charge is deducted from full surrenders and
certain partial surrenders that occur within six years of any Premium
Payments. If there is a full surrender of the Policy during the first four
years following a Premium Payment, a maximum surrender charge equal to 6%
of each such Premium Payment will be imposed. Thereafter, the charge
decreases 2% per year, so that no surrender charge, or portion thereof, is
ever attributable to a Premium Payment made more than six years prior to
the date of a full surrender.

Similarly, a surrender charge may be imposed on certain partial
surrenders where the Account Value surrendered is attributable to a Premium
Payment made within the last six years. The amount of the charge is
calculated by multiplying the lesser of (a) that portion of the partial
surrender allocated to the particular Premium Payment and (b) the actual
Premium Payment less any previous partial surrenders allocated to it, by
the surrender charge percentage, as described above, applicable to the
particular Premium Payment. The surrender charge will be deducted from the
amount surrendered. A partial surrender occurring later than 12 months
after the preceding partial surrender and for not more than 10% of Account
Value is not subject to a charge.

LIFE OF VIRGINIA GUARANTEES THAT THE SUM OF THE AGGREGATE SURRENDER
CHARGES ATTRIBUTABLE TO A PARTICULAR PREMIUM PAYMENT TOGETHER WITH THE
AGGREGATE DISTRIBUTION EXPENSE CHARGES PREVIOUSLY DEDUCTED AND ATTRIBUTABLE
TO THAT PREMIUM PAYMENT WILL NEVER EXCEED 8.5% OF THAT PREMIUM PAYMENT.

A daily charge at an effective annual rate of 1.15% of the average daily
net assets in Account 4 is imposed against those assets to compensate Life
of Virginia for mortality and expense risks assumed by it. Of this amount,
approximately .80% is allocated to cover the mortality risks, and
approximately .35% is allocated to cover the expense risks. (See Charges
Against Account 4, p. 31.)

Life of Virginia may deduct a charge for any premium taxes incurred. Any
applicable premium tax may be deducted from either the premium paid or from
proceeds (including benefits for surrender, maturity and death). (See
Premium Taxes, p. 34.)

Income Payments

Beginning on the Maturity Date, and if the Annuitant is living on that
date, the Policyowner may receive Monthly Income Benefits based upon either
the investment performance of the selected Investment Subdivisions or the
guarantees of Life of Virginia. The amount of the Monthly Income Benefits
will depend on: (1) the Maturity Value; (2) the amount of any applicable
state and/or local premium tax; (3) the Annuitant's sex and age on the
Maturity Date; and (4) the optional payment plan chosen.

With respect to Monthly Income Benefits and any Income Payments derived
from death benefit or surrender value proceeds, the Policyowner may select
from a number of optional payment plans including Income Payments for the
life of an Annuitant (or a different or additional person, depending upon
the benefit payable) with a guaranteed number of Income Payments. (See
Optional Payment Plans, p. 35.)

Death Provisions

Subject to a number of distribution rules, certain benefits and other
policy options are available to certain persons on the death of an Owner,
Joint Owner or Annuitant prior to the Maturity Date while the Policy is in
force. (See Distributions Under the Policy - Death Provisions, p. 29.)

<PAGE>
Refund Privilege

The Policyowner has 10 days after the Policy is received to examine the
Policy and return it for a refund. Unless state law requires that Premium
Payments be returned as the refund, the amount of the refund will equal the
Account Value (without reduction by any surrender charges). If state law
requires that Premium Payments be returned, the amount of the refund will
equal the greater of (1) the Account Value (without reduction of any
surrender charges) plus any amount deducted from the Premium Payments prior
to allocation to Account 4 and (2) the Premium Payments made. In certain
states the Policyowner may have more than 10 days to return the policy for
a refund. (See Examination of Policy (Refund Privilege), p. 28.)

Questions

Any questions about the Policy or the Fund portfolios in which the
subdivisions invest will be answered by Life of Virginia's Home Office.
All inquiries can be addressed to Life of Virginia, Variable Products
Department, 6610 W. Broad Street, Richmond, VA 23230; if by phone, call
(800) 352-9910.

<PAGE>
FINANCIAL INFORMATION

Financial statements for the Separate Account are in the Statement of
Additional Information.

The consolidated financial statements for Life of Virginia (as well as
the auditors' reports thereon) also are in the Statement of Additional
Information.

Condensed Financial Information

The Accumulation Unit Values and the number of accumulation units
outstanding for each Investment Subdivision for the periods shown are as
follows:
<TABLE>
<CAPTION>
Accumulation Accumulation No. of Accumulation Accumulation No. of
Unit Values Unit Values Units Unit Values Unit Values Units
as of as of as of as of as of as of
1/3/94 12/31/94 12/31/94 1/4/93 12/31/93 12/31/93
<S> <C> <C> <C> <C> <C> <C>
FUNDS

VIP Fund
Money Market $ 13.19 $ 13.59 4,123,571 $ 12.93 $ 13.19 1,561,156
High Income 18.46 17.94 804,420 15.49 18.43 432,261
Equity-Income 18.41 19.56 5,088,608 15.77 18.48 2,727,507
Growth 21.34 21.27 4,641,036 18.07 21.53 2,860,231
Overseas 15.79 15.82 5,128,595 11.55 15.73 1,958,688

LOV Series Fund
Money Market* 12.68 13.01 484,719 12.53 12.68 319,980
Government Securites 15.54 14.61 384,390 14.57 15.61 321,418
Common Stock Index 18.68 18.58 297,274 16.61 18.80 206,180
Total Return 17.64 17.94 666,497 15.78 17.69 499,779
International Equity Portfolio@ - - -
Real Estate Securities Portfolio@ - - -

Oppenheimer Variable Account Funds
Money 13.24 13.64 549,261 12.98 13.24 216,510
High Income 21.78 20.83 1,125,497 17.44 21.77 626,211
Bond 16.65 16.17 967,029 14.98 16.68 694,740
Capital Appreciation 22.89 21.25 2,708,957 18.28 23.26 1,133,120
Growth 17.87 17.97 734,287 16.86 18.00 542,964
Multiple Strategies 17.16 16.66 1,797,950 14.98 17.18 1,236,118

VIPF II
Asset Manager 16.88 15.70 27,382,848 14.15 16.92 16,848,769
Contrafund@ - - -

Neuberger & Berman Advisers
Management Trust
Balanced 13.35 12.81 2,303,795 12.71 13.41 2,250,637
Growth 11.57 10.92 619,834 10.94 11.62 536,509
Limited Maturity Bond 10.95 10.83 1,644,509 10.44 10.97 1,237,655

Janus Aspen Series
Growth 10.30 10.48 3,183,404 00.00 10.31 714,865
Aggressive Growth 11.58 13.53 1,272,142 00.00 11.76 159,753
Worldwide Growth 11.91 11.91 2,247,224 00.00 11.87 397,768

Insurance Management Series
Utility@ - - -
Corporate Bond@ - - -
</TABLE>

See page 18 for footnotes.

<PAGE>

Accumulation Accumulation No. of Accumulation Accumulation No. of
Unit Values Unit Values Units Unit Values Unit Values Units
as of as of as of as of as of as of
1/2/92 12/31/92 12/31/92 1/2/91 12/31/91 12/31/91
<S> <C> <C> <C> <C> <C> <C>
FUNDS

VIP Fund
Money Market $ 12.59 $ 12.93 1,098,765 $ 12.00 $ 12.59 652,470
High Income 12.73 15.47 151,714 9.53 12.72 38,371
Equity-Income 13.65 15.81 1,137,137 10.50 13.68 535,976
Growth 16.86 18.24 1,548,743 11.61 16.88 633,068
Overseas 13.11 11.59 453,762 12.25 13.14 285,089

LOV Series Fund
Money Market* 12.30 12.53 183,658 11.81 12.30 138,705
Government Securites 13.66 14.50 41,985 11.80 13.70 31,891
Common Stock Index 15.34 16.59 110,635 11.53 15.48 65,450
Total Return 14.72 15.75 253,820 11.71 14.81 91,807

Oppenheimer Variable Account Funds
Money 12.63 12.98 207,707 12.02 12.63 106,137
High Income 14.96 17.42 107,142 11.32 14.96 15,707
Bond 14.16 14.93 384,066 12.25 14.18 245,112
Capital Appreciation 16.19 18.48 467,060 10.50 16.20 114,996
Growth 15.05 16.98 311,016 12.00 15.00 193,160
Multiple Strategies 13.92 14.99 737,957 11.96 13.92 403,277

VIPF II
Asset Manager 12.78 14.14 4,024,857 10.54 12.78 866,423

Neuberger & Berman Advisers
Management Trust
Balanced 11.95 12.74 2,033,300 9.79 11.93 983,156
Growth - 11.01 70,928
Limited Maturity Bond - 10.41 72,536
</TABLE>

See page 18 for footnotes.

<PAGE>
<TABLE>
Accumulation Accumulation No.of Accumulation Accumulation No.of
Unit Values Unit Values Units Unit Values Unit Values Units
as of as of as of as of as of as of
1/1/90 12/31/90 12/31/90 1/1/89 12/31/89 12/31/89
<S> <C> <C> <C> <C> <C> <C>
FUNDS

VIP Fund
Money Market $ 11.24 $ 12.00 311,483 $ 10.41 $ 11.24 168,653
High Income 9.86 9.51 16,632 10.41 9.86 28,939
Equity-Income 12.72 10.53 273,772 10.84 12.57 115,043
Growth 13.60 11.74 215,941 10.36 13.45 50,043
Overseas 12.59 12.29 187,187 10.13 12.65 23,108

LOV Series Fund
Money Market* 11.14 11.81 94,296^ 10.37 11.13* 101,395*^
Government Securities 11.25 11.73 24,061 10.32 11.29 10,855
Common Stock Index 13.33 11.65 52,857 10.58 13.12 39,769
Total Return 12.46 11.76 47,767 10.48 12.37 24,283

Oppenheimer Variable Account Funds
Money 11.26 12.02 90,450 10.43 11.25 29,339
High Income 10.92 11.29 8,768 10.54 10.92 16,907
Bond 11.43 12.20 75,809 10.21 11.43 23,738
Capital Appreciation 12.93 10.59 75,242 10.21 12.88 30,138
Growth 13.49 12.09 88,779 10.91 13.32 47,553
Multiple Strategies 12.44 11.98 336,138 10.80 12.36 127,994

VIPF II
Asset Manager 10.05 10.55 175,769 10.00** 9.99 12,829

Neuberger & Berman Advisers
Management Trust +
Balanced 9.85 9.83 312,971# 10.00** 9.77 8,827#
</TABLE>

@ Unit Values are not shown for the subdivisions investing in the
International Equity Portfolio and Real Estate Securities Portfolio of Life
of Virginia Series Fund, the Contrafund Portfolio of the VIPFII, or the
Utility Fund and Corporate Bond Fund of the Insurance Management Series as
these portfolios were not available to Separate Account Policyowners during
the periods shown.

* For the period from 5/2/88, (the effective date of the Registration
Statement for Separate Account 4) through 12/31/88 the Money Market
subdivision investing in Life of Virginia Series Fund, Inc. Money Market
Portfolio was the only subdivision in which money was invested. On 5/2/88
the accumulation unit value for this portfolio was $10.00. The number of
units outstanding on 12/31/88 was 3,092, and the accumulation unit value on
12/31/88 was $10.36.

** Unit Values for the subdivisions investing in Variable Insurance
Products Fund II Asset Manager Portfolio and Neuberger & Berman Advisers
Management Trust Balanced Portfolio are shown as of 10/3/89, the date these
Portfolios were first offered to Separate Account Policyowners.

^ Amounts include cash with application money held pending policy
acceptance.

# Amounts exclude Life of Virginia's investment in the fund.

+ Unit Values are not shown for the subdivisions investing in Growth
Portfolio and the Limited Maturity Bond Portfolio of the Neuberger and
Berman Advisers Managment Trust as these portfolios were not available to
Separate Account Policyowners during the periods shown.
<PAGE>

THE LIFE INSURANCE COMPANY OF VIRGINIA
AND LIFE OF VIRGINIA SEPARATE ACCOUNT 4

The Life Insurance Company of Virginia

The Life Insurance Company of Virginia is a stock life insurance company
operating under a charter granted by the Commonwealth of Virginia on March
21, 1871. Life of Virginia currently is a wholly-owned subsidiary of
Combined Insurance Company of America, which is a wholly-owned subsidiary
of Aon Corporation ("Aon"), a holding corporation principally engaged
through subsidiaries in the insurance and the insurance brokerage business.
Life of Virginia is principally engaged in the offering of life insurance
policies and currently ranks among the 25 largest stock life insurance
companies in the United States in terms of business in force. The Company
is admitted to do business in 49 states and the District of Columbia. The
principal offices of Life of Virginia are at 6610 W. Broad Street,
Richmond, Virginia 23230.

Account 4

The Life of Virginia Separate Account 4 was established by Life of
Virginia as a separate investment account on August 19, 1987. Account 4
currently has fifty-four Investment Subdivisions, twenty-seven of which are
available under this Policy. Each Investment Subdivision invests
exclusively in an investment portfolio of one of the seven Funds described
below. Net premiums are allocated in accordance with the instructions of
the Policyowner among up to seven of the twenty-seven Investment
Subdivisions available under this Policy.

Under the Code of Virginia, the assets of Account 4 are the property of
Life of Virginia. Income and both realized and unrealized gains or losses
from the assets of Account 4 are credited to or charged against the Account
without regard to the income, gains, or losses arising out of any other
business Life of Virginia may conduct. Although the assets in Account 4
attributable to the Policies are not chargeable with liabilities arising
out of any other business which Life of Virginia may conduct, all
obligations arising under the Policies, including the promise to make
Income Payments, are general corporate obligations of Life of Virginia.
Furthermore, the assets of Account 4 are available to cover the liabilities
of Life of Virginia's General Account to the extent that the assets of
Account 4 exceed its liabilities arising under the Policies supported by
it.

Account 4 is registered with the Securities and Exchange Commission (the
"Commission") as a unit investment trust under the Investment Company Act
of 1940 (the "1940 Act") and meets the definition of a Separate Account
under the Federal Securities Laws. Registration with the Commission,
however, does not involve supervision of the management or investment
practices or policies of Account 4 by the Commission.

Additions, Deletions, or Substitutions of Investments

If deemed by Life of Virginia to be in the best interests of persons
having voting rights under the Policies, and, if permitted by law, Life of
Virginia may deregister Account 4 under the 1940 Act in the event such
registration is no longer required; manage Account 4 under the direction of
a committee; or combine Account 4 with other Life of Virginia separate
accounts. To the extent permitted by applicable law, Life of Virginia may
also transfer the assets of Account 4 associated with the Policies to
another separate account. In addition, Life of Virginia may, when
permitted by law, restrict or eliminate any voting rights of Policyowners
or other persons who have voting rights as to Account 4.

<PAGE>

THE FUNDS

Account 4 currently invests in seven series-type mutual funds. All of
the Funds currently available under the Policy are registered with the
Commission as open-end, diversified investment companies. The Commission,
however, does not supervise the management or the investment practices and
policies of the Funds.

Each Investment Subdivision invests exclusively in a designated
investment portfolio of one of the Funds. The assets of each such
portfolio are separate from other portfolios of that Fund and each
portfolio has separate investment objectives and policies. As a result,
each portfolio operates as a separate investment portfolio and the
investment performance of one portfolio has no effect on the investment
performance of any other portfolio. Some of the Funds may, in the future,
create additional portfolios.

Each of the Funds sells its shares to Account 4 in accordance with the
terms of a participation agreement between the Fund and Life of Virginia.
The termination provisions of those agreements vary. A summary of these
termination provisions may be found in the Statement of Additional
Information. Should an agreement between Life of Virginia and a Fund
terminate, the Account will not be able to purchase additional shares of
that Fund. In that event, Policyowners will no longer be able to allocate
Account Values or premium payments to Investment Subdivisions investing in
portfolios of that Fund.

Additionally, in certain circumstances, it is possible that a Fund or a
portfolio of a Fund may refuse to sell its shares to Account 4 despite the
fact that the participation agreement between the Fund and Life of Virginia
has not been terminated. Should a Fund or a portfolio of a Fund decide not
to sell its shares to Life of Virginia, Life of Virginia will be unable to
honor policyowner requests to allocate their account values or premium
payments to Investment Subdivisions investing in shares of that Fund or
portfolio.

Certain Investment Subdivisions invest in portfolios that have similar
investment objectives and/or policies; therefore, before choosing
Investment Subdivisions, carefully read the individual prospectuses for the
Funds, along with this prospectus.

Variable Insurance Products Fund

Variable Insurance Products Fund ("VIPF") currently has five portfolios:
Money Market Portfolio, High Income Portfolio, Equity-Income Portfolio,
Growth Portfolio, and Overseas Portfolio.

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.

High Income Portfolio seeks to obtain a high level of current income by
investing primarily in high-yielding, lower-rated fixed-income securities,
while also considering growth of capital.

Equity-Income Portfolio seeks reasonable income by investing primarily in
income-producing equity securities. In choosing these securities, the
Portfolio will also consider the potential for capital appreciation. The
Portfolio's goal is to achieve a yield which exceeds the composite yield on
the securities comprising the Standard & Poor's Composite Index of 500
Stocks.

Growth Portfolio seeks to achieve capital appreciation. The Portfolio
normally purchases common stocks, although its investments are not
restricted to any one type of security. Capital appreciation may also be
found in other types of securities, including bonds and preferred stocks.

Overseas Portfolio seeks long-term growth of capital primarily through
investments in foreign securities. The Portfolio provides a means for
investors to diversify their own portfolios by participating in companies
and economies outside of the United States.

Fidelity Management & Research Company ("FMR") serves as investment
adviser to VIPF.

Variable Insurance Products Fund II

Variable Insurance Products Fund II ("VIPF II") currently has five
portfolios, two of which, Asset Manager Portfolio and Contrafund Portfolio,
are available to Policyowners through Separate Account 4. THE CONTRAFUND
PORTFOLIO IS NOT AVAILABLE IN CONNECTION WITH POLICIES ISSUED TO CALIFORNIA
POLICYOWNERS.

Asset Manager Portfolio seeks high total return with reduced risk over
the long-term by allocating its assets among domestic and foreign stocks,
bonds and short-term fixed income instruments.

<PAGE>

Contrafund Portfolio seeks capital appreciation by investing in
securities of companies believed to be undervalued or out-of-favor.

FMR serves as investment advisor to VIPF II.

Neuberger & Berman Advisers Management Trust

Neuberger & Berman Advisers Management Trust, ("AMT") which is managed by
Neuberger & Berman Management Incorporated, currently has seven portfolios,
three of which, the Balanced Portfolio, the Growth Portfolio and the
Limited Maturity Bond Portfolio are available to Policyowners through
Account 4.

Balanced Portfolio has the investment objective of long term capital
growth and reasonable current income without undue risk to principal. The
Balanced Portfolio will seek to achieve its objective through investment of
a portion of its assets in common stocks and a portion of its assets in
debt securities.

Growth Portfolio seeks capital growth through investments in common
stocks of companies that the Investment Adviser believes will have above
average earnings or otherwise provide investors with above average
potential for capital appreciation. To maximize this potential, the
Investment Adviser may also utilize, from time to time, securities
convertible into such common stocks, warrants and options to purchase such
stocks.

Limited Maturity Bond Portfolio's primary investment objective is the
highest current income consistent with low risk to principal and liquidity.
As a secondary objective, the Limited Maturity Bond Portfolio also seeks to
enhance its total return through capital appreciation when market factors,
such as falling interest rates and rising bond prices, indicate that
capital appreciation may be available without significant risk to
principal.

Life of Virginia Series Fund, Inc.

The Life of Virginia Series Fund, Inc. ("Life of Virginia Series Fund")
currently has six portfolios: the Common Stock Index Portfolio, the
Government Securities Portfolio, the Money Market Portfolio, the Total
Return Portfolio, and the International Equity Portfolio, and the Real
Estate Securities Portfolio. THE INTERNATIONAL EQUITY PORTFOLIO AND THE
REAL ESTATE SECURITIES PORTFOLIO ARE NOT AVAILABLE IN CONNECTION WITH
POLICIES ISSUED TO CALIFORNIA POLICYOWNERS.

Money Market Portfolio has the investment objective of providing the
highest level of current income as is consistent with high liquidity and
safety of principal by investing in high quality money market securities.

Government Securities Portfolio has the investment objective of seeking
high current income and protection of capital through investments in
intermediate and long-term debt instruments issued or guaranteed by the
U.S. Government, its agencies or instrumentalities.

Common Stock Index Portfolio has the investment objective of providing
capital appreciation and accumulation of income that corresponds to the
investment return of the Standard & Poor's 500 Composite Stock Price Index,
through investment in common stocks traded on the New York Stock Exchange
and the American Stock Exchange, to a limited extent, in the
over-the-counter markets.

Total Return Portfolio has the investment objective of providing the
highest total return, composed of current income and capital appreciation,
as is consistent with prudent investment risk by investing in common
stocks, bonds and money market instruments, the proportion of each being
continuously determined by the investment adviser.

International Equity Portfolio has the investment objective of providing
long-term capital appreciation. The Portfolio seeks to achieve its
objective by investing primarily in equity and equity-related securities of
companies that are organized outside of the U.S. or whose securities are
principally traded outside of the U.S.

Real Estate Securities Portfolio has the investment objective of
providing maximum total return through current income and capital
appreciation. The Portfolio seeks to achieve its objective by investing
primarily in securities of U.S. issuers that are principally engaged in or
related to the real estate industry including those that own significant
real estate assets. The Portfolio will not invest directly in real estate.

Aon Advisors, Inc. serves as investment adviser to the Life of Virginia
Series Fund, Inc.

<PAGE>

Oppenheimer Variable Account Funds

The Oppenheimer Variable Account Funds ("OVAF") currently has nine
portfolios, six of which are currently available to Policyowners through
Account 4: Oppenheimer Money Fund, Oppenheimer High Income Fund,
Oppenheimer Bond Fund, Oppenheimer Capital Appreciation Fund, Oppenheimer
Growth Fund, and Oppenheimer Multiple Strategies Fund.

Oppenheimer Money Fund seeks the maximum current income from investments
in "money market" securities consistent with low capital risk and the
maintenance of liquidity.

Oppenheimer High Income Fund seeks a high level of current income from
investments in high yield fixed income securities, including unrated
securities or high risk securities in the lower rating categories. These
securities may be considered to be speculative.

Oppenheimer Bond Fund primarily seeks a high level of current income from
investment in high yield fixed income securities rated "Baa" or better by
Moody's or "BBB" or better by Standard & Poor's. Secondarily, it seeks
capital growth when consistent with its primary objective.

Oppenheimer Capital Appreciation Fund seeks to achieve capital
appreciation by investing in "growth-type" companies.

Oppenheimer Growth Fund seeks to achieve capital appreciation by
investing in securities of well-known established companies.

Oppenheimer Multiple Strategies Fund seeks a total investment return
(which includes current income and capital appreciation in the value of its
shares) from investments in common stocks and other equity securities,
bonds and other debt securities, and "money market" securities.

Oppenheimer Management Corporation serves as investment adviser to the
OVAF.

Janus Aspen Series

The Janus Aspen Series ("JAS") currently has seven portfolios, three of
which are currently available to Policyowners through Separate Account 4:
Growth Portfolio, Aggressive Growth Portfolio, and Worldwide Growth
Portfolio.

Growth Portfolio has the investment objective of long-term capital growth
in a manner consistent with the preservation of capital. The Growth
Portfolio is a diversified portfolio that pursues its objective by
investing in common stocks of issuers of all sizes. Generally, this
Portfolio emphasizes issuers with larger market capitalizations.

Aggressive Growth Portfolio has the investment objective of long-term
capital growth in a manner consistent with the preservation of capital.
The Aggressive Growth Portfolio will seek to achieve its objective by
normally maintaining an average market capitalization between $1 billion
and $5 billion.

Worldwide Growth Portfolio has the investment objective of long-term
capital growth in a manner consistent with the preservation of capital.
The Worldwide Growth Portfolio will seek to achieve its objective by
investing in a diversified portfolio of common stocks of foreign and
domestic issuers of all sizes. The Portfolio normally invests in issuers
from at least five different countries including the United States.

Janus Capital Corporation serves as investment adviser to JAS.

<PAGE>

Insurance Management Series

The Insurance Management Series ("IMS") currently has five portfolios,
two of which, Utility Fund and Corporate Bond Fund, are available to
policyowners through Separate Account 4. THE UTILITY FUND AND THE
CORPORATE BOND FUND ARE NOT AVAILABLE IN CONNECTION WITH POLICIES ISSUED TO
CALIFORNIA POLICYOWNERS.

Utility Fund has the investment objective of high current income and
moderate capital appreciation. The Utility Fund will seek to achieve its
objective by investing primarily in equity and debt securities of utility
companies.

Corporate Bond Fund has the investment objective of high current income.
The Corporate Bond Fund will seek to achieve its objective by investing
primarily in a diversified portfolio of professionally managed fixed-income
securities. The fixed income securities in which the Fund intends to
invest are lower-rated corporate debt obligations, commonly referred to as
"junk bonds." The risks of these securities are described in the
prospectus for the IMS, which should be read carefully before investing.

Federated Advisers serves as investment adviser to IMS.

THERE IS NO ASSURANCE THAT THE STATED OBJECTIVES
AND POLICIES OF ANY OF THE FUNDS WILL BE ACHIEVED.

More detailed information concerning the investment objectives and
policies of the Funds and the investment advisory services and charges can
be found in the current prospectuses for the Funds which accompany or
precede this Prospectus and the Funds' current statements of additional
information. A current prospectus for each Fund can be obtained by writing
or calling Life of Virginia at its Home Office. The prospectus for each
Fund should be read carefully before any decision is made concerning the
allocation of Premium Payments or transfers among the Investment
Subdivisions.

Resolving Material Conflicts

The Funds are used as investment vehicles for both variable life
insurance and variable annuity policies issued by Life of Virginia. In
addition, all of the Funds, other than the Life of Virginia Series Fund,
Inc., are also available to registered separate accounts of insurance
companies other than Life of Virginia offering variable annuity and
variable life policies. As a result, there is a possibility that an
irreconcilable material conflict may arise between the interests of
Policyowners owning Policies whose account values are allocated to Account
4 and of policyowners owning policies whose Account Values are allocated to
one or more other separate accounts investing in any one of the Funds.

In addition, Neuberger & Berman Advisers Management Trust, Janus Aspen
Series and Life of Virginia Series Fund, Inc. may sell shares to certain
retirement plans. As a result, there is a possibility that a material
conflict may arise between the interests of policyowners generally or
certain classes of policyowners, and such retirement plans or participants
in such retirement plans.

In the event of a material conflict, Life of Virginia will take any
necessary steps, including removing Account 4 from the Fund, to resolve the
matter. See the individual Fund Prospectus for greater details.

TOTAL RETURN AND YIELDS

From time to time, Life of Virginia may advertise total return and/or
yield for the Investment Subdivisions. These figures are based on
historical earnings and do not indicate or project future performance.
Each Investment Subdivision may, from time to time, advertise performance
relative to certain performance rankings and indices compiled by
independent organizations. More detailed information as to the calculation
of performance information appears in the Statement of Additional
Information.

Total returns and yields for the Investment Subdivision are based on the
investment performance of the corresponding investment portfolios of the
Funds. Each portfolio's performance in part reflects its expenses.

Total return for an Investment Subdivision refers to quotations made
assuming that an investment under a Policy has been held in that Investment
Subdivision for various periods of time including, but not limited to, a
period measured from the date the Investment Subdivision commenced
operations. When an Investment Subdivision has been in operation for one,
five, and ten years, respectively, the total return for these periods will
be provided.

<PAGE>

An average annual total return quotation represents the average annual
compounded rate of return that would equate a hypothetical initial
investment of $1,000 (as of the first day of the period for which the total
return quotation is provided) to the redemption value of that investment
(as of the last day of the period). Such quotations show the average
annual percentage change in the value of a hypothetical investment during
the periods specified. The standardized version of average annual total
return reflects all historical investment results, less all charges and
deductions applied against the Investment Subdivision (including any
surrender charge that would apply if an Owner terminated the Policy at the
end of each period indicated, but excluding any deductions for premium
taxes).

In addition to the standardized version described above, total return
performance quotations computed on non-standard bases may be used in
advertisements. For example, average annual total return information may
be presented, computed on the same basis as described above, except
deductions will not include sales or administrative charges. Average
annual total returns that exclude sales or administration expenses, or
both, will be greater than standardized average annual total returns for
comparable periods. Life of Virginia may from time to time disclose
average annual and/or cumulative total return in other non-standard
formats.

Life of Virginia may also disclose standard and non-standard total return
for periods prior to the date Account 4 commenced operations. For such
periods, standard performance information for Policies funded by the
Investment Subdivisions will be calculated based on the performance of the
investment portfolios and the assumption that the Investment Subdivisions
were in existence for the same periods as those indicated for the
corresponding investment portfolios, with the level of Account 4 and Policy
charges that were in effect at the inception of the Investment
Subdivisions.

The yield of a "money market" Investment Subdivision refers to the income
generated by an investment in that Investment Subdivision over a specified
seven-day period, which is then annualized. Yield is calculated by
assuming that the income generated for that seven-day period is generated
each seven-day period over a 52-week period. The effective yield is
calculated similarly but the income earned by an investment in that money
market Subdivision is assumed to be reinvested each period. The effective
yield will be slightly higher than the yield because of the compounding
effect of this assumed reinvestment.

The yield of an Investment Subdivision (other than a "money market"
Subdivision) refers to the income generated by an investment in that
Investment Subdivision over a specified 30-day (or one-month) period. The
income generated over the period is assumed to be generated and reinvested
each month for six months. The resulting semi-annual yield is then
doubled.

Non-standard performance data will only be disclosed if the standard
performance data for the required periods is also disclosed. For
additional information regarding the calculation of performance data,
please refer to the Statement of Additional Information.

In advertising and sales literature, the performance of each Investment
Subdivision may be compared to the performance of other variable annuity
issuers in general or to the performance of particular types of variable
annuities investing in mutual funds, or investment portfolios of mutual
funds with investment objectives similar to each of the Investment
Subdivisions. Lipper Analytical Services, Inc. ("Lipper") and the Variable
Annuity Research Data Service ("VARDS") are independent services which
monitor and rank the performance of variable annuity issuers in each of the
major categories of investment objectives on an industry-wide basis.

Lipper's rankings include variable life insurance issuers as well as
variable annuity issuers. VARDS rankings compare only variable annuity
issuers. The performance analyses prepared by Lipper and VARDS each rank
such issuers on the basis of total return, assuming reinvestment of
distributions, but do not take sales charges, redemption fees, or certain
expense deductions at the separate account level into consideration. In
addition, VARDS prepares risk adjusted rankings, which consider the effects
of market risk on total return performance. This type of ranking provides
data as to which funds provide the highest total return within various
categories of funds defined by the degree of risk inherent in their
investment objectives.

Advertising and sales literature may also compare the performance of each
Investment Subdivision to various widely recognized indices. One such
index is the Standard & Poor's 500 Composite Stock Price Index, a measure
of stock market performance. This unmanaged index does not consider tax
consequences or the expense of operating or managing an investment
portfolio, and may not consider reinvestment of income dividends.

Life of Virginia may also report other information including the effect
of tax-deferred compounding on an Investment Subdivision's investment
returns, or returns in general, which may be illustrated by tables, graphs,
or charts. All income and capital gains derived from the Investment
Subdivisions' investments in the Funds are reinvested on a tax-deferred
basis.
<PAGE>

THE POLICY

The Policy is an individual flexible premium variable deferred annuity
policy. The rights and benefits of the Policy are described below and in
the Policies. There may be differences in your Policy because of
requirements of the state where your Policy is issued. Any such
differences will be included in your Policy.

Purchasing the Policies

Individuals wishing to purchase a Policy must complete an application and
submit it to an authorized registered agent or to Life of Virginia at its
Home Office (6610 W. Broad Street, Richmond, Virginia 23230). The minimum
initial Premium Payment required under the Policy is $5,000, however in
certain cases where a policy is being offered to members of a group of
individuals, Life of Virginia may agree to waive the $5,000 initial premium
requirement. Acceptance of an application is subject to Life of Virginia's
rules, and Life of Virginia reserves the right to reject any application or
initial Premium Payment for any lawful reason and in a manner such that
similarly situated purchasers are treated in a consistent manner and unfair
discrimination is avoided.

If the application can be accepted in the form received, the initial Net
Premium Payment will be credited within two Valuation Periods after the
later of receipt of the application or receipt of the initial Premium
Payment. If the initial Premium Payment cannot be credited within five
Business Days after receipt by Life of Virginia because the application is
incomplete, Life of Virginia will contact the applicant, explain the reason
for the delay, and refund the initial Premium Payment immediately, unless
the applicant specifically consents to Life of Virginia retaining the
initial Premium Payment until the application is made complete. If Life of
Virginia retains the initial Premium Payment, it will be credited within
two Valuation Periods after the necessary requirements are fulfilled.

The Policyowner may make Additional Premium Payments at any time before
Income Payments begin. Subject to applicable state requirements,
Additional Premium Payments must be for $1,000 or more if the policy is a
Non-Qualified policy, $50 or more if the policy is an IRA Policy, and $100
or more if the policy is a Qualified Policy other than an IRA Policy.
Additional Premium Payments made under Qualified Policies are limited to
proceeds from certain qualified plans. Additional Net Premium Payments are
credited as of the next close of business (on a Business Day) following
receipt of the payment at the Home Office.

The Policy Date is generally the date on which both the application and
initial Premium Payment have been received and accepted by Life of Virginia
at its Home Office and is set forth in the Policy. If the Policy Date
would otherwise fall on the 29th, 30th, or 3lst day of a month, the Policy
Date will be the 28th.

"Policy Years" for the initial Premium Payment are measured from the
Policy Date. With regard to the determination of charges attributable to
Additional Premium Payments, however, "years" are measured from the first
Monthly Anniversary Day coincident with or following receipt of the
Additional Premium Payment. (See Sales Charges, p. 32.)

Allocation of Net Premium Payments

The Policyowner, by written instructions, allocates Net Premium Payments
among the Investment Subdivisions. The Policyowner may allocate Net
Premium Payments totally to one Investment Subdivision of Account 4, or
partially to any one of the available Investment Subdivisions; however, at
any one point in time, the Account Value may not be invested in more than
seven Investment Subdivisions. No less than 10% of each Net Premium
Payment may be allocated to any one Investment Subdivision.

In those states which require that Premium Payments be returned during
the right to examine Policy period (see Examination of Policy (Refund
Privilege), p. 28), during an initial period commencing on the date the
initial Net Premium Payment is credited to the Policy, Net Premium Payments
will be placed in the Investment Subdivision that invests exclusively in
the Money Market Portfolio of the Life of Virginia Series Fund, Inc. The
Premium Payments will remain in that subdivision until the earlier of 15
calendar days from the date the initial Net Premium Payment is credited to
the Policy or, if the Policy is not accepted by the Policyowner, when all
amounts due are refunded. At the end of the 15-day period, the Account
Value at that time, and all subsequent Net Premium Payments, will be
allocated among the Investment Subdivisions in accordance with the
Policyowner's instructions.

The Policyowner may change the allocation of subsequent Net Premium
Payments at any time, without charge, by sending acceptable written notice
to Life of Virginia at its Home Office. The allocation will apply to any
Net Premium Payments received after Life of Virginia records the change.
The Account Value will vary with the investment performance of the
Investment Subdivisions the Policyowner selects, and the Policyowner bears
the entire investment risk for the Account Value in any particular
Investment Subdivision. The allocation of Net Premium Payments will affect
not only the Account Value prior to the Maturity Date, but it may also
affect the Death Benefit payable upon the Annuitant's death. The
Policyowner should periodically review his allocation of Account Value in
light of market conditions and overall financial planning requirements.

<PAGE>

Accumulation of Account Value

The Policy provides for an accumulation of Account Value prior to the
Maturity Date. The Account Value equals the sum of the amounts allocated
under the Policy to each Investment Subdivision. Account Value will be
determined on a daily basis and will reflect a number of factors, including
Premium Payments, partial surrenders, transfers, charges assessed in
connection with the Policy, and the investment performance of the shares
purchased by the Investment Subdivisions to which the Account Value is
allocated. There is no guaranteed minimum Account Value.

On the date the initial Net Premium Payment is received and accepted by
Life of Virginia, the Account Value equals the initial Net Premium Payment.
Thereafter, prior to the Maturity Date, the Account Value in each
Investment Subdivision is determined by multiplying the number of
Accumulation Units in that Investment Subdivision credited to the Policy by
the current value of an Accumulation Unit for that Investment Subdivision.
The number of Accumulation Units is increased by any Additional Net Premium
Payments and any transfers into that Investment Subdivision and decreased
by the distribution expense charge, the policy maintenance charge, any
transfers out of that Investment Subdivision, and any full or partial
surrenders.

Value of Accumulation Units

The Accumulation Units of each Investment Subdivision are valued
separately. The value of Accumulation Units will change each Valuation
Period according to the investment performance of the shares purchased by
each Investment Subdivision and the deduction of certain charges from
Account 4.

For each Investment Subdivision, the value of an Accumulation Unit for
the first Valuation Period was $10. The value of an Accumulation Unit in
an Investment Subdivision for each subsequent Valuation Period equals the
value of the Accumulation Unit as of the immediately preceding Valuation
Period, multiplied by the Net Investment Factor for that Investment
Subdivision for the Valuation Period for which the Accumulation Unit Value
is being calculated. The Net Investment Factor is a number representing
the change in the value of Investment Subdivision assets on successive
Business Days due to investment income, realized or unrealized capital
gains or losses, deductions for taxes, if any, and deductions for the
mortality and expense risk charge.

The value of an Accumulation Unit for a Valuation Period is the same for
each day in the period.

Transfers

Before Income Payments begin, the Policyowner may transfer amounts among
the Investment Subdivisions that are available at the time of the request
by sending a written request to the Home Office. Telephone transfers are
subject to Life of Virginia's administrative requirements. The transfer
will be effective as of the end of the Valuation Period during which the
request is received at the Home Office.

Currently, there is no limit to the number of transfers that may be made;
however, Life of Virginia reserves the right to limit, upon written notice,
the number of transfers to twelve each calendar year or, if it is necessary
in order that the Policy will continue to receive annuity treatment by the
Internal Revenue Service, a lower number.

The first transfer in each calendar month will be made without charge.
Thereafter, each time a transfer is made, a transfer charge of $10 will be
deducted from the amount transferred. The transfer charge is Life of
Virginia's estimate of the average actual cost of present and future
typical transfers; Life of Virginia does not expect to make a profit from
the process of executing transfers. Once a Policy is issued, the amount of
the transfer charge is guaranteed for the life of the Policy.

After Income Payments begin, if Variable Income Payments are being made,
Annuity Units may be transferred among the Investment Subdivisions at the
payee's request once each calendar year. No transfer charge will be
imposed on such transfers. The transfer will be effective as of the end of
the Valuation Period during which Life of Virginia receives written request
at its Home Office. The Income Payment amount on the date of the transfer
will not be affected by the transfer, although subsequent Variable Income
Payments will reflect the investment experience of the selected Investment
Subdivisions.

Where permitted by state law, Life of Virginia reserves the right to
refuse to execute any transfer, whether requested before or after income
payments begin, if any of the Investment Subdivisions that would be
affected by the transfer are unable to purchase or redeem shares of the
mutual funds in which they invest.

<PAGE>

Telephone Transfers

Life of Virginia permits telephone transfers and may be liable for losses
resulting from unauthorized or fraudulent telephone transfers if it fails
to employ reasonable procedures to confirm that the telephone instructions
that it receives are genuine. Therefore, Life of Virginia will employ
means to prevent unauthorized or fraudulent telephone requests, such as
sending written confirmation, recording telephone requests, and/or
requesting other identifying information. In addition, Life of Virginia
may require written authorization before allowing Policyowners to make
telephone transfers.

To request a telephone transfer, Policyowners should call Life of
Virginia's Telephone Transfer Line at 800-772-3844. Life of Virginia will
record all telephone transfer requests. Transfer requests received at
least one hour prior to the close of the New York Stock Exchange will be
executed that business day at that day's prices. Requests received after
that time will be executed on the next business day at that day's prices.

Dollar-Cost Averaging

Policyowners may elect to have Life of Virginia automatically transfer
specified amounts from one of certain designated Investment Subdivisions of
Account 4 to any other available Investment Subdivision(s) on a monthly or
quarterly basis. This privilege is intended to permit policyowners to
utilize "Dollar-Cost Averaging," a long-term investment method that
provides for regular level investments over a period of time. Life of
Virginia makes no representations or guarantees that Dollar-Cost Averaging
will result in a profit or protect against loss.

Policyowners must complete the Dollar-Cost Averaging section of the
application or a Dollar-Cost Averaging Agreement in order participate in
the Dollar-Cost Averaging program. Currently, the Investment Subdivisions
available to allocate money for the purpose of Dollar-Cost Averaging
include each of the Money Market Investment Subdivisions and the
subdivision which invests in the Limited Maturity Bond Portfolio of the
Neuberger & Berman Advisers Management Trust. Money may be allocated to
one of these subdivisions as initial premium, additional premium or in the
form of a transfer from other Investment Subdivisions within Account 4.
Any amount allocated must conform to the minimum amount and percentage
requirements, (see Purchasing the Policies, and Allocation of Net Premium
Payments, p. 25.)

Dollar-Cost Averaging will continue until the entire Account Value in the
subdivision designated for Dollar-Cost Averaging is depleted. Prior to
that time, the policyowner may discontinue Dollar-Cost Averaging by sending
Life of Virginia a written cancellation notice. Policyowners may make
changes to their Dollar-Cost Averaging program by calling Life of
Virginia's Telephone Transfer Line at 800-772-3844. Also, Life of Virginia
reserves the right to discontinue Dollar-Cost Averaging upon 30 days
written notice to the policyowner.

For policies issued on or after November 14, 1994, as an alternative to
the dollar-cost averaging program described above, policyowners may elect
to have Life of Virginia automatically transfer specified amounts from the
Guarantee Account to any available Investment Subdivision on a monthly or
quarterly basis. To make the election, policyowners must complete the
Dollar-Cost Averaging section of the application or a Dollar-Cost Averaging
Agreement. Money may be allocated to the Guarantee Account as an initial
or subsequent premium or in the form of a transfer of Account Value from
one or more Investment Subdivisions. Such allocations must comply with all
applicable minimum amount and percentage requirements (see Purchasing the
Policies and Allocation of Net Premium Payments, p. 25) as well as rules
applicable to transfers to the Guarantee Account. Apart from automatic
transfers under the Dollar-Cost Averaging Agreement, all rules regarding
transfers from the Guarantee Account will apply.

Policyowners may designate the amount of value under the policy allocated
to the Guarantee Account that is subject to the dollar-cost averaging
program. Life of Virginia reserves the right to limit the amount of each
automatic transfer to 10% per month of the amount so designated.

Automatic transfers from the Guarantee Account, as described above, will
be made on a first-in-first-out basis until the entire value of the
designated amount in the Guarantee Account is depleted. Prior to that
time, a policyowner may discontinue such automatic transfers by sending
Life of Virginia a written notice. Life of Virginia reserves the right to
discontinue or modify the alternative Dollar-Cost Averaging program at any
time for any reason on 30 days written notice to the policyowner.

<PAGE>

Powers of Attorney

As a general rule and as a convenience to Policyowners, Life of Virginia
allows the use of powers of attorney whereby Policyowners give third
parties the right to effect account value transfers on behalf of the
Policyowners. However, when the same third party possesses powers of
attorney executed by many Policyowners, the result can be simultaneous
transfers involving large amounts of Account Value. Such transfers can
disrupt the orderly management of the Funds, can result in higher costs to
Policyowners, and are generally not compatible with the long-range goals of
purchasers of the Policies. Life of Virginia believes that such
simultaneous transfers effected by such third parties are not in the best
interests of all shareholders of the Funds and this position is shared by
the managements of those Funds.

Therefore, to the extent necessary to reduce the adverse effects of
simultaneous transfers made by third parties holding multiple powers of
attorney, Life of Virginia may not honor such powers of attorney and has
instituted or will institute procedures to assure that the transfer
requests that it receives have, in fact, been made by the Policyowners in
whose names they are submitted. However, these procedures will not prevent
Policyowners from making their own Account Value transfer requests.

Examination of Policy (Refund Privilege)

The Policyowner may examine the Policy and return it for a refund within
10 days after it is received. Unless state law requires that Premium
Payments be returned as the refund, the amount of the refund will equal the
Account Value with any adjustments required by applicable law or regulation
(and without reduction by any surrender charges) on the date Life of
Virginia receives the Policy. If state law requires that Premium Payments
be returned, the amount of the refund will equal the greater of (1) the
Account Value (without reduction of any surrender charges) plus any amount
deducted from the Premium Payments prior to allocation to Account 4 or (2)
the Premium Payments made. In certain states the Policyowner may have more
than 10 days to return the policy for a refund. A Policyowner wanting a
refund should return the Policy to Life of Virginia at its Home Office.

DISTRIBUTIONS UNDER THE POLICY

Surrender

The Policyowner may surrender the Policy at any time, in part or in full,
before Income Payments begin by sending a written request, along with the
Policy, to Life of Virginia at its Home Office. Life of Virginia will not
permit a partial surrender that is less than $500 or that reduces the
Account Value of the Policy to less than $5,000.

The amount payable on complete surrender of the Policy is the Surrender
Value at the end of the Valuation Period during which the request is
received. The Surrender Value equals the Account Value on the date Life of
Virginia receives a request for surrender less any applicable surrender
charge. (See Surrender Charge, p. 32.) Any premium tax paid by Life of
Virginia which has not been previously deducted may also be deducted from
the Surrender Value. The Surrender Value may be paid in a lump sum or
under one of the optional payment plans specified in the Policy. (See
Optional Payment Plans, p. 35.) Proceeds will generally be paid within
seven days of receipt of a request for a surrender. Postponement of
payments may occur in certain circumstances. (See Payment Under the
Policies, p. 45.)

Upon partial surrender, the Policyowner may indicate, in writing, from
which Investment Subdivisions the Account Value is to be transferred. If
no such written instruction is received with the partial surrender request,
the Account Value transferred out will be transferred from the Investment
Subdivisions in the same proportion that the Account Value in each
Investment Subdivision bears to the total Account Value on the date Life of
Virginia receives the written request. A portion of the Policy's surrender
charge may be assessed at the time a partial surrender is made. Any
applicable surrender charge will be deducted from the amount surrendered.
(See Surrender Charge, p. 32.)

Surrenders and partial surrenders may have federal tax consequences.
(See Federal Tax Matters, p. 38.)

Systematic Withdrawals

The Policyowner may elect to make a series of partial surrenders in equal
installments, adding up, in a 12 month period beginning with the date of
the first payment, to an amount not to exceed 10% of the Account Value,
("Systematic Withdrawals"). Systematic Withdrawals will be available only
if no partial surrender has occurred during the 12 months prior to the date
that Systematic Withdrawals are to commence. If a Systematic Withdrawal
program is discontinued, a new program may not be instituted until 12
months after the first payment that was made under the discontinued
program. A surrender charge will not be imposed on Systematic Withdrawals.
A surrender charge will however be applied to any additional surrender(s)
made during the time Systematic Withdrawal

<PAGE>

payments are being made, unless all surrender charges have expired, (See
Surrender Charge, p. 32.). Systematic Withdrawal payments count as partial
surrenders with reduced charges (See Reduced Charges on Certain Surrenders,
p.33.).

Systematic Withdrawals will be made from any Investment Subdivisions to
which Account Value is allocated. Withdrawals will be made from each of
the designated Investment Subdivisions in the same proportion that the
Account Value in each Investment Subdivision bears to the total Account
Value in all Investment Subdivisions from which the withdrawals are to be
made. At any time while Systematic Withdrawals are being made, each of the
designated Investment Subdivisions from which withdrawals are being made
must count as one of the seven Investment Subdivisions to which the Account
Value of the policy may be allocated at any one time (See Allocation of Net
Premiums, p. 25.).

After a series of Systematic Withdrawals has begun, the frequency and/or
amount of payments may be changed upon request by the Policyowner, subject
to the following rules:

1) only one such change may be requested in a calendar quarter;

2) if the maximum amount was not elected at the time the current series
of Systematic Withdrawals was initiated, the remaining payments may
be increased;

3) the total amount to be withdrawn during that 12-month period,
including amounts already paid, remains limited to 10% of the
Account Value at the time the current series of Systematic Withdrawals was
initiated; and

4) if the current series of Systematic Withdrawals is discontinued, any
remaining payments in the current 12-month period will be paid in a
lump sum on request.

Systematic Withdrawals may be discontinued at any time by the Policyowner
by notifying Life of Virginia in writing. Life of Virginia reserves the
right to discontinue Systematic Withdrawals upon 30 days written notice to
Policyowners. Otherwise, payments will continue until the earlier of (i)
the date on which a Systematic Withdrawal reduces the Account Value for the
entire policy below $5,000, or (ii) the date on which the total Account
Value in all Investment Subdivisions designated for Systematic Withdrawals
is insufficient to provide further payments on the mode in effect.

If any Systematic Withdrawal would be or becomes less than $50, Life of
Virginia reserves the right to reduce the frequency of payments to an
interval that would result in each payment being at least $50. Life of
Virginia also reserves the right to prohibit simultaneous Systematic
Withdrawals and Dollar-Cost Averaging, (see Dollar-Cost Averaging, p. 27.).
Additional rules regarding Systematic Withdrawals, available payment modes,
and instructions for electing this option are available upon request.

The amount of each Systematic Withdrawal should be considered as a
distribution and taxed in the same manner as a partial surrender of the
Policy. However, there is some uncertainty regarding the tax treatment of
Systematic Withdrawals, and it is possible that additional amounts may be
includible in income. In addition, a 10% penalty tax may, subject to
certain exceptions, be imposed on any amounts includible in income due to
Systematic Withdrawals. It is uncertain whether Systematic Withdrawals
would qualify for an exception to this penalty tax for a series of
substantially equal periodic payments made over the life (or life
expectancy) of the recipient or the joint lives (or joint life
expectancies) of the recipient and his or her beneficiary. For more
information, see the "Federal Tax Matters" discussion of Systematic
Withdrawals on page 40.

Systematic Withdrawals are currently available only to Policies issued on
or after March 1, 1992, and may not be available in all markets or through
all distribution systems, (See Distribution of the Policies, p. 45.).

Death Provisions

Designated Beneficiary. If the Owner, Joint Owner, or the Annuitant dies
while the Policy is in force and prior to the Maturity Date, the Designated
Beneficiary will be treated as the sole owner of the Policy following such
a death, subject to the distribution rules set forth below. The Designated
Beneficiary will be the first person named as follows who is alive or in
existence on the date of the death of the Owner, Joint Owner or the
Annuitant: Owner, Joint Owner, Beneficiary, Contingent Beneficiary, and if
no one else is alive, the Owner's estate. If Joint Owners both survive,
they become the Designated Beneficiary together.

If there is more than one Designated Beneficiary, each Designated
Beneficiary will be treated separately according to each Designated
Beneficiary's portion of the Policy for purposes of the Policy's death
provisions.

<PAGE>

Distribution Rules. If the Designated Beneficiary is the surviving
spouse of the deceased Owner, Joint Owner or Annuitant, the surviving
spouse may continue the Policy as the Owner. In addition, that person will
also become the Annuitant if the deceased was the Annuitant, there is no
surviving Contingent Annuitant, and the Policy has not been surrendered for
the Death Benefit described below which is available at the Annuitant's
death.

If the Designated Beneficiary is not the surviving spouse of the deceased
Owner, Joint Owner or Annuitant, then, upon receipt of Due Proof of Death,
Life of Virginia will pay the Surrender Value in one lump sum payment to,
or for the benefit of, the Designated Beneficiary. Instead of receiving a
lump sum distribution, the Designated Beneficiary may elect: (1) to
receive the Surrender Value at any time during the five year period
following the date of death of the Owner, Joint Owner or Annuitant (by
partially or totally surrendering the Policy), or (2) to apply the
Surrender Value under optional payment plan 1 or 2 (described beginning on
page 35.) with the first payment to the Designated Beneficiary being made
within one year after the date of death of the Owner, Joint Owner or
Annuitant, and the remaining payments being made over the life of the
Designated Beneficiary or over a period not exceeding the Designated
Beneficiary's life expectancy.

If the entire Surrender Value has not been paid to the Designated
Beneficiary by the end of this five year period following the date of the
death of the Owner, Joint Owner or Annuitant and payments have not begun in
accordance with (2) above, then in accordance with Code requirements and
the earlier election, Life of Virginia will terminate the Policy at the end
of that five year period and will pay the Surrender Value to, or for the
benefit of, the Designated Beneficiary. If the Designated Beneficiary dies
before the required payments have been made, the Designated Beneficiary
will not be treated as an Owner of the Policy for purposes of these death
provisions, and Life of Virginia will make any remaining payments to any
person named in writing by the Designated Beneficiary; otherwise, Life of
Virginia will pay the Designated Beneficiary's estate.

These special distribution rules will not apply after the death of the
Annuitant if the Annuitant was not also an Owner of the Policy, all owners
of the Policy are natural persons, and a Contingent Annuitant was or is
named. If this occurs, the Designated Beneficiary may continue the Policy
as the Owner.

These death provisions are designed to comply with the Code requirement
that if the Owner dies before the Maturity Date, the entire value of the
Policy must generally be distributed within five years of the date of the
Owner's death. In the case of Joint Owners, this requirement applies if
either of the Joint Owners dies before the Maturity Date. Special rules
apply to spouses of the deceased Owner. (See Statement of Additional
Information - Federal Tax Matters for a detailed description of these
rules.)

Death Benefit. If the Annuitant dies before Income Payments begin, and
he or she was age 75 or younger on the Policy Date, the Designated
Beneficiary may surrender the Policy for the Death Benefit within 90 days
of the date of such death.

During the first six Policy Years, the Death Benefit will be the greater
of: (1) the total of premiums paid reduced by the total of any partial
surrenders and their applicable surrender charges, or (2) the Account Value
on the date Life of Virginia receives Due Proof of Death. During any
subsequent six year period, the Death Benefit will be the greater of: (1)
the Death Benefit on the last day of the previous six year period, plus any
premiums paid since then, less any partial surrenders and their applicable
surrender charges since then, or (2) the Account Value on the date Due
Proof of Death is received.

In certain states, the Death Benefit available at the death of the
Annuitant will be the greater of: (1) the total of premiums paid reduced by
the total of any partial surrenders and their applicable surrender charges,
or (2) the Account Value on the date Life of Virginia receives Due Proof of
Death. This benefit will not be recalculated every six years.

If the surrender occurs more than 90 days after the Annuitant's death,
and/or if the deceased Annuitant was age 76 or older on the Policy Date,
the Surrender Value will be payable instead of the Death Benefit. If the
Policy is not surrendered, it will remain in force subject to the preceding
death provisions.

Payment of Benefits. Instead of receiving a lump sum payment, the
Designated Beneficiary may elect to receive proceeds under optional payment
plan 1 or 2 (See Income Payments, p. 35.) subject to the following: (1)
the first payment to the Designated Beneficiary must be made no later than
one year after the date of death of the Owner, Joint Owner or Annuitant,
and (2) payments must be made over the life of the Designated Beneficiary
or over a period not exceeding that person's life expectancy.

If any Owner or Joint Owner (or the Annuitant if the Owner of the Policy
is not a natural person) dies while this Policy is in force and after
Income Payments have begun, or if a Designated Beneficiary receiving Income
Payments dies after the date Income Payments have begun, payments made
under the Policy will be made at least as rapidly as under the method of
distribution in effect at the time of such death, notwithstanding any other
provision of the Policy.

<PAGE>

The above provisions are intended to be interpreted so that the Policy
will comply with the requirements of section 72(s) of the Internal Revenue
Code. For example, if the payee under an optional payment plan is
different from the Owner, such payee might be considered a "holder" of the
Policy, as this term is defined in the tax law, and, if this is the case,
the above rule (i.e. section 72(s)) prohibiting a slow-down in payments
will apply on the death of the payee. (See Federal Tax Matters, p. 38.)

Restrictions on Distributions from Certain Policies

Section 830.105 of the Texas Government Code permits participants in the
Texas Optional Retirement Program (ORP) to withdraw their interest in a
variable annuity contract issued under the ORP only upon (1) termination of
employment in the Texas public institutions of higher education, (2)
retirement, (3) death, or (4) the participant's attainment of age 70 1/2.
Accordingly, before any amounts may be distributed from the contract, proof
must be furnished to Life of Virginia that one of these four events has
occurred.

Similar restrictions apply to variable annuity contracts used as funding
vehicles for Code Section 403(b) retirement plans. Section 403(b) of the
Code provides for tax-deferred retirement savings plans for employees of
certain non-profit and educational organizations. In accordance with the
requirements of section 403(b), any policy used for a 403(b) plan will
prohibit distributions of (i) elective contributions made in years
beginning after December 31, 1988, (ii) earnings on those distributions and
(iii) earnings on amounts attributable to elective contributions held as of
the end of the last year beginning before January 1, 1989. However,
distributions of such amounts will be allowed upon death of the employee,
attainment of age 59-1/2, separation from service, disability, or financial
hardship, except that income attributable to elective contributions may not
be distributed in the case of hardship.

CHARGES AND DEDUCTIONS

Charges Against Account 4

Mortality and Expense Risk Charge. A charge will be deducted from each
Investment Subdivision to compensate Life of Virginia for certain mortality
and expense risks assumed in connection with the Policies. The charge will
be deducted daily and equals .0031690% for each day in a Valuation Period.
The effective annual rate of this charge, which is compounded daily, is
1.15% of the average daily net assets of Account 4. Of this amount,
approximately .80% is allocated to cover the mortality risks, and
approximately .35% is allocated to cover the expense risks. Life of
Virginia guarantees that this charge of 1.15% will never increase.
Nevertheless, the mortality and expense risk charge may be a source of
profit for Life of Virginia if it proves to be more than sufficient to meet
risk-related expenses over the long run.

The mortality risk assumed by Life of Virginia arises from its
contractual obligation to make Income Payments to each payee regardless of
how long all payees or any individual payee may live. Although Variable
Income Payments will vary in accordance with the investment performance of
the shares purchased by each Investment Subdivision, they will not be
affected by the mortality experience of persons receiving such payments or
of the general population. This assures each payee that neither the
longevity of fellow payees nor an improvement in life expectancy generally
will have an adverse effect on the Variable Income Payments received under
the Policy. Mortality risk also arises from the possibility that the Death
Benefit will be greater than the Account Value.

The expense risk assumed is that expenses incurred in issuing and
administering the Policies will be greater than estimated and, therefore,
will exceed the expense charge limits set by the Policies.

Taxes. Under present laws, Life of Virginia will incur state and local
taxes (other than premium or similar taxes) in several states. At present,
Life of Virginia is not making a charge for these taxes but it reserves the
right to charge for such taxes.

Because of its current status under the Code, Life of Virginia does not
expect to incur any federal income tax liability that would be chargeable
to Account 4. Based upon this expectation, no charge is being made
currently to Account 4 for federal income taxes. If, however, Life of
Virginia determines that such taxes may be incurred, it may assess a charge
for those taxes from Account 4.

Policy Maintenance Charge

A charge of $30 will be deducted annually from the Account Value of each
Policy to compensate Life of Virginia for certain administrative expenses
incurred in connection with the Policies. The charge will be deducted at
the beginning of each Policy Year. The policy maintenance charge will
compensate Life of Virginia for issuance, processing, start-up and on-going
administration expenses. These expenses include the cost of processing
applications, establishing Policy records, premium collection,
recordkeeping, processing Death Benefit claims, surrenders, partial
surrenders, transfers, and reporting and overhead costs. Life of Virginia
has set this charge at a level which is intended to recover no more than
the actual cost associated with administering the contract.

<PAGE>

Sales Charges

Life of Virginia incurs certain sales and other distribution expenses
when the Policies are issued. The majority of these expenses consist of
commissions paid for sales of these Policies; however, other distribution
expenses are incurred in connection with the printing of prospectuses,
conducting seminars and other marketing, sales, and promotional activities.
To recover a portion of these expenses, a distribution expense charge is
deducted monthly from the Account Value during the first ten years
following each Premium Payment. In addition, a charge (also referred to as
a contingent deferred sales charge) is imposed on full and certain partial
surrenders.

Life of Virginia expects to incur the majority of its distribution
expenses in the first policy year. Although the applicable percentage for
surrender charges is higher in the years immediately following the receipt
of any given Premium Payment, such a charge in any given year is not
necessarily related to actual distribution expenses incurred in that year.
Life of Virginia expects to recover any shortfall from surrender charge and
distribution expense charge revenues over the life of the Policy from Life
of Virginia's General Account, including amounts derived from the mortality
and expense risk charge and from mortality gains.

Set forth below is a general discussion of the amount and nature of each
charge, followed by a more technical explanation of how the charges are
calculated.

Distribution Expense Charge. The distribution expense charge is
computed on each Monthly Anniversary Day and will equal .0166% of that
portion of the Policy's Account Value in each Investment Subdivision on
that date attributable to each Premium Payment made during the previous
ten years. This is equivalent to an annual rate of .20%. The
distribution expense charge for a Policy Month will be allocated among
the Investment Subdivisions in the same proportion that the Policy's
Account Value in each Investment Subdivision bears to the total Account
Value in all Investment Subdivisions at the beginning of the Policy
Month. Other allocation methods may be available upon request. In no
event, however, will the sum of the cumulative distribution expense
charges previously deducted, attributable to a particular Premium
Payment, exceed 8.5% of that Premium Payment. Depending on the
investment experience of the Investment Subdivisions selected by the
Policyowner, the maximum charge of 8.5% of a Premium Payment may be
collected before the ten-year period attributable to that Premium Payment
has run.

Surrender Charge. A surrender charge (also referred to as a contingent
deferred sales charge) will be imposed on full surrenders and certain
partial surrenders that occur within six years of any Premium Payments to
cover certain expenses relating to the sale of the Policy, including
commissions to registered representatives and other promotional expenses.
This charge will be deducted from the amount surrendered. The proceeds
received upon maturity are also subject to a surrender charge if the
Maturity Date under the Policy occurs within six years of receipt of a
Premium Payment.

The amount of the surrender charge depends on the number of years that
have elapsed since receipt of the Premium Payments to which the surrender
is allocated. The surrender is first allocated to the Account Value
attributable to each Premium Payment in the order each payment was received
until the entire surrender has been allocated. All or part of the amount
allocated to each Premium Payment may be subject to a surrender charge.
For each Premium Payment, the amount subject to a surrender charge is the
lesser of (a) that portion of the surrender allocated to a particular
Premium Payment and (b) the actual Premium Payment less any partial
surrenders previously allocated to it.

The surrender charge percentage applicable to each Premium Payment is as
follows:

Number of Full Years
Between the Date of
Receipt of Premium
Payment and Date of Surrender Applicable Surrender Charge
less than 1 6%
1 6%
2 6%
3 6%
4 4%
5 2%
6 or more 0%

Thus, if all or part of a surrender is allocated to a Premium Payment
during the first four years following that Premium Payment, the applicable
percentage charge is equal to 6%. Thereafter, the charge decreases 2% per
year, so that no surrender charge is ever attributable to a particular
Premium Payment made more than six years prior to the date of the
surrender. The surrender charge is deducted from the amount payable.

<PAGE>

Reduced Charges on Certain Surrenders. If a partial surrender occurs
later than twelve months after the preceding partial surrender and is 10%
or less of the Account Value at the close of the Valuation Period during
which the surrender request is received, no surrender charge is deducted.
If a full surrender or a partial surrender is made later than twelve months
after the preceding partial surrender and is more than 10% of the Account
Value at the end of the Valuation Period during which the partial surrender
request is received, the amount of each Premium Payment that is subject to
a surrender charge is reduced by an amount equal to 10% of the Account
Value. This reduction will be taken from amounts subject to a charge
beginning with the initial Premium Payment, up to the amount subject to a
surrender charge for that Premium Payment, and continuing in the order that
Premium Payments were received until the entire reduction has been taken.

Partial and full surrenders which qualify for reduced charges as
described above are available at any time where permitted. In certain
states, surrenders qualifying for reduced charges may not be available
until after the first policy year.

Waiver of Surrender Charges in the Event of Hospital or Nursing Facility
Confinement. Surrender charges arising from a full surrender or one or
more partial surrenders occurring before income payments begin will be
waived if:

The Annuitant is, or has been confined to a state licensed or legally
operated hospital or inpatient nursing facility for at least 30
consecutive days; and

Such confinement begins at least one year after the policy date; and

The Annuitant was age 75 or younger on the policy date; and

The request for the full or partial surrender, together with proof of
such confinement is received in the Home Office of Life of Virginia
while the Annuitant is confined or within 90 days after discharge from
the facility.

The waiver of surrender charges in the event of hospital or nursing
facility confinement may not be available in all states or all markets, and
is only available to policies issued on or after May 1, 1993.

Waived Surrender Charges for Certain Payment Plans. Surrender charges
otherwise applicable will be waived if and to the extent that proceeds are
not distributed in a lump sum and are applied to optional payment plans 1,
2 (for a period of five or more years) or 5 (see p. 35.).

Limitation on Sales Charges. In no event will the cumulative surrender
charges attributable to a particular Premium Payment, when taken together
with the distribution expense charges previously deducted and attributable
to that Premium Payment, exceed 8.5% of that particular Premium Payment.
For example, in the event of a full or partial surrender, if the surrender
charge otherwise calculated will cause the sum of the sales charges to
exceed 8.5% of a particular Premium Payment, the surrender charge will be
limited so that it equals the difference between 8.5% of the Premium
Payment and the sum of the total monthly distribution expense charges and
any surrender charges previously deducted and attributable to that Premium
Payment.

Ratios Used to Calculate Sales Charges. In order to calculate the
applicable sales charges, Life of Virginia must determine that portion of
Account Value which is attributable to each Premium Payment. In order to
determine that portion of Account Value attributable to each Premium
Payment, Life of Virginia will multiply the Account Value by the ratio
associated with each particular Premium Payment. Life of Virginia
calculates and recalculates these ratios each time an Additional Premium
Payment or a partial surrender is made.

Prior to the first Additional Premium Payment or partial surrender, the
entire Account Value is attributable to the initial Premium Payment.
However, the Account Value attributable to the initial Premium Payment will
change every time an Additional Premium Payment is received or a partial
surrender is made.

The portion of the Account Value attributable to the first Additional
Premium Payment is calculated by dividing (a) by (b), where (a) is the
amount of the Additional Premium Payment and (b) is the Policy's total
Account Value immediately after receipt of the Additional Premium Payment.
Life of Virginia will use this ratio to determine the portion of Account
Value attributable to that payment until another Additional Premium Payment
or partial surrender is made.

Every time an Additional Premium Payment is made, Life of Virginia
recalculates the ratio for each Premium Payment, including the initial
Premium Payment. It does so by multiplying the last calculated ratio for
each prior Premium Payment by the difference between one and the ratio
calculated for the most recent Additional Premium Payment.

<PAGE>

Every time a partial surrender is made, Life of Virginia will redetermine
the ratio associated with each Premium Payment. The new ratio is (a) minus
(b), divided by (c), where:

(a) is the Account Value associated with the Premium Payment;
(b) is the amount of partial surrender allocated to the Premium Payment;
and
(c) is the Account Value immediately after the partial surrender.

The amount of a partial surrender allocated to a Premium Payment will
never exceed the Account Value associated with that Premium Payment.

Transfer Charges

The Policyowner may transfer amounts among the Investment Subdivisions.
Currently, there is no limit on the number of transfers that may be made;
however, Life of Virginia reserves the right to impose such a limit in the
future before Income Payments begin. Also, where permitted by state law,
Life of Virginia reserves the right to refuse to execute any transfer if
any of the Investment Subdivisions that would be affected by the transfer
are unable to purchase or redeem shares of the mutual funds in which they
invest.

The first transfer in each calendar month will be made without charge.
Thereafter, each time amounts are transferred, a transfer charge of $10
will be deducted from the amount transferred to compensate Life of Virginia
for the costs in making the transfer. Life of Virginia does not expect to
make a profit on the transfer charge. No transfer charge is imposed on
transfers occurring after Income Payments begin.

Premium Taxes

Life of Virginia may deduct a charge for any premium taxes incurred. The
premium tax rates incurred by Life of Virginia currently range from 0 to
3.5%. Any applicable premium tax charge may be deducted from either the
premium paid or from proceeds, (including benefits for surrender, maturity
and death).

Other Charges

Because Account 4 purchases shares of the Funds, the net assets of each
Investment Subdivision will reflect the investment advisory fee and other
expenses incurred by the investment portfolio of the Fund in which the
Investment Subdivision invests. For more information concerning these
charges, read the individual Fund prospectuses.

Reduction of Charges for Group Sales

The distribution expense charge and/or the surrender charge may be
reduced for sales of the Policies to a trustee, employer or similar entity
representing a group or to members of the group where such sales result in
savings of expenses incurred by Life of Virginia in connection with the
sale of the Policies. The entitlement to such a reduction in such charges
will be determined by Life of Virginia based on the following factors:

(1) The size of the group. Generally, the sales expenses for each
individual Policyowner for a larger group are less than for a smaller
group because more Policies can be implemented with fewer sales contacts
and less administrative cost.

(2) The total amount of Premium Payments to be received from a group.
Per Policy sales and other expenses are generally proportionately less on
larger purchase payments than on smaller ones.

(3) The purpose for which the Policies are purchased. Certain types of
plans are more likely to be stable than others. Such stability reduces
the number of sales contacts and administrative and other services
required, reduces sales administration and results in fewer Policy
terminations. As a result, sales and other expenses can be reduced.

(4) The nature of the group for which the Policies are being purchased.
Certain types of employee and professional groups are more likely to
continue Policy participation for longer periods than are other groups
with more mobile membership. If fewer Policies are terminated in a given
group, Life of Virginia's sales and other expenses are reduced.

(5) There may be other circumstances of which Life of Virginia is not
presently aware which could result in reduced sales expenses.

Reductions in these charges will not be unfairly discriminatory against
any person including the affected owners and all other owners of Policies
funded by Account 4. Additional information about charge reductions is
available from Life of Virginia at its Home Office.

<PAGE>

INCOME PAYMENTS

Monthly Income Benefit

Life of Virginia will pay a Monthly Income Benefit to the Owner beginning
on the Maturity Date if the Annuitant is still living. The Monthly Income
Benefit will be paid in the form of Variable Income Payments similar to
those described in Optional Payment Plan 1, Life Income with 10 Years
Certain, using the sex and age nearest birthday of the Annuitant instead of
the payee, unless another election is made by the Policyowner. Under the
Life Income with 10 Years Certain plan, if the Annuitant lives longer than
ten years, payments will continue for his or her life. If the Annuitant
dies before the end of ten years, the remaining payments for the ten year
period will be discounted at the same rate used to calculate the monthly
income. This discounted amount will be paid in one sum. During the
lifetime of the Annuitant and prior to the Maturity Date, however, the
Policyowner, or the Designated Beneficiary upon the Policyowner's death,
may elect, by written notice to the Home Office, to receive proceeds in a
lump sum or under one of the optional payment plans described below. (If
the election is being made by the Designated Beneficiary, only available
plans may be chosen (See Payment of Benefits, p. 30.)

Income Payments will be made monthly unless the Policyowner elects
quarterly, semi-annual or annual payments by written request to Life of
Virginia.

Certain states prohibit the use of actuarial tables that distinguish
between men and women in determining benefits for annuity polices issued on
the lives of residents. Therefore, policies offered by this Prospectus on
the lives of residents of those states have annuity income payments which
are based on actuarial tables that do not differentiate on the basis of
sex.

Determination of Monthly Income Benefits

The Maturity Value will be equal to the Surrender Value on the date
immediately preceding the Maturity Date.

The initial Monthly Income Benefit under the automatic payment plan will
be calculated by multiplying (a) times (b) times (c), divided by (d) where:
(a) is the monthly payment per $1,000, shown under the optional payment
plans for Life Income with 10 Years Certain, using the sex and Settlement
age of the Annuitant instead of the payee, on the Maturity Date; (b) is the
Maturity Value; (c) is the monthly income tax factor, if applicable; and
(d) is $1,000. Any premium tax paid by Life of Virginia and not previously
recouped by a premium tax charge may be deducted from (b) above.
Subsequent payments will be determined by multiplying the proceeds payable
by the monthly income tax factor applicable to the Policy and contained in
the policy data pages.

If at the time Income Payments begin, the Policyowner has not provided
Life of Virginia with a written election not to have federal income taxes
withheld, Life of Virginia must by law withhold such taxes from the taxable
portion of such Income Payments and remit that amount to the federal
government. In addition, any proceeds applied under an optional payment
plan are subject to the imposition of a premium tax charge in those states
which impose such a tax upon annuitization, or deduction of the deferred
premium tax in those states which impose such a tax on Life of Virginia for
premiums received. (See Premium Taxes, p. 34.)

Optional Payment Plans

Death benefit proceeds payable because of the Annuitant's death, and
surrender value proceeds will be paid in one lump sum. Maturity proceeds
will be paid as described in the Monthly Income Benefit section. However,
under certain circumstances, Annuitant death benefit and surrender value
proceeds can be paid under an optional payment plan. In those
circumstances, the proceeds, multiplied by the monthly income tax factor
set forth in the Policy, will be applied to calculate an income payment.
The Owner may elect an optional payment plan with respect to surrender
proceeds. During the Annuitant's life, the Owner, (or the Designated
Beneficiary in the event that the Owner predeceased the Annuitant), may
elect an optional payment plan. If a plan has not been chosen at the
Annuitant's death, the Designated Beneficiary can choose one if the Death
Benefit is to be paid. In addition, a payment made under an optional
payment plan at the death of the Owner, Joint Owner or Annuitant must
conform with the death provision rules, including the rules with respect to
the payment of benefits. (See Death Provisions, p. 29.)

Optional payment plans can provide either Fixed Income Payments or
Variable Income Payments as selected by the Policyowner or the payee.
There are currently five optional payment plans available. Optional
payment plans 1 through 5 can be used to provide Fixed Income Payments
while only optional payment plans 1 and 5 are available to provide Variable
Income Payments. A plan and the form of the Income Payments may be
designated in the application or by notifying Life of Virginia in writing
at its Home Office. If the payee is not a natural person, consent of Life
of Virginia is required prior to selecting a plan.

<PAGE>

The effect of choosing a Fixed Income Payment is that the amount of each
Income Payment will be calculated on the date the first Income Payment is
made and will not change. If Fixed Income Payments are chosen, the
proceeds will be transferred to the General Account of Life of Virginia on
the date the Income Payments begin. Fixed Income Payments will be fixed in
amount and duration by the optional payment plan chosen and the Age and sex
of the Annuitant on that date. For further information, the Policyowner
should contact Life of Virginia at its Home Office.

Fixed Income Payments are based on the current assumed rate of interest
as determined by Life of Virginia when Income Payments begin. The assumed
interest rate may be changed at the discretion of Life of Virginia;
however, the minimum guaranteed interest rate is 3.0%.

If the Policyowner, (or the Designated Beneficiary upon the Policyowner's
death) elects to receive Variable Income Payments under the applicable
optional payment, the proceeds may be allocated among up to seven
Investment Subdivisions. The first Variable Income Payment is determined
by the optional payment chosen and the amount of proceeds applied to the
plan. The dollar amount of subsequent Income Payments will reflect the
investment experience of the selected Investment Subdivisions and is
determined by means of Annuity Units.

The number of Annuity Units for an Investment Subdivision will be
determined when Income Payments begin and will remain fixed unless
transferred. (See Transfers p. 26.) The number of Annuity Units for an
Investment Subdivision is (a) divided by (b), where: (a) is the portion of
the first Income Payment allocated to an Investment Subdivision; and (b) is
the Annuity Unit Value for that Investment Subdivision seven days before
the first Income Payment is due.

For each Investment Subdivision, the Annuity Unit Value for the first
Valuation Period was $10. The Annuity Unit Value for each subsequent
Valuation Period is (a) times (b) times (c) where: (a) is the Net
Investment Factor for that period (see Statement of Additional Information
- -- Value of Accumulation Units, p. 26); (b) is the Annuity Unit Value for
the immediately preceding Valuation Period; and (c) is the investment
result adjustment factor.

The investment result adjustment factor recognizes an assumed interest
rate of 3% per year used in determining the amounts of the Income Payments.
This means that if the net investment experience of the Investment
Subdivision to which the Annuity Units apply for a given month exceeds the
monthly equivalent of 3% per year, the monthly payment will be greater than
the previous payment. If the net investment experience for such
Subdivision is less than the monthly equivalent of 3% per year, the monthly
payment will be less than the previous monthly payment.

Payments under Plans 1,2,3 or 5 will begin on the date of death of the
Owner, Annuitant or Joint Owner as applicable, on surrender, or on the
policy's Maturity Date. Payments under Plan 4 will begin at the end of the
first interest period after the date Proceeds are otherwise payable. Plan
4 is not available under Qualified Policies.

Under all of the optional payment plans, the minimum Income Payment Life
of Virginia will make is $100. If any payment is less than $100, Life of
Virginia will reduce the frequency of payment to quarterly, semi-annually
or annually, until each Income Payment is not less than $100. If the
annual Income Payment is less than $20, Life of Virginia will pay the
Proceeds in a lump sum. Upon making such a payment, Life of Virginia will
have no future obligation under the Policy.

Plan 1 -- Life Income. Equal monthly payments will be made for a
guaranteed minimum period. If the payee lives longer than the minimum
period, payments will continue for his or her life. The minimum period
can be 10, 15 or 20 years. Guaranteed amounts payable under this plan
will earn interest at 3% compounded yearly. Life of Virginia may
increase the interest rate and the amount of any payment. If the payee
dies before the end of the guaranteed period, the amount of remaining
payments for the minimum period will be discounted at the same rate used
in calculating Income Payments. "Discounted" means Life of Virginia will
deduct the amount of interest each remaining payment would have earned
had it not been paid out early. The discounted amounts will be paid in
one sum to the payee's estate unless otherwise provided.

Plan-2 -- Income for a Fixed Period. Equal periodic payments will be
made for a fixed period not longer than 30 years. Payments can be
annual, semi-annual, quarterly, or monthly. Guaranteed amounts payable
under this plan will earn interest at 3% compounded yearly. Life of
Virginia may increase the interest and the amount of any payment. If the
payee dies, the amount of the remaining guaranteed payments will be
discounted to the date of the payee's death at the same rate used in
calculating Income Payments. The discounted amount will be paid in one
sum to the payee's estate unless otherwise provided.

<PAGE>

Plan 3 -- Income of a Definite Amount. Equal periodic payments of a
definite amount will be paid. Payments can be annual, semi-annual,
quarterly, or monthly. The amount paid each year must be at least $120
for each $1,000 of proceeds. Payments will continue until the Proceeds
are exhausted. The last payment will equal the amount of any unpaid
proceeds. If Fixed Income Payments are made under this plan, unpaid
Proceeds will earn interest at 3% compounded yearly. Life of Virginia
may increase the interest rate; if the interest rate is increased, the
payment period will be extended. If the payee dies, the amount of the
remaining proceeds with earned interest will be paid in one sum to his or
her estate unless otherwise provided.

Plan 4 -- Interest Income. Periodic payments of interest earned from
the proceeds left with Life of Virginia will be paid. Payments can be
annual, semi-annual, quarterly, or monthly, and will begin at the end of
the first period chosen. Proceeds will earn interest at 3% compounded
yearly. Life of Virginia may increase the interest rate and the amount
of any payment. If the payee dies, the amount of remaining proceeds and
any earned but unpaid interest will be paid in one sum to his or her
estate unless otherwise provided. This plan is not available under
Qualified Policies.

Plan 5 -- Joint Life and Survivor Income. Equal monthly payments will
be made to two payees for a guaranteed minimum of 10 years. Each payee
must be at least 35 years old when payments begin. Payments will
continue as long as either payee is living. If Fixed Income Payments are
made under this Plan, the guaranteed amount payable under this plan will
earn interest at 3% compounded yearly. Life of Virginia may increase the
interest rate and the amount of any payment. If both payees die before
the end of the minimum period, the amount of the remaining payments for
the 10-year period will be discounted at the same rate used in
calculating Income Payments. The discounted amount will be paid in one
sum to the survivor's estate unless otherwise provided.

<PAGE>
FEDERAL TAX MATTERS

Introduction

The following discussion is general in nature and is not intended as tax
advice. The federal income tax consequences associated with the purchase
of a Policy are complex, and the application of the pertinent tax rules to
a particular person may vary according to facts peculiar to that person.

This discussion is based on the law, regulations, and interpretations
existing on the date of this prospectus. These authorities, however, are
subject to change by Congress, the Treasury Department, and judicial
decisions.

This discussion does not address state or other local tax consequences
associated with the purchase of a Policy. In addition, LIFE OF VIRGINIA
MAKES NO GUARANTEE REGARDING ANY TAX TREATMENT -- FEDERAL, STATE, OR LOCAL
- -- OF ANY POLICY OR OF ANY TRANSACTION INVOLVING A POLICY.

Non-Qualified Policies

Premium Payments. A purchaser of a Policy that does not qualify for the
special tax treatment discussed below in connection with Policies used as
individual retirement annuities or used with other qualified retirement
plans may not deduct or exclude from gross income the amount of the
premiums paid. In this discussion, such a Policy is called a "Non-
Qualified Policy".

Tax Deferral During Accumulation Period. In general, until distributions
are made or deemed to be made from a Non-Qualified Policy (as discussed
below), an Owner who is a natural person is not taxed on increases in the
Account Value resulting from the investment experience of Account 4.
However, this rule applies only if (1) the investments of Account 4 are
"adequately diversified" in accordance with Treasury Department
regulations, and (2) Life of Virginia, rather than the Owner, is considered
the owner of the assets of Account 4 for federal tax purposes.

(1) Diversification Requirements. Treasury regulations prescribe the
manner in which the investments of a separate account such as Account 4
are to be "adequately diversified." Any failure of Account 4 to comply
with the requirements of these regulations would cause each Owner to be
taxable currently on the increase in the Account Value.

Account 4, through the Funds, intends to comply with the
diversification requirements prescribed by the Treasury regulations.
Although Life of Virginia does not control the investments of the Funds,
(other than the Life of Virginia Series Fund, Inc.) it has entered into
agreements regarding participation in the Funds which require the Funds
to be operated in compliance with the requirements prescribed by the
Treasury.

(2) Ownership Treatment. In certain circumstances, variable contract
owners may be considered the owners, for federal tax purposes, of the
assets of the separate account used to support their contracts. In those
circumstances, income and gains from the separate account assets would be
includible in the variable contract owners' gross income annually as
earned. Several years ago, the Internal Revenue Service (the "Service")
stated in published rulings that a variable contract owner will be
considered the owner of separate account assets if the owner possesses
incidents of ownership in those assets, such as the ability to exercise
investment control over the assets. More recently, the Treasury
announced, in connection with the issuance of regulations concerning
investment diversification, that those regulations "do not provide
guidance concerning the circumstances in which investor control of the
investments of a segregated asset [i.e. separate] account may cause the
investor, rather than the insurance company, to be treated as the owner
of the assets in the account." This announcement also stated that
guidance would be issued by way of regulations or rulings on the "extent
to which policyholders may direct their investments to particular
sub-accounts [of a separate account] without being treated as owners of
the underlying assets." As of the date of this prospectus, no such
guidance has been issued.

The ownership rights under the Policy are similar to, but different in
certain respects from, those addressed by the Service in rulings in which
it was determined that contract owners were not owners of separate
account assets. For example, the Owner of this Policy has the choice of
more Funds to which to allocate premiums and Account Values, and may be
able to reallocate more frequently than in such rulings. These
differences could result in a Policyowner being considered, under the
standard of those rulings, the owner of the assets of Account 4. To
ascertain the tax treatment of its Policyowners, Life of Virginia has
requested, with regard to a policy similar to this Policy, a ruling from
the Internal Revenue Service that it, and not its Policyowners, is the
owner of the assets of Account 4 for federal income tax purposes. The
Service has informed Life of Virginia that it will not rule on the
request until issuance of the promised guidance referred to in the
preceding paragraph. Because Life of Virginia does not know what
standards will be set forth in regulations or revenue rulings which the
Treasury has stated it expects to be issued, Life of Virginia has
reserved the right to modify its practices to attempt to prevent the
Policyowner from being considered the owner of the assets of Account 4.

<PAGE>

Frequently, if the Service or the Treasury sets forth a new position
which is adverse to taxpayers, the position is applied on a prospective
basis only. Thus, if the Service or the Treasury were to issue regulations
or a ruling which treated a Policyowner as the owner of the assets of
Account 4, that treatment might apply only on a prospective basis.
However, if the ruling or regulations were not considered to set forth a
new position, a Policyowner might retroactively be determined to be the
owner of the assets of Account 4.

A Policyowner who is not a natural person -- that is, an entity such as a
corporation or a trust -- generally is taxable currently on the annual
increase in the Account Value of a Non-Qualified Policy, unless an
exception to this general rule applies. Exceptions exist for, among other
things, an Owner which is not a natural person but which holds the Policy
as an agent for a natural person.

In addition to the foregoing, if the Policy's Maturity Date occurs at a
time when the Annuitant is at an advanced age, such as over age 85, it is
possible that the Owner will be taxable currently on the annual increase in
Account Value. The following discussion assumes that the Policy will
constitute an annuity contract for federal tax purposes and that the Policy
will be issued to a natural person.

Taxation of Partial and Full Surrenders. A distribution is made from a
Non-Qualified Policy upon the Policy's partial or full surrender. Any
amount so distributed upon a partial surrender is includible in income to
the extent that the Account Value immediately before the partial surrender
exceeds the "investment in the contract" at that time. The amount
distributed upon a full surrender is includible in income to the extent
that the Policy's Surrender Value exceeds the investment in the contract at
the time of surrender. For these purposes, the investment in the contract
at any time equals the total of the Premium Payments made for a Policy to
that time, less any amounts previously received from the Policy which were
not included in income. An Owner may be taxed in the same manner as if a
full surrender of the Policy had occurred if all of the Owners are natural
persons and a Contingent Annuitant is named at the death of an Annuitant
who was not also an Owner.

If an Owner transfers a Policy without adequate consideration to a person
other than the Owner's spouse (or to a former spouse incident to divorce),
the Owner will be taxed on the difference between his or her Account Value
and the investment in the contract at the time of transfer. In such case,
the transferee's investment in the contract will be increased to reflect
the increase in the transferor's income. In addition, the Policy provides
a Death Benefit that in certain circumstances may exceed the greater of the
Premium Payments and the Account Value. As described elsewhere in this
Prospectus, Life of Virginia imposes certain charges with respect to the
Death Benefit. It is possible that some portion of those charges could be
treated for federal tax purposes as a partial surrender of the Policy.

All non-qualified annuity contracts which are issued after October 21,
1988 by Life of Virginia or any of its affiliates with the same person
designated as the Owner within the same calendar year will be aggregated
and treated as one contract for purposes of determining any tax on
distributions.

The foregoing rules will apply to amounts distributed in connection with
the Waiver of Surrender Charges in the Event of Hospital or Nursing
Facility Confinement.

Taxation of Annuity Payments. Amounts may be distributed from a
Non-Qualified Policy as payments under one of the five optional payment
plans. In the case of optional payment plans other than Plan 4 (Interest
Income), typically a portion of each payment is includible in income when
it is distributed. Normally, the portion of a payment includible in income
equals the excess of the payment over the exclusion amount. The exclusion
amount, in the case of Variable Income Payments under Plans 1 and 5, is the
amount determined by dividing the "investment in the contract" for the
Policy when the payments begin to be made (as defined above), adjusted for
any period-certain or refund feature, by the number of payments expected to
be made (determined by Treasury regulations). Also, in the case of Fixed
Income Payments under Plans 1, 2, 3, and 5, the exclusion amount is the
amount determined by multiplying the payment by the ratio of such
investment in the contract, adjusted for any period-certain or refund
feature, to the Policy's "expected return" (determined under Treasury
regulations). However, payments which are received after the investment in
the contract has been fully recovered -- i.e., after the sum of the
excludable portions of the payments equal the investment in the contract --
will be fully includible in income. On the other hand, should the payments
cease because of the death of the Annuitant before the investment in the
contract has been fully recovered, the Annuitant (or, in certain cases, the
Designated Beneficiary) is allowed a deduction for the unrecovered amount.

If amounts have become payable under the Policy (such as where the Owner
elects to surrender an amount, or where the Designated Beneficiary elects
to receive amounts payable under the Death Benefit and if the Distribution
Rules (described beginning on page 28.) do not apply to such amount, the
amount will be treated as a partial or full surrender for federal income
tax purposes if applied under an optional payment plan later than 60 days
after the time when the amount became payable. Thus, if such an amount is
applied under an optional payment plan after the 60 day period, it will be
treated as a partial or full surrender, even though no amounts may have
been distributed from the Policy.

<PAGE>

In the case of Plan 4, the proceeds left with Life of Virginia are
considered distributed for tax purposes at the time Plan 4 takes effect,
and are taxed in the same manner as a full surrender of the Policy, as
described above. The periodic interest payments are includible in the
recipient's income when they are paid or made available. In addition, if
amounts are applied under Plan 3 when the payee is at an advanced age, such
as age 80 or older, it is possible that such amounts would be treated in a
manner similar to that under Plan 4.

Taxation of Systematic Withdrawals. In the case of Systematic
Withdrawals, described on p. 28, the amount of each withdrawal should be
considered as a distribution and taxed in the same manner as a partial
surrender of the Policy, as described above. However, there is some
uncertainty regarding the tax treatment of Systematic Withdrawals, and it
is possible that additional amounts may be includible in income.

Taxation of Death Benefit Proceeds. Amounts may be distributed before
the Maturity Date from a Non-Qualified Policy because of the death of the
Owner, a Joint Owner, or the Annuitant. Such Death Benefit Proceeds are
includible in the income of the recipient as follows: (1) if distributed in
a lump sum, they are taxed in the same manner as a full surrender of the
Policy, as described above (substituting the Death Benefit Proceeds for the
Surrender Value), or (2) if distributed under an optional payment plan,
they are taxed in the same manner as annuity payments, as described above.

Penalty Tax on Premature Distributions. Subject to certain exceptions, a
penalty tax is also imposed on the foregoing distributions from a
Non-Qualified Policy, equal to 10 percent of the amount of the distribution
that is includible in income. The exceptions provide, however, that this
penalty tax does not apply to distributions made (1) on or after the
recipient attains age 59-1/2, (2) because the recipient has become disabled
(as defined in the tax law), (3) on or after the death of the Owner, or if
such Owner is not a natural person, on or after the death of the primary
annuitant under the Policy (as defined in the tax law), or (4) as part of a
series of substantially equal periodic payments over the life (or life
expectancy) of the recipient or the joint lives (or life expectancies) of
the recipient and his or her designated beneficiary (as defined in the tax
law). In the case of Systematic Withdrawals, it is uncertain whether such
withdrawals will qualify for exception (4) above. In addition, a transfer
between Investment Subdivisions may result in payments not qualifying for
exception (4) above.

Assignments. An assignment or pledge of (or an agreement to assign or
pledge) a Non-Qualified Policy is taxed in the same manner as a partial
surrender, as described above, to the extent of the value of the Policy so
assigned or pledged. The investment in the contract is increased by the
amount includible as income with respect to such assignment or pledge,
though it is not affected by any other amount in connection with the
assignment or pledge (including its release).

Qualified Policies

The following sections describe tax considerations of Policies used as
Individual Retirement Annuities or other qualified retirement plans
("Qualified Policies"). Life of Virginia does not currently offer all of
the types of Qualified Policies described, and may not offer them in the
future. Prospective purchasers of Qualified Policies should therefore
contact Life of Virginia's Home Office to ascertain the availability of
Qualified Policies at any given time.

IRA Policies

Premium Payments. A Policy that meets certain requirements set forth in
the tax law may be used as an individual retirement annuity (i.e., an "IRA
Policy"). Both the amount of the Premium Payments that may be paid, and
the tax deduction that the Policyowner may claim for such Premium Payments,
are limited under an IRA Policy.

In general, the Premium Payments that may be made for any IRA Policy for
any year are limited to the lesser of $2,000 or 100 percent of the Owner's
earned income for the year. Also, in the case of an individual who has a
noncompensated spouse, Premium Payments may be made into an IRA Policy for
the benefit of the spouse. In such a case, however, the Premium Payments
that may be made for the spouse's IRA Policy for any year are limited to
the lesser of $2,000 or the excess of (1) $2,250 (or, if less, 100 percent
of the individual's earned income) over (2) the individual's Premium
Payments for his or her own IRA Policy. An excise tax is imposed on IRA
contributions that exceed the law's limits.

<PAGE>

The deductible amount of the Premium Payments made for an IRA Policy for
any taxable year (including a Policy for a noncompensated spouse) is
limited to the amount of the Premium Payments that may be paid for the
Policy for that year. Furthermore, a single person who is an active
participant in a qualified retirement plan (that is, a qualified pension,
profit-sharing, or annuity plan, a simplified employee pension plan, or a
"section 403(b)" annuity plan, as discussed below) and who has adjusted
gross income in excess of $35,000 may not deduct Premium Payments, and such
a person with adjusted gross income between $25,000 and $35,000 may deduct
only a portion of such payments. Also, married persons who file a joint
return, one of whom is an active participant in a qualified retirement
plan, and who have adjusted gross income in excess of $50,000 may not
deduct Premium Payments, and those with adjusted gross income between
$40,000 and $50,000 may deduct only a portion of such payments. Married
persons filing separately may not deduct Premium Payments if either the
taxpayer or the taxpayer's spouse is an active participant in a qualified
retirement plan.

In applying these and other rules applicable to an IRA Policy, all
individual retirement accounts and annuities owned by an individual are
treated as one contract, and all amounts distributed during any taxable
year are treated as one distribution.

Tax Deferral During Accumulation Period. Until distributions are made
from an IRA Policy, increases in the Account Value of the Policy are not
taxed.

IRA Policies generally may not provide life insurance coverage, but they
may provide a death benefit that equals the greater of the premiums paid
and the contract value. The Policy provides a Death Benefit that in
certain circumstances may exceed the greater of the Premium Payments and
the Account Value. It is possible that the Death Benefit could be viewed
as violating the prohibition on investment in life insurance contracts with
the result that the Policy would not be viewed as satisfying the
requirements of an IRA Policy.

Taxation of Distributions and Rollovers. If all Premium Payments made to
an IRA Policy were deductible, all amounts distributed from the Policy are
included in the recipient's income when distributed. However, if
nondeductible Premium Payments were made to an IRA Policy (within the
limits allowed by the tax law), a portion of each distribution from the
Policy typically is included in income when it is distributed. In such a
case, any amount distributed as an annuity payment or in a lump sum upon
death or a full surrender is taxed as described above in connection with
such a distribution from a Non-Qualified Policy, treating as the investment
in the contract the sum of the nondeductible Premium Payments at the end of
the taxable year in which the distribution commences or is made (less any
amounts previously distributed that were excluded from income). Also in
such a case, any amount distributed upon a partial surrender is partially
includible in income. The includible amount is the excess of the
distribution over the exclusion amount which in turn equals the
distribution multiplied by the ratio of the investment in the contract to
the Account Value.

In any event, subject to the direct rollover and mandatory withholding
requirements (discussed below) amounts may be "rolled over" from a
qualified retirement plan to an IRA Policy (or from one individual
retirement annuity or individual retirement account to an IRA policy)
without incurring tax if certain conditions are met. Only certain types of
distributions from qualified retirement plans or individual retirement
annuities may be rolled over.

Penalty Taxes. Subject to certain exceptions, a penalty tax is also
imposed on distributions from an IRA Policy equal to 10 percent of the
amount of the distribution includible in income. (Amounts rolled over from
an IRA Policy generally are excludable from income.) The exceptions
provide, however, that this penalty tax does not apply to distributions
made (1) on or after age 59-1/2, (2) on or after death or because of
disability (as defined in the tax law), or (3) as part of a series of
substantially equal periodic payments over the life (or life expectancy) of
the recipient or the joint lives (or joint life expectancies) of the
recipient and his or her designated beneficiary (as defined in the tax
law). In addition to the foregoing, failure to comply with a minimum
distribution requirement will result in the imposition of a penalty tax of
50 percent of the amount by which a minimum required distribution exceeds
the actual distribution from an IRA Policy. Under this requirement,
distributions of minimum amounts from an IRA Policy as specified in the tax
law must commence by April 1 of the calendar year following the calendar
year in which the Annuitant attains age 70-1/2, or when he retires,
whichever is later. Further, after 1988, such distributions generally must
begin by April 1 of the calendar year following the calendar year in which
the employee attains age 70-1/2 regardless of whether he or she has
retired.

Simplified Employee Pension Plans

An employer may use a Policy to establish for an employee an individual
retirement annuity plan known as a "simplified employee pension plan" (or
"SEP"), if certain requirements set forth in the tax law are satisfied.
Premium Payments may be made into a Policy used in a SEP generally in
accordance with the rules applicable to individual retirement annuities,
though with expanded contribution limits. Such payments are deductible by
the employer and are not includible in the income of the employee. The
taxation of distributed amounts generally follows the rules applicable to
individual retirement annuities. In particular, employers should consider
that IRA Policies generally may not provide life insurance coverage, but
they may provide a death benefit that equals the greater of

<PAGE>

the premiums paid and the contract value. The Policy provides a Death
Benefit that in certain circumstances may exceed the greater of the Premium
Payments and the Account Value. It is possible that the Death Benefit
could be viewed as violating the prohibition on investment in life
insurance contracts with the result that the Policy would not be viewed as
satisfying the requirements of an IRA Policy.

Section 403(b) Annuities

Premium Payments. Premiums paid for a Policy on behalf of an employee by
a public educational institution or certain other tax-exempt employers are
not included in the employee's income if the Policy meets certain
requirements set forth in the tax law. There are a number of limitations
on contributions to a "Section 403(b) Policy". For example, Premium
Payments made as elective deferrals through a salary reduction agreement
with an employee generally are limited to $9,500 per year (or, if greater,
$7,000 per year as adjusted by the Service for cost of living increases).
(Note that contributions to certain other qualified retirement plans, such
as Section 401(k) plans or to SEP plans, by the Policyowner may reduce
these limits on elective deferrals.) Other limitations may be more
restrictive.

In applying these and other rules applicable to a Section 403(b) Policy,
that Policy and all similar contracts purchased by the same employer for
the same employee are treated as one contract.

Tax Deferral During Accumulation Period. Until distributions are made
from a Section 403(b) Policy, increases in the Account Value are not taxed.

Purchasers should consider that the Policy provides a Death Benefit that
in certain circumstances may exceed the greater of the Premium Payments and
the Account Value. It is possible that such Death Benefit could be
characterized as an incidental death benefit. If the Death Benefit were so
characterized, this could result in currently taxable income to purchasers.
In addition, there are limitations on the amount of incidental death
benefits that may be provided under a Section 403(b) Policy. Even if the
Death Benefit under the Policy were characterized as an incidental death
benefit, it is unlikely to violate those limits unless the purchaser also
purchases a life insurance contract as part of his or her Section 403(b)
Policy.

Taxation of Distributions and Rollovers. If no portion of the premiums
paid into a Section 403(b) Policy were includible in the employee's income,
all amounts distributed from the Policy are included in the recipient's
income when distributed. However, if Premium Payments were made to a
Section 403(b) Policy which were includible in the employee's income, a
portion of each distribution from the Policy typically is included in
income when it is distributed. In such a case, any amount distributed as
an annuity payment or in a lump sum upon death or a full surrender is taxed
as described above in connection with such a distribution from a
Non-Qualified Policy, treating as the investment in the contract the sum of
the Premium Payments made into the Policy which were not excluded from
income as of the time the distribution commences or is made (less any
amounts previously distributed that were excluded from income). Also in
such a case, any amount distributed upon a partial surrender is partially
includible in income. The includible amount is the excess of the
distribution over the exclusion amount, which in turn equals the
distribution multiplied by the ratio of the investment in the contract to
the Account Value.

In any event, subject to the direct rollover and mandatory withholding
requirements (discussed below), amounts may be rolled over from a Section
403(b) Policy (or similarly qualifying contract) to another Section 403(b)
Policy (or similarly qualifying contract) or to an individual retirement
account or individual retirement annuity without incurring tax if certain
conditions are met. Only certain types of distributions may be rolled
over.

Beginning in 1989, a Section 403(b) Policy is required to prohibit
distributions of amounts attributable to elective deferrals and earnings
thereon (made under a salary reduction agreement) prior to age 59-1/2,
separation from service, death or disability. Distributions of elective
deferrals (but not any income earned thereon) may nonetheless be permitted
in the case of hardship.

Penalty Taxes. Subject to certain exceptions, a penalty tax is also
imposed on distributions from a Section 403(b) Policy equal to 10 percent
of the amount of the distribution includible in income. (Amounts rolled
over from a Section 403(b) Policy generally are excludable from income,
although various withholding requirements may nonetheless apply to such
amounts, as discussed below). The exceptions provide, however, that this
penalty tax does not apply to distributions made (1) on or after age
59-1/2, (2) on or after death or because of disability (as defined in the
tax law), (3) as part of a series of substantially equal periodic payments
beginning after the employee separates from service and made over the life
(or life expectancy) of the employee or the joint lives (or joint life
expectancies) of the employee and his or her designated beneficiary (as
defined in the tax law), or (4) after separation from service after
attainment of age 55.

<PAGE>

In addition to the foregoing, failure to comply with a minimum
distribution requirement will result in the imposition of a penalty tax of
50 percent of the amount by which a minimum required distribution exceeds
the actual distribution from a Section 403(b) Policy. Under this
requirement, in the case of benefits accrued after December 31, 1986,
distributions of minimum amounts specified by the tax law must commence by
April 1 of the calendar year following the calendar year in which the
employee attains age 70-1/2, or when he retires, whichever is later.
Further, after 1988, such distributions generally must begin by April 1 of
the calendar year following the calendar year in which the employee attains
age 70-1/2, regardless of whether he or she has retired.

Other Qualified Retirement Plans

Premium Payments. Premium Payments made by an employer for a Policy used
in connection with a pension, profit-sharing, or annuity plan qualified
under section 401 or 403(a) of the Code are deductible by the employer
within certain limits. Such payments are also excludable from the income
of the employee within certain limits.

Tax Deferral and Taxation of Distributions. The deferral of taxation on
Account Value increases and the tax treatment of distributed amounts
(including the penalty tax) described above in the case of IRA Policies and
Section 403(b) Policies generally applies with respect to amounts held
under or distributed from Policies used in connection with other qualified
retirement plans. For Policies and amounts distributed therefrom to be
eligible for such treatment, certain requirements specified in the tax law
must be satisfied.

The Policy provides a Death Benefit that in certain circumstances may
exceed the greater of the Premium Payments and the Account Value. It is
possible that such Death Benefit could be characterized as an incidental
death benefit. There are limitations on the amount of incidental death
benefits that may be provided under pension and profit sharing plans. In
addition, the provision of such benefits may result in currently taxable
income to participants but only to the extent of the costs of such
benefits.

Legal and Tax Advice for Qualified Plans

The requirements of the tax law applicable to qualified retirement plans,
and the tax treatment of amounts held and distributed under such plans, are
quite complex. Accordingly, a prospective purchaser of a Policy to be used
in connection with any such plan should seek competent legal and tax advice
regarding the suitability of the Policy for the situation involved, the
applicable requirements, and the treatment of the rights and benefits under
a Policy so used.

Direct Rollover and Mandatory Withholding Requirements

If your Policy is used in connection with a pension, profit-sharing, or
annuity plan qualified under sections 401(a) or 403(a) of the Code, or is a
Section 403(b) Policy, any "eligible rollover distribution" from the Policy
will be subject to the new direct rollover and mandatory withholding
requirements enacted by Congress in 1992. An eligible rollover
distribution generally is any taxable distribution from a qualified pension
plan under section 401(a) of the Code, qualified annuity plan under section
403(a) of the Code, or section 403(b) annuity or custodial account,
excluding certain amounts (such as minimum distributions required under
section 401(a)(9) of the Code and distributions which are part of a "series
of substantially equal periodic payments" made for the life or a specified
period of 10 years or more). Under these new requirements, withholding at
a rate of 20 percent will be imposed on any eligible rollover distribution
that you receive from the Policy. Unlike withholding on certain other
amounts distributed from the Policy, discussed below, you can not elect out
of withholding with respect to an eligible rollover distribution. However,
this 20 percent withholding will not apply if, instead of receiving the
eligible rollover distribution, you elect to have it directly transferred
to certain qualified retirement plans. Prior to receiving an eligible
rollover distribution, you will receive notice (from the plan administrator
or Life of Virginia) explaining generally the direct rollover and mandatory
withholding requirements and how to avoid the 20 percent withholding by
electing a direct transfer.

Federal Income Tax Withholding

Amounts distributed from a Policy, to the extent includible in income
under the federal tax laws, are subject to federal income tax withholding.
Life of Virginia will withhold and remit a portion of such amounts to the
U.S. Government unless properly notified by the Policyowner or other payee,
at or before the time of the distribution, that he or she chooses not to
have any amounts withheld. In some instances, however, Life of Virginia
may be required to withhold amounts. (See the discussion above regarding
withholding requirements applicable to distributions from various qualified
retirement plans including Section 403(b) policies.)

<PAGE>
GENERAL PROVISIONS

The Owner

The Policyowner or Joint Owners are designated in the application.
(Joint Owners own the Policy equally with the right of survivorship.)
While the Annuitant is living, the Policyowner or Joint Owners may exercise
all of the rights and privileges under the Policy, subject to the rights of
any beneficiary named irrevocably, and any assignee under an assignment
filed with Life of Virginia. Disposition of the Policy is subject to the
Policy's death provisions (see Death Provisions, p. 29.). During the
Annuitant's lifetime, the Policyowner or Joint Owners may be changed by
written request to the Home Office if this right has been reserved. If the
Policyowner dies before the Annuitant, the Designated Beneficiary will
become the sole owner of the Policy following such a death, subject to the
distribution rules in the Policy's death provisions. If the Policyowner
does not name a Joint Owner or a Primary Beneficiary or Contingent
Beneficiary, or if a Joint Owner or Primary Beneficiary or Contingent
Beneficiary is not living (or in existence for purposes of non-natural
designations) at the Policyowner's death, ownership will pass to the
Policyowner's estate. The Designated Beneficiary of the Policyowner, for
purposes of the required distribution rules of Section 72(s) of the Code,
will receive the required distribution if the Policyowner dies prior to the
Maturity Date. The required distribution is more fully described in Death
Provisions, p. 29.

The Annuitant

The Policy names the Policyowner or someone else as the Annuitant. A
Contingent Annuitant also may be named. If no Contingent Annuitant has
been named, one may be named at the death of the Annuitant. The election
of a Contingent Annuitant after the death of the Annuitant, however, may
have adverse tax consequences (See Federal Tax Matters, p. 38.). Life of
Virginia reserves the right to restrict the election of the Contingent
Annuitant to conform to its administrative procedures and within the
restrictions of federal and state law. At the death of the Annuitant prior
to the Maturity Date, the Contingent Annuitant, if any, may become the
Annuitant in certain circumstances (See Death Provisions, p. 29.).

The Beneficiary

The Primary and Contingent Beneficiary may be designated by the
Policyowner in the application. If changed, the Primary Beneficiary or
Contingent Beneficiary is as shown in the latest change filed with Life of
Virginia.

Changes By the Owner

Prior to the Maturity Date and during the Annuitant's life, the
Policyowner may be changed if this right is reserved. The Primary
Beneficiary and the Contingent Beneficiary may also be changed during the
Annuitant's life if this right is reserved; however no change may be made
after the Annuitant's death. Furthermore, if this right is reserved, the
Policyowner may also change the Contingent Annuitant.

To make a change, a written request must be sent to Life of Virginia at
its Home Office. The request and the change must be in a form satisfactory
to Life of Virginia and must actually be received by the Company. The
change will take effect as of the date the request is signed by the
Policyowner. The change will be subject to any payment made before the
change is recorded by Life of Virginia.

Joint Policy

The Policy may be purchased as a Joint Policy. In making this selection,
the Policyowner must name an Annuitant and Contingent Annuitant. The
Policyowner must also relinquish any right to change the Contingent
Annuitant. An additional Contingent Annuitant may not be named if the
Annuitant or Contingent Annuitant dies before the Maturity Date.

Under a Joint Policy, if both the Annuitant and Contingent Annuitant are
alive at the Maturity Date, proceeds will be paid in the form of Variable
Income Payments under Optional Payment Plan 5, Joint Life and Survivor
Income, using the sexes and ages nearest birthday of the Annuitant and
Contingent Annuitant. If only one is surviving at the Maturity Date, then
proceeds will be paid in the form of Variable Income Payments under
Optional Payment Plan 1, Life Income with 10 Years Certain, using the sex
and settlement age of such survivor.

<PAGE>

Payment under the Policies

Life of Virginia will usually pay any amounts payable as a result of
surrender or partial surrender within seven days after it receives a
written request at its Home Office in a form satisfactory to it. Life of
Virginia will usually pay any Death Benefit within seven days after it
receives Due Proof of Death. Amounts payable as a result of surrender,
partial surrender, death of the Annuitant or the Maturity Date may be
postponed whenever: (i) the New York Stock Exchange is closed other than
customary weekend and holiday closings, or trading on the New York Stock
Exchange is restricted as determined by the Commission; or (ii) the
Commission by order permits postponement for the protection of
Policyowners; or (iii) an emergency exists, as determined by the
Commission, as the result of which disposal of securities is not reasonably
practicable or it is not reasonably practicable to determine the value of
the net assets of Account 4.

Payments under a Policy which are derived from any amount paid to Life of
Virginia by check or draft may be postponed until such time as Life of
Virginia is satisfied that the check or draft has cleared the bank upon
which it is drawn.

If, at the time the Policyowner makes a surrender or partial surrender
request, he or she has not provided Life of Virginia with a written
election not to have federal income taxes withheld, Life of Virginia must
by law withhold such taxes and remit that amount to the federal government.
Moreover, the Code provides that a 10% penalty will be imposed on certain
early surrenders. (See Federal Tax Matters, p. 38.)

Any Death Benefit proceeds that are paid in one lump sum will include
interest from the date of receipt of Due Proof of Death to the date of
payment. Interest will be paid at a rate set by Life of Virginia, or by
law if greater. The minimum interest rate which will be paid is 2.5%.
Interest will not be paid beyond one year or any longer time set by law.

DISTRIBUTION OF THE POLICIES

The Policies will be sold by individuals who, in addition to being
licensed to sell variable annuity policies for Life of Virginia, are also
registered representatives of Forth Financial Securities Corporation, the
principal underwriter of the Policies, or of broker-dealers who have
entered into written sales agreements with the principal underwriter.
Forth Financial Securities Corporation, an affiliate of Life of Virginia,
is a Virginia corporation located at 6610 W. Broad St., Richmond, Virginia
23230. Forth Financial Securities Corporation is registered with the
Commission under the Securities Exchange Act of 1934 as a broker-dealer and
is a member of the National Association of Securities Dealers, Inc. Forth
Financial Securities Corporation also serves as principal underwriter for
variable life insurance policies issued by Life of Virginia. However, no
amounts have been retained by Forth Financial Securities Corporation for
acting as principal underwriter of the Life of Virginia policies.

Writing agents of Life of Virginia will receive commissions based on a
commission schedule and rules. Commissions depend on the premiums paid.
The agent will receive a commission of 3% of the initial premium paid and
any Additional Premium Payments.

Agents may also be eligible to receive certain bonuses and allowances, as
well as retirement plan credits, based on commissions earned. Field
management of Life of Virginia receives compensation which may be based in
part on the level of agent commissions in their management units.
Broker-dealers and their registered agents will receive first-year and
subsequent year commissions equivalent to the total commissions and
benefits received by the field management and writing agents of Life of
Virginia.

<PAGE>

VOTING RIGHTS AND REPORTS

To the extent required by law, Life of Virginia will vote the Funds'
shares held in Account 4 at regular and special shareholder meetings of the
Funds, in accordance with instructions received from persons having voting
interests in Account 4. If, however, the 1940 Act or any regulation
thereunder should be amended or if the present interpretation thereof
should change, and as a result, Life of Virginia determines that it is
permitted to vote Fund shares in its own right, it may elect to do so.

Before Income Payments begin, the Policyowner exercises the voting rights
under the Policy. After Income Payments begin, the person receiving the
Income Payments has the voting interests. Before Income Payments begin,
the number of votes which each Policyowner has the right to instruct will
be determined for a Fund portfolio by dividing a Policy's Account Value in
the subdivision investing in that portfolio by the net asset value per
share of the portfolio. Fractional shares will be counted. After Income
Payments begin, the number of votes after the first Income Payment is
received will be determined by dividing the reserve for such Policy
allocated to the Investment Subdivision by the net asset value per share of
the corresponding portfolio. After Income Payments begin, the reserves
attributable to a Policy decrease as the reserves allocated to the
Investment Subdivision decrease. Fractional shares will be counted.

The number of votes which the Policyowner has the right to instruct will
be determined as of the date coincident with the date established by a
particular Fund for determining shareholders eligible to vote at the
meeting of that Fund. Voting instructions will be solicited by written
communications prior to such meeting in accordance with procedures
established by that Fund.

Life of Virginia Series Fund also serves as an investment vehicle for
variable life insurance policies sold by Life of Virginia. The Funds other
than Life of Virginia Series Fund also serve as investment vehicles for
variable life insurance policies sold by Life of Virginia as well as for
other variable life insurance and variable annuity policies sold by
insurers other than Life of Virginia and funded through other separate
investment accounts. Persons owning all such other policies as well as the
persons receiving income payments under all such other policies will enjoy
similar voting rights. Life of Virginia will vote Fund shares held in
Account 4 as to which no timely instructions are received, and Fund shares
held in Account 4 that it owns as a consequence of accrued charges under
the Policies, in proportion to the voting instructions which are received
with respect to all Policies funded through Account 4. Each person having
a voting interest will receive proxy materials, reports and other materials
relating to the appropriate portfolio.

LEGAL PROCEEDINGS

There are no legal proceedings to which Account 4 is a party or to which
the assets of the Account are subject. Neither Life of Virginia nor Forth
Financial Securities Corporation is involved in any litigation that is of
material importance in relation to its total assets or that refers to
Account 4.

<PAGE>

APPENDIX A

MATTERS RELATING TO POLICIES ISSUED PRIOR TO 1/28/91
AND ISSUED OR OFFERED LATER IN CERTAIN STATES

Policies issued prior to January 28, 1991, and, in certain states,
policies issued or offered after that date contain certain rights, benefits
and procedures which differ from those described elsewhere in this
Prospectus and the Statement of Additional Information. Such policies were
marketed as "Asset Allocation Annuity" and may be identified by the policy
form number of P1098A, B, C or U, 1/87. An individual who has purchased
one of these policies must refer to this section in conjunction with the
remainder of this Prospectus and/or Statement of Additional Information, in
order to determine his or her rights and benefits under the Policy. With
respect to the terms defined below, as well as the description of the
refund privilege, the death benefit, and contestability of the Policy,
these terms and descriptions should be substituted in their entirety for
the related terms and descriptions found elsewhere in this Prospectus or
the Statement of Additional Information. All other procedures described
herein, however, are meant to modify the procedures found elsewhere in the
Prospectus or the Statement of Additional Information, and must be read in
conjunction with the procedures found elsewhere in this Prospectus or in
the Statement of Additional information. The page references listed below
indicate where in the Prospectus and/or Statement of Additional Information
the substituted or modified terms and procedures are described.

Definitions

Annuitant -- The person named in the Policy during whose life Income
Payments involving life contingencies will continue and, subject to the
provision dealing with Contingent Annuitants, upon whose death prior to the
Maturity Date, a Death Benefit under the Policy is paid. (See p. 44.)

Beneficiary -- The person who has the right to receive the Death Benefit
set forth in the Policy. More than one Beneficiary may be named. (See p.
44.)

Cash Value -- The value of the Policy equal to the Cash Value allocated
to the Investment Subdivisions of Account 4. (As used elsewhere in this
Prospectus and Statement of Additional Information, the term "Account
Value" should be substituted for the term "Cash Value" -- see p. 5.)

Contingent Owner -- The person named in the Policy to become the new
Policyowner of the Policy in the event of the death of the Policyowner
before the Maturity Date. The Policyowner's spouse is the only person that
can be named as the Contingent Owner. (See p. 29.)

Initial Investment Period -- The period commencing on the date the
initial Net Premium Payment is credited to the Policy and ending either 15
calendar days later or, if the Policy is not accepted by the Policyowner,
when all amounts due are refunded. During the period, all Net Premium
Payments will be placed in the Investment Subdivision of Account 4 that
invests exclusively in the Money Market Portfolio of the Life of Virginia
Series Fund, Inc. (See p. 25.)

Policyowner (or "Owner") -- The Person or persons (in the case of Joint
Owners) entitled to receive Income Payments after the Maturity Date. The
Owner is also entitled to the ownership rights stated in the Policy during
the lifetime of the Annuitant. The original Policyowner is named in the
application. Contingent Owners may also be named. (See p. 44.)

The Policy

Allocation of Net Premium Payments -- During the Initial Investment
Period, all Net Premium Payments will be placed in the Investment
Subdivision of Account 4 which invests exclusively in the Money Market
Portfolio of the Life of Virginia Series Fund. The Initial Investment
Period commences on the date the initial Net Premium Payment is credited to
the Policy and ends either 15 calendar days later or, if the Policy is not
accepted by the Policyowner, when all amounts due are refunded, whichever
is earlier. At the end of the Initial Investment Period, the Cash Value
will be transferred from the Investment Subdivision investing in the Money
Market Portfolio of the Life of Virginia Series Fund to the Investment
Subdivisions of Account 4 in accordance with the Policyowner's written
instructions in the application. Additional Net Premium Payments will be
allocated to the Investment Subdivisions of Account 4 in accordance with
the written instructions of the Policyowner. (See p. 25.)

Examination of Policy (Refund Privilege) -- The Policyowner may examine
the Policy and return it for refund within 10 days after it is received.
Unless state law requires otherwise, the amount of the refund will equal
the greater of (1) the Cash Value of the Policy (without reduction of any
surrender charges) plus any amount deducted from the Premium Payments prior
to allocation to Account 4 or (2) the Premium Payments made. A Policyowner
wanting a refund should return the Policy to Life of Virginia at its Home
Office. (See p. 28.)

<PAGE>

Distributions Under The Policy

Death Benefit -- If the Annuitant dies prior to the Maturity Date, a
Death Benefit will become payable to the Beneficiary upon Due Proof of
Death of the Annuitant as long as there is no Contingent Annuitant. If a
Contingent Annuitant exists at the Annuitant's death prior to the Maturity
Date, then no Death Benefit is payable unless the new Annuitant dies prior
to the Maturity Date. The Death Benefit will be equal to the greater of
(a) the total of the Premium Payments made, reduced by the sum of partial
surrenders, including any applicable charges, or (b) the Cash Value of the
Policy as of the date Due Proof of Death is received by Life of Virginia.

Unless an optional payment plan is chosen on or before the date Due Proof
of Death is received by Life of Virginia, the Death Benefit Proceeds will
be paid in a lump sum. If the death of the Annuitant occurs on or after
the Maturity Date, no Death Benefit will be payable under the Policy except
as may be provided under the optional payment plan selected. (See p. 29.)

Income Payments

Election of Optional Payment Plans -- "Proceeds" means the amount payable
upon surrender, death of the Annuitant prior to the Maturity Date, or upon
the Maturity Date. Death Benefit and Surrender Value Proceeds will be paid
in one lump sum. During the lifetime of the Annuitant and prior to the
Maturity Date, by written notice to the Home Office the Policyowner may
elect to receive Proceeds in a lump sum or under an optional payment plan.

During the lifetime of the Annuitant, the Policyowner may elect that all
or any part of the Death Benefit be applied under any one of the optional
payment plans listed in the Policy or in any manner agreeable to Life of
Virginia. If no election as to the optional payment plan has been selected
by the Policyowner at the time of death of the Annuitant prior to the
Maturity Date, such an election may be made by the Beneficiary if made on
or before the date Life of Virginia receives Due Proof of Death. (See p.
29.)

Optional Payment Plans -- The payee under a plan cannot be a corporation,
association, or fiduciary. In addition, Life of Virginia does not reserve
the right to reduce the frequency of payments to an interval that would
result in each payment being at least $100, even if any payment provided
for would be or becomes less than $100. (See p. 35.)

General Provisions -- Statement of Additional Information

Limits on Contesting this Policy -- Life of Virginia has relied on
statements in the Policy application. In the absence of fraud, they are
considered representations and not warranties. Life of Virginia can
contest this Policy if any material misrepresentation of fact was made in
the application and a copy of the application was attached to the Policy
when issued. Absent fraud, Life of Virginia will not contest the policy
after it has been in effect during the Annuitant's life for two years from
the Policy Date.

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

Page

The Life Insurance Company of Virginia . . . . . . . . . . . . 3
The Policies . . . . . . . . . . . . . . . . . . . . . . . . . 3
Transfer of Annuity Units . . . . . . . . . . . . . . . . . . 3
Net Investment Factor . . . . . . . . . . . . . . . . . . . . 3
Termination of Participation Agreements . . . . . . . . . . . . 4
Calculation of Performance Data . . . . . . . . . . . . . . . . 4
Money Market Investment Subdivisions . . . . . . . . . . . . 4
Federal Tax Matters . . . . . . . . . . . . . . . . . . . . . . 9
Taxation of Life of Virginia . . . . . . . . . . . . . . . . 9
IRS Required Distributions . . . . . . . . . . . . . . . . . 9
General Provisions . . . . . . . . . . . . . . . . . . . . . . 10
Using the Policies as Collateral . . . . . . . . . . . . . . 10
Non-Participating . . . . . . . . . . . . . . . . . . . . . . 10
Evidence of Death, Age, Sex or Survival . . . . . . . . . . . 10
Misstatement of Age or Sex . . . . . . . . . . . . . . . . . 10
Incontestability . . . . . . . . . . . . . . . . . . . . . . 10
Annual Statement . . . . . . . . . . . . . . . . . . . . . . 10
Written Notice . . . . . . . . . . . . . . . . . . . . . . . 10
Distribution of the Policies . . . . . . . . . . . . . . . . . 11
Legal Developments Regarding Employment-Related Benefit Plans . 11
Safekeeping of the Assets of Separate Account 4 . . . . . . . . 11
Additions, Deletions, or Substitutions . . . . . . . . . . . . 11
State Regulation of Life of Virginia . . . . . . . . . . . . . 12
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . 12
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Financial Statements . . . . . . . . . . . . . . . . . . . . . 12

<PAGE>

SUPPLEMENT TO PROSPECTUS
DATED MAY 1, 1995
FOR LIFE OF VIRGINIA SEPARATE ACCOUNT 4

General Information

Contributions and/or transfers to the Guarantee Account, as described below,
become part of the General Account of Life of Virginia. Because of exemptive
and exclusionary provisions, interests in the General Account have not been
registered under the Securities Act of 1933, (the "1933 Act"), and the General
Account is not registered as an investment company under the Investment Company
Act of 1940, (the "1940 Act"). Accordingly, neither the General Account nor any
interests therein are subject to the provisions of the 1933 Act or the 1940 Act,
and the information in this supplement has not been reviewed by the staff of the
Securities and Exchange Commission. Disclosure regarding the Guarantee Account
and the General Account, however, may be subject to certain generally applicable
provisions of the federal securities laws relating to the accuracy and
completeness of statements made in prospectuses.

The Guarantee Account

The Policyowner may allocate net premium payments to the Guarantee Account or
transfer amounts between the Guarantee Account and the Investment Subdivisions
of Account 4. Upon maturity or surrender of the policy, any amount in the
Guarantee Account is added to the Account Value in the Separate Account, and,
after deduction of any applicable surrender charge, is paid in a lump sum, or
applied under an optional payment plan, (see Income Payments, p. 35.). Amounts
allocated or transferred to the Guarantee Account earn interest at the interest
rate in effect at the time of such allocation. This rate is guaranteed to be at
least 4% per annum, however a higher rate of interest may be credited. Any
interest credited in excess of the guaranteed interest rate of 4% per annum will
be determined at the sole discretion of Life of Virginia. Life of Virginia has
no obligation to credit excess interest. With respect to each amount allocated,
the interest rate in effect at the time of allocation will be credited for one
year from that date. Each year for which a particular interest rate is
guaranteed with respect to a particular allocation is the interest rate
guarantee period. At the end of the interest rate guarantee period, a new
interest rate will become effective, and a new interest rate guarantee period
will commence with respect to that portion of the account value in the Guarantee
Account represented by that particular allocation.

Charges

The Mortality and Expense Risk and Distribution Expense charges are not
deducted from the Guarantee Account. Such charges are borne solely by the
Separate Account. The annual policy maintenance charge will be deducted from
the Guarantee Account if there is no account value in the Separate Account. If
there is insufficient account value in the Separate Account at the time the
charge is deducted, the excess of the policy maintenance charge over the amount
deducted from the Separate Account will be deducted from the Guarantee Account.
(See Policy Maintenance Charge, p. 31.)

Surrender charges apply to account values allocated to the General Account in
the same manner in which these charges apply to account values allocated to the
Separate Account.

Transfers

The policyowner may transfer amounts between the Guarantee Account and the
Investment Subdivisions of Account 4. Transfers will be effective on the date
the Policyowner's transfer request is received by the company.

With respect to transfers between the Guarantee Account and the Investment
Subdivisions of Account 4, the following restrictions may be imposed:

Transfers from any particular allocation to the Guarantee Account to
subdivisions of Account 4 may be made only during the 30 day period beginning
with the end of the preceding interest rate guarantee period applicable to
that particular allocation. The company may limit the amount which may be
transferred, but that amount will not be limited to less than 25% of that
portion of the Guarantee Account represented by that particular allocation,
plus any accrued interest on that amount.

No transfers from any subdivision of Account 4 to the Guarantee Account may be
made during the six month period following the transfer of any amount from the
Guarantee Account to any subdivisions of the Separate Account.

In all other respects, the rules and charges applicable to transfers between the
various Investment Subdivisions of the Separate Account will apply to transfers
involving the Guarantee Account.

Surrenders

Surrenders may be made from the Guarantee Account in addition to the Separate
Account, (see Distributions Under the Policy, p. 28.). If a partial surrender
is requested, the Policyowner may specify the accounts from which the deduction
should be made. If no account is specified, the amount of the partial surrender
will be deducted first from the Investment Subdivisions of the Separate Account
on a pro-rata basis, in proportion to the Account Value in the Separate Account.
Any amount remaining will be deducted from the Guarantee Account. Deductions
from the Guarantee Account will be taken from the amounts, (including interest
credited to such amounts), which have been in the Guarantee Account for the
longest period of time.

Deferral of Payment

Life of Virginia may defer payment of any amount from the Guarantee Account
for up to six months. Payment will not be deferred if applicable law requires
earlier payment, or if the amount payable is to be used to pay premiums on
policies in force with the company.

THE GUARANTEE ACCOUNT MAY NOT BE AVAILABLE IN ALL STATES OR MARKETS

Dated May 1, 1995
The Life Insurance Company of Virginia
6610 West Broad Street
Richmond, Virginia 23230

<PAGE>

SUPPLEMENT DATED MAY 30, 1995
TO PROSPECTUS DATED MAY 1, 1995

Life of Virginia Separate Account 4

As of the date of this supplement, Policyowners in the State of
California may invest in the three Investment Subdivisions of Separate
Account 4 that were previously unavailable to them. These are the ones
investing in shares of the Contrafund Portfolio of the Variable Insurance
Products Fund II, and the ones investing in shares of the Utility Fund and
the Corporate Bond Fund of the Insurance Management Series.

The Life Insurance Company of Virginia
6610 West Broad Street
Richmond, Virginia 23230

SUPPLEMENT DATED JULY 11, 1995 TO PROSPECTUS DATED MAY 1, 1995

Life of Virginia Separate Account 4

Form P1143 4/94

Pursuant to investment advisory agreements between Aon Advisors, Inc.
("AAI") and Life of Virginia Series Fund, Inc. (the "Fund"), AAI has agreed
to reimburse each of the portfolios of the Fund for any operating expenses
in excess of certain limits established for the portfolio. The total
annual expenses for Common Stock Index Portfolio and Money Market Portfolio
shown in the table on page 8 of the prospectus reflect such reimbursements.
Since the International Equity Portfolio and Real Estate Securities
Portfolio were recently organized and have little or no operating history,
the expenses for these portfolios are estimates provided by the Fund and
reflect anticipated reimbursements from AAI.

The applicable investment advisory agreements require AAI to reimburse
the International Equity Portfolio for expenses in excess of 1.75% of the
first $30 million of average daily net assets and 1.00% of such assets in
excess of $30 million and to reimburse the Real Estate Securities Portfolio
for expenses in excess of 1.50% of the first $30 million of average daily
net assets and 1.00% of such assets in excess of $30 million. In addition,
on a voluntary basis (outside the investment advisory agreements) AAI has
agreed until May 1, 1996, to reimburse these two portfolios for expenses in
excess of the following amounts: International Equity Portfolio, 1.50% of
the first $30 million of average daily net assets; Real Estate Securities
Portfolio, 1.25% of the first $30 million of average daily net assets.
Although AAI may end the voluntary reimbursements after May 1, 1996, it
currently has no intention of doing so. For additional information, see
the prospectus for the Fund.

The information contained in the Fee Table (pp. 7-14) for those
portfolios is hereby deleted and replaced by the following which reflects
the voluntary expense reimbursement mentioned above:

Life of Virginia Series Fund Annual Expenses
(as a % of average net assets)

International Real Estate
Equity Securities
Portfolio Portfolio
Management Fees 1.00% .85%
Other Expenses (after any expense reimbursements) .50% .40%
Total Fund Annual Expenses 1.50% 1.25%

EXAMPLES

A Policyowner would pay the following expense on a $1,000 investment, assuming a
5% annual return on assets and the charges and expenses reflected in the Fee
Table above (including the elective death benefit rider):

Subdivision Investing In: 1 Year 3 Years 5 Years 10 Years

<S> <C> <C> <C> <C>
1. If you surrender your Policy at the end
of the applicable period:

International Equity Portfolio $88.74 $160.37 $215.51 $372.49
Real Estate Securities Portfolio 86.38 153.42 203.87 349.24

2. If you annuitize, or do not surrender
your Policy:

International Equity Portfolio $33.85 $103.70 $176.52 $372.49
Real Estate Securities Portfolio 31.36 96.33 164.40 349.24
</TABLE>

A Policyowner would pay the following expense on a $1,000 investment,
assuming a 5% annual return on assets and the charges and expenses
reflected in the Fee Table above (excluding the elective death benefit
rider):

Subdivision Investing In: 1 Year 3 Years 5 Years 10 Years

<S> <C> <C> <C> <C>
1. If you surrender your Policy
at the end of the applicable period:

International Equity Portfolio $85.38 $150.04 $197.43 $331.78
Real Estate Securities Portfolio 83.03 143.05 185.45 308.01

2. If you annuitize, or do not surrender
your Policy:

International Equity Portfolio $30.30 $92.73 $157.68 $331.78
Real Estate Securities Portfolio 27.81 85.32 145.45 308.01

</TABLE>

For purposes of these examples, the $25 Annual Policy Maintenance Charge
has been translated into an assumed charge at an annual rate of 0.10% of
Account Value. The actual amount of the policy maintenance charge
attributable to a $1,000 investment will depend on the amount of the total
investment in the Policy. Surrender includes annuitization over a period
of less than 5 years.

The Life Insurance Company of Virginia
6610 West Broad Street
Richmond, Virginia 23230

<PAGE>

SUPPLEMENT DATED OCTOBER 2, 1995
TO PROSPECTUS DATED MAY 1, 1995

LIFE OF VIRGINIA SEPARATE ACCOUNT 4
POLICY FORM P1140 10/90

This supplement hereby amends the date of the prospectus for this Policy to
October 2, 1995.

As of the date of this supplement, four new investment subdivisions are added to
Separate Account 4, all of which are available under this Policy. Two invest
solely in a designated portfolio of the Janus Aspen Series and two invest solely
in a designated portfolio of the Alger American Fund. Both the Janus Aspen
Series and the Alger American Fund are series type mutual funds. Information
relating to the funds, their investment advisers and available portfolios are
briefly set forth below or in the prospectus for Separate Account 4. More
comprehensive information relating to the funds and their portfolios, including
a discussion of potential risks, is found in the current prospectuses for the
funds.

The following information supplements the description of the funds beginning on
page 20 of the prospectus:

Janus Aspen Series

Janus Aspen Series ("JAS") currently has seven portfolios, five of which are
currently available to Policyholders through Separate Account 4: Growth
Portfolio, Aggressive Growth Portfolio, Worldwide Growth Portfolio, Balanced
Portfolio, and Flexible Income Portfolio. THE BALANCED PORTFOLIO AND THE
FLEXIBLE INCOME PORTFOLIO ARE NOT AVAILABLE IN CONNECTION WITH POLICIES ISSUED
TO CALIFORNIA POLICYOWNERS.

The Balanced Portfolio has the investment objective of seeking long-term growth
of capital balanced by current income. The Portfolio normally invests 40-60% of
its assets in equity securities selected for growth potential and 40-60% of its
assets in fixed-income securities.

The Flexible Income Portfolio has the investment objective of seeking to
maximize total return from a combination of income and capital appreciation by
investing in any type of income-producing securities. THIS PORTFOLIO MAY HAVE
SUBSTANTIAL HOLDINGS OF LOWER-RATED DEBT SECURITIES OR "JUNK" BONDS.

The Alger American Fund

The Alger American Fund ("AAF") currently has six portfolios, two of which are
currently available to Policyholders through Separate Account 4: Alger American
Small Capitalization Portfolio and Alger American Growth Portfolio. THESE
PORTFOLIOS ARE NOT AVAILABLE IN CONNECTION WITH POLICIES ISSUED TO CALIFORNIA
POLICYOWNERS.

The Alger American Small Capitalization Portfolio has the investment objective
of long- term capital appreciation. Except during temporary defensive periods,
this Portfolio invests at least 65% of its total assets in equity securities of
companies that, at the time of purchase, have a total market capitalization of
less than $ 1 billion.

The Alger American Growth Portfolio has the investment objective of long-term
capital appreciation. Except during temporary defensive periods, this Portfolio
invests at least 65% of its total assets in equity securities of companies that,
at the time of purchase, have a total market capitalization of $ 1 billion or
greater.

Fred Alger Management, Inc. serves as the investment manager to AAF.

THERE IS NO ASSURANCE THAT THE STATED INVESTMENT OBJECTIVES OF ANY OF THE FUND
PORTFOLIOS WILL BE ACHIEVED

The following supplements the Fee Table on pages 7 through 9 of the Separate
Account 4 prospectus by adding new columns for each of the four new portfolios.
These should be read in conjunction with the footnotes accompanying the
narrative description to the Fee Table and Examples:

JAS
(as a % of average net assets)

Balanced Flexible Income
Portfolio Portfolio

Management Fees (after reimbursement) 0.83 0.30*
Other expenses 0.74 0.70

Total Expenses (after reimbursement) 1.57 1.00*

* Janus Capital Corporation, the investment adviser to JAS, has agreed to waive
the management fee of the Flexible Income Portfolio to the extent necessary to
limit the Portfolio's expenses to 1.00% of its average daily net assets in any
fiscal year. Without this waiver, the Portfolio's "management fee" would have
been 0.65% and its "total expenses" 1.35% for the fiscal year ended December 31,
1994.
AAF
(as a % of average net assets)

Growth Small Capitalization
Portfolio Portfolio

Management Fees 0.75 0.85
Other expenses 0.11 0.11

Total Expenses 0.86 0.96

The following is added to the Examples on pages 10 and 11 of the prospectus:

A Policyowner would pay the following expense on a $1,000 investment, assuming a
5% annual return on assets and the charges and expenses reflected in the Fee
Table above:

1. If you surrender* your Policy at the end of the applicable period:

1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Janus Aspen Series
Balanced Portfolio $90.50 $146.96 $194.24 $333.65
Flexible Income Portfolio 84.81 129.88 166.01 278.62

The Alger American Fund
Small Capitalization Portfolio 84.41 128.67 164.00 274.63
Growth Portfolio 83.41 125.64 158.95 264.58

</TABLE>

2. If you annuitize at the end of the applicable period, or do not
surrender*:

<S> <C> <C> <C> <C>
Janus Aspen Series
Balanced Portfolio 30.50 93.32 158.65 333.65
Flexible Income Portfolio 24.81 76.35 130.55 278.62

The Alger American Fund
Small Capitalization Portfolio 24.41 75.15 128.55 274.63
Growth Portfolio 23.41 72.14 123.52 264.58

</TABLE>

* surrender includes annuitization over a period of less than 5 years

For purposes of these examples, the $30 Policy Maintenance Charge has been
translated into an assumed charge at an annual rate of 0.10% of Account Value.
The Actual amount of the Policy Maintenance Charge attributable to a $1,000
investment will depend on the amount of a Policy's Account Value.

Termination of Certain Investment Subdivisions

Effective November 23, 1995, premium payments and transfers may no longer
be allocated to the six investment subdivisions of Separate Account 4
investing in shares of the following Portfolios of the Funds:

Variable Insurance Products Fund
-- Money Market Portfolio
-- High Income Portfolio

Neuberger & Berman Advisers Management Trust
-- Balanced Portfolio
-- Growth Portfolio
-- Limited Maturity Bond Portfolio

Oppenheimer Variable Account Funds
-- Oppenheimer Money Fund

Although premium payments and transfers may not be allocated to the
investment subdivisions listed above as of November 23, 1995, account
values that are allocated to those subdivisions as of November 22, 1995 may
remain invested in the subdivisions.

Policyholders currently allocating premium payments to any of the six
investment subdivisions noted above may, by written notice to the Home
Office, change their allocation instructions to re-allocate those payments
to other investment subdivisions prior to November 23, 1995. If a
Policyholder does not do so, the portions of any premiums received on or
after November 23, 1995 that would have been allocated to any of the six
subdivisions will be refunded to the Policyholder. Similarly, transfer
requests to any of the six investment subdivisions received on or after
November 23, 1995 will not be implemented.

If a Policyholder has a Dollar-Cost Averaging program in effect that
automatically transfers account values into any of the six investment
subdivisions noted above, transfers under the Dollar-Cost Averaging program
into those subdivisions will cease as of November 23, 1995. Policyholders
in this situation should, by written notice to the Home Office, change
their allocation instructions to re-allocate those payments to other
investment subdivisions prior to November 23, 1995. If a Policyholder does
not so re-allocate Dollar-Cost Averaging transfers prior to that date,
account value that would have been transferred to any of the six investment
subdivisions will remain in the subdivision that has been designated by the
Policyholder to fund Dollar-Cost Averaging transfers.

The Life Insurance Company of Virginia
6610 West Broad Street
Richmond, Virginia 23230

<PAGE>

THE LIFE INSURANCE COMPANY OF VIRGINIA
SEPARATE ACCOUNT 4

STATEMENT OF ADDITIONAL INFORMATION
FOR THE
FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY POLICY
FORM P1140 10/90

OFFERED BY
THE LIFE INSURANCE COMPANY OF VIRGINIA
(A Virginia Stock Corporation)
6610 W. Broad Street
Richmond, Virginia 23230

This Statement of Additional Information expands upon subjects discussed in
the current Prospectus for the above-named Flexible Premium Variable
Deferred Annuity Policy ("Policy") offered by The Life Insurance Company of
Virginia. You may obtain a copy of the Prospectus dated May 1, 1995, by
calling (800) 352-9910, or writing to The Life Insurance Company of
Virginia, 6610 W. Broad Street, Richmond, Virginia 23230. Terms used in
the current Prospectus for the Policy are incorporated in this Statement.

THIS STATEMENT OF ADDITIONAL INFORMATION IS
NOT A PROSPECTUS AND SHOULD BE READ ONLY
IN CONJUNCTION WITH THE PROSPECTUS FOR THE POLICY.

Dated May 1, 1995

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

Page

The Life Insurance Company of Virginia . . . . . . . . . . . . . . 3

The Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Transfer of Annuity Units . . . . . . . . . . . . . . . . . . . . 3
Net Investment Factor . . . . . . . . . . . . . . . . . . . . . . 3

Termination of Participation Agreements . . . . . . . . . . . . . . 4

Calculation of Total Return and Yield . . . . . . . . . . . . . . . 4
Money Market Investment Subdivisions . . . . . . . . . . . . . . 4

Federal Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . 9
Taxation of Life of Virginia . . . . . . . . . . . . . . . . . . . 9
IRS Required Distributions . . . . . . . . . . . . . . . . . . . . 9

General Provisions . . . . . . . . . . . . . . . . . . . . . . . . 10
Using the Policies as Collateral . . . . . . . . . . . . . . . . 10
Non-Participating . . . . . . . . . . . . . . . . . . . . . . . . 10
Evidence of Death, Age, Sex or Survival . . . . . . . . . . . . . 10
Misstatement of Age or Sex . . . . . . . . . . . . . . . . . . . 10
Incontestability . . . . . . . . . . . . . . . . . . . . . . . . 10
Annual Statement . . . . . . . . . . . . . . . . . . . . . . . . 10
Written Notice . . . . . . . . . . . . . . . . . . . . . . . . . 10

Distribution of the Policies . . . . . . . . . . . . . . . . . . . 11

Legal Developments Regarding Employment-Related Benefit Plans . . . 11

Safekeeping of the Assets of Separate Account 4 . . . . . . . . . . 11

Additions, Deletions, or Substitutions of Investments . . . . . . . 11

State Regulation of Life of Virginia . . . . . . . . . . . . . . . 12

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 12

<PAGE>

THE LIFE INSURANCE COMPANY OF VIRGINIA

The Life Insurance Company of Virginia ("Life of Virginia") has operated
as a stock life insurance company since March 21, 1871 under a charter
granted by the Commonwealth of Virginia and has done business continuously
since that time as "The Life Insurance Company of Virginia."

Life of Virginia is a wholly-owned subsidiary of Combined Insurance
Company of America, which in turn, is a wholly-owned subsidiary of Aon
Corporation, ("Aon"). Aon, a publicly-owned Delaware corporation, is a
holding corporation principally engaged through subsidiaries in the
insurance and insurance brokerage business. As of December 31, 1994, Mr.
Patrick G. Ryan, President of Aon, owned directly and beneficially
12,886,408 shares (12%) of the common stock of Aon.

Aon indirectly owns the stock of Forth Financial Securities Corporation
(a broker/dealer registered with the Commission, which acts as principal
underwriter for the Policies) and directly owns the stock of Aon Advisors,
Inc. (an investment adviser registered with the Commission which acts in
that capacity for the Life of Virginia Series Fund, Inc.).

THE POLICIES

TRANSFER OF ANNUITY UNITS

Upon the Policyowner's request, Annuity Units may be transferred once per
calendar year from the Investment Subdivision in which they are currently
held. However, where permitted by state law, Life of Virginia reserves the
right to refuse to execute any transfer if any of the Investment
Subdivisions that would be affected by the transfer are unable to purchase
or redeem shares of the mutual funds in which the Investment Subdivisions
invest. The amount of the increase in the number of Annuity Units for the
Investment Subdivision to which the transfer is made is (a) times (b)
divided by (c) where: (a) is the number of Annuity Units for the
Investment Subdivision in which the Annuity Units are currently held; (b)
is the Annuity Unit Value for the Investment Subdivision in which the
Annuity Units are currently held; and (c) is the Annuity Unit Value for the
Investment Subdivision to which the transfer is made.

NET INVESTMENT FACTOR

The Net Investment Factor measures investment performance of the
Investment Subdivisions of Account 4 during a Valuation Period. Each
Investment Subdivision has its own Net Investment Factor for a Valuation
Period. The Net Investment Factor of an Investment Subdivision available
under the policies for a Valuation Period is (a) divided by (b) minus (c)
where:

(a) is (1) the value of the net assets of that Investment Subdivision at the
end of the preceding Valuation Period, plus (2) the investment income and
capital gains, realized or unrealized, credited to the net assets of that
Investment Subdivision during the Valuation Period for which the Net
Investment Factor is being determined, minus (3) the capital losses,
realized or unrealized, charged against those assets during the Valuation
Period, minus (4) any amount charged against that Investment Subdivision
for taxes, or any amount set aside during the Valuation Period by Life of
Virginia as a provision for taxes attributable to the operation or
maintenance of that Subdivision; and

(b) is the value of the net assets of that Investment Subdivision at the end
of the preceding Valuation Period; and

(c) is a charge no greater than .0031690% for each day in the Valuation
Period. This corresponds to 1.15% per year of the net assets of that
Investment Subdivision for mortality and expense risks.

The value of the assets in Account 4 will be taken at their fair market
value in accordance with generally accepted accounting practices and
applicable laws and regulations.

<PAGE>

TERMINATION OF PARTICIPATION AGREEMENTS

The participation agreements pursuant to which the Funds sell their
shares to Account 4 contain varying provisions regarding termination. The
following summarizes those provisions:

Fidelity Variable Insurance Products Fund and Variable Insurance Products
Fund II. ("the Fund") These agreements provide for termination (1) on one
year's advance notice by either party, (2) at Life of Virginia's option if
shares of the Fund are not reasonably available to meet requirements of the
policies, (3) at the option of either party if certain enforcement
proceedings are instituted against the other, (4) upon vote of the
policyowners to substitute shares of another mutual fund, (5) at Life of
Virginia's option if shares of the Fund are not registered, issued, or sold
in accordance with applicable laws, if the Fund ceases to qualify as a
regulated investment company under the Code, (6) at the option of the Fund
or its principal underwriter if it determines that Life of Virginia has
suffered material adverse changes in its business or financial condition or
is the subject of material adverse publicity, (7) at the option of Life of
Virginia if the Fund has suffered material adverse changes in its business
or financial condition or is the subject of material adverse publicity, or
(8) at the option of the Fund or its principal underwriter if Life of
Virginia decides to make another mutual fund available as a funding vehicle
for its policies.

Neuberger & Berman Advisers Management Trust. This agreement may be
terminated by either party on six months' written notice to the other.

Life of Virginia Series Fund, Inc. This agreement may be terminated by
either party on 360 days' written notice to the other.

Oppenheimer Variable Account Funds. This agreement may be terminated by
the parties on six months' advance written notice.

Janus Aspen Series. This agreement may be terminated by the parties on six
months' advance written notice.

Insurance Management Series. This agreement may be terminated by any of the
parties on 180 days written notice to the other parties.

CALCULATION OF PERFORMANCE DATA

From time to time, Life of Virginia may disclose total return, yield, and
other performance data for the Investment Subdivisions pertaining to the
Policies. Such performance data will be computed, or accompanied by
performance data computed, in accordance with the standards defined by the
Securities and Exchange Commission.

The calculations of yield, total return, and other performance data do
not reflect the effect of any premium tax that may be applicable to a
particular Policy. Premium taxes currently range from 0% to 3.5% of
premium based on the rules of the state in which the Policy is sold.

"MONEY MARKET" INVESTMENT SUBDIVISIONS

From time to time, advertisements and sales literature may quote the
yield of one or more of the "money market" Investment Subdivisions for a
seven-day period, in a manner which does not take into consideration any
realized or unrealized gains or losses on shares of the corresponding money
market investment portfolio or on its portfolio securities. This current
annualized yield is computed by determining the net change (exclusive of
unrealized gains and losses on the sale of securities and unrealized
appreciation and depreciation) at the end of the seven-day period in the
value of a hypothetical account under a Policy having a balance of one unit
in that "money market" Investment Subdivision at the beginning of the
period, dividing such net change in account value by the value of the
account at the beginning of the period to determine the base period return,
and annualizing the result on a 365-day basis. The net change in account
value reflects: 1) net income from the investment portfolio attributable
to the hypothetical account; and 2) charges and deductions imposed under
the Policy which are attributable to the hypothetical account. The charges
and deductions include the per unit charges for the policy maintenance
charge, distribution expense charge, and the mortality and expense risk
charge. For purposes of calculating current yields for a Policy, an
average per unit policy maintenance charge is used. Current Yield will be
calculated according to the following formula:

Current Yield = ((NCP - ES)/UV) X (365/7)

where:

NCP = the net change in the value of the investment portfolio (exclusive of
realized gains or losses on the sale of securities and unrealized
appreciation and depreciation) for the seven-day period attributable to
a hypothetical account having a balance of one Investment Subdivision
unit.

ES = per unit expenses of the hypothetical account for the seven-day
period.

UV = the unit value on the first day of the seven-day period.

The current yields for the "money market" Investment Subdivisions of
Account 4 available under the policy, based on the seven-day period ending
December 31, 1994 were:

Variable Insurance Products Fund 4.14%
Oppenheimer Variable Account Funds 2.42%
Life of Virginia Series Fund 4.91%

The effective yield of a "money market" Investment Subdivision determined
on a compounded basis for the same seven-day period may also be quoted.
The effective yield is calculated by compounding the base period return
according to the following formula:

Effective Yield = (1 + ((NCP - ES)/UV))365/7 - 1

where:

ES = per unit expenses of the hypothetical account for the seven-day period.

UV = the unit value for the first day of the seven-day period.

The effective yields for the "money market" Investment Subdivisions of
Account 4 available under the policy, based on the seven-day period ending
December 31, 1994 were:

Variable Insurance Products Fund 4.23%
Oppenheimer Variable Account Funds 2.45%
Life of Virginia Series Fund 5.03%

The yield on amounts held in a "money market" Investment Subdivision
normally will fluctuate on a daily basis. Therefore, the disclosed yield
for any given past period is not an indication or representation of future
yields or rates of return. A "money market" Investment Subdivision's
actual yield is affected by changes in interest rates on money market
securities, average portfolio maturity of the Investment Subdivision's
corresponding money market investment portfolio, the types and quality of
portfolio securities held by that investment portfolio, and that investment
portfolio's operating expenses. Because of the charges and deductions
imposed under the Policy, the yield for a "money market" Investment
Subdivision will be lower than the yield for its corresponding "money
market" investment portfolio.

Yield calculations do not take into account the Surrender Charge under
the Policy, a maximum of 6% of each Premium Payment made during the six
years prior to a full or partial surrender.

Total Return. Sales literature or advertisements may quote total return,
including average annual total return for one or more of the Investment
Subdivisions for various periods of time. When an Investment Subdivision
has been in operation for 1, 5, and 10 years, respectively, the average
annual total return for these periods will be provided. If total return
for any of these periods is unavailable, the average annual total return
for the period measured from the date the Investment Subdivision commenced
operations will be provided.

Average annual total return for other periods of time may also be
disclosed. Average annual total return for a period represents the average
annual compounded rate of return that would equate an initial investment of
$1,000 under a Policy to the redemption value of that investment as of the
last day of the period. The ending date for each period for which total
return quotations are provided will be for the most recent practicable,
considering the type and media of the communication, and will be stated in
the communication.

<PAGE>

Average annual total return will be calculated using Investment
Subdivision unit values and deductions for the distribution expense charge,
the policy maintenance charge, and the surrender charge as described below:

1. Life of Virginia calculates unit value for each Valuation Period
based on the performance of the Investment Subdivision's underlying
investment portfolio (after deductions for Fund expenses and the
mortality and expense risk charge).

2. The distribution expense charge is charged monthly at an annual rate
of 0.20% against the portion of the account value attributable to
premium payments made within ten years preceding the date of the
charge. Average annual total return for periods of ten years or
less will therefore reflect the deduction of a distribution expense
charge.

3. The policy maintenance charge is $30 per year, deducted at the
beginning of each Policy Year. For purposes of calculating average
annual total return, an average policy maintenance charge (currently
0.1% of account value attributable to the hypothetical investment)
is used.

4. The surrender charge will be determined by assuming a surrender of
the Policy at the end of the period. Average annual total return
for periods of six years or less will therefore reflect the
deduction of a surrender charge.

5. Total return will then be calculated according to the following
formula:

TR = (ERV/P)1/N - 1

where:

TR = the average annual total return for the period.

ERV = the ending redeemable value (reflecting deductions as described above)
of the hypothetical investment at the end of the period.

P = a hypothetical single investment of $1,000.

N = the duration of the period (in years).

Life of Virginia may also disclose total return for the Investment
Subdivisions, including such disclosure for periods prior to the date of
inception of Account 4. For such periods, performance data for the
Investment Subdivisions will be calculated based on the performance of the
corresponding investment portfolios of the Funds and the assumption that
the Investment Subdivisions were in existence for the same periods as those
indicated for the investment portfolios, with the level of Account 4 and
Policy charges that are currently in effect.

<PAGE>

Total Return for the Investment Subdivisions is as follows:

<TABLE>
<CAPTION>
For the 1-year For the 5-year From the date
period ended period ended of inception to
Subdivision 12/31/94 12/31/94 12/31/94
<S> <C> <C> <C>
VIP Fund
High Income -8.79% 11.97% 8.83%
Equity-Income -0.48% 8.43% 10.25%
Overseas -5.74% 3.65% 6.79%
Growth -7.37% 8.80% 11.65%

VIPF II
Asset Manager -13.00% 8.65% 8.41%
Contrafund N/A N/A N/A

Janus Aspen Series
Growth -4.72% N/A -0.84%
Aggressive Growth 8.65% N/A 21.97%
Worldwide Growth -5.93% N/A 10.07%

LOV Series Fund
Total Return -4.88% 6.88% 8.83%
Common Stock Index -7.38% 6.35% 9.40%
Government Securities -12.29% 4.39% 5.53%
International Equity N/A N/A N/A
Real Estate Securities N/A N/A N/A

Neuberger & Berman Advisers Management Trust
Balanced -10.47% 4.69% 4.22%
Limited Maturity Bond -7.50% N/A 0.76%
Growth -11.98% N/A 1.09%

Oppenheimer Variable Account Funds
Multiple Strategies -9.16% 5.27% 7.63%
Capital Appreciation -14.39% 9.74% 11.63%
Growth -6.46% 5.30% 8.86%
High Income -10.30% 13.06% 11.30%
Bond -9.15% 6.34% 7.15%

Insurance Management Series
Utility N/A
Corporate Bond N/A

</TABLE>

The Funds have provided the price information for the Portfolios, including
the Portfolio price information used to calculate the total returns of the
Investment Subdivisions for periods prior to the inception of the
Investment Subdivisions. Variable Insurance Products Fund, Variable
Insurance Products Fund II, Neuberger & Berman Advisers Management Trust,
Oppenheimer Variable Account Funds, Janus Aspen Series, and Insurance
Management Series are not affiliated with Life of Virginia. While Life of
Virginia has no reason to doubt the accuracy of the figures provided by
these nonaffiliated Funds, Life of Virginia does not represent that they
are true and complete, and disclaims all responsibility for these figures.

<PAGE>

Other Performance Data

Life of Virginia may disclose cumulative total return in conjunction with
the standard format described above. The cumulative total return will be
calculated using the following formula:

CTR = (ERV/P) - 1

where:

CTR = the cumulative total return for the period.

ERV = the ending redeemable value (reflecting deductions as described above)
of the hypothetical investment at the end of the period.

P = a hypothetical single investment of $1,000.

Sales literature or advertisements may also quote cumulative and/or
average annual total return that does not reflect the surrender charge.
This is calculated in exactly the same way as average annual total return,
except that the ending redeemable value of the hypothetical investment is
replaced with an ending value for the period that does not take into
account any charges on withdrawn amounts.

Other non-standard quotations of Investment Subdivision performance may
also be used in sales literature and advertisements. Such quotations will
be accompanied by a description of how they were calculated.

<PAGE>

FEDERAL TAX MATTERS

TAXATION OF LIFE OF VIRGINIA

Life of Virginia does not expect to incur any federal income tax
liability attributable to investment income or capital gains retained as
part of the reserves under the Policies. (See Federal Tax Matters, p. 38.)
Based upon these expectations, no charge is being made currently to Account
4 for federal income taxes which may be attributable to the Account. Life
of Virginia will periodically review the question of a charge to Account 4
for federal income taxes related to the Account. Such a charge may be made
in future years if Life of Virginia believes that it may incur federal
income taxes. This might become necessary if the tax treatment of Life of
Virginia is ultimately determined to be other than what Life of Virginia
currently believes it to be, if there are changes made in the federal
income tax treatment of annuities at the corporate level, or if there is a
change in Life of Virginia's tax status. In the event that Life of
Virginia should incur federal income taxes attributable to investment
income or capital gains retained as part of the reserves under the
Policies, the Account Value would be correspondingly adjusted by any
provision or charge for such taxes.

Life of Virginia may also incur state and local taxes (in addition to
premium taxes) in several states. At present, these taxes, with the
exception of premium taxes, are not significant. If there is a material
change in applicable state or local tax laws causing an increase in taxes
other than premium taxes (for which Life of Virginia currently imposes a
charge), charges for such taxes attributable to Account 4 may be made.

IRS REQUIRED DISTRIBUTIONS

In order to be treated as an annuity contract for federal income tax
purposes, section 72(s) of the Code requires any Non-Qualified Policy to
provide that (a) if any Policyowner dies on or after the Maturity Date but
prior to the time the entire interest in the Policy has been distributed,
the remaining portion of such interest will be distributed at least as
rapidly as under the method of distribution being used as of the date of
that Policyowner's death; and (b) if any Policyowner dies prior to the
Maturity Date, the entire interest in the Policy will be distributed (1)
within five years after the date of that Policyowner's death, or (2) as
Income Payments which will begin within one year of that Policyowner's
death and which will be made over the life of the Policyowner's "designated
beneficiary" or over a period not extending beyond the life expectancy of
that beneficiary. The Policyowner's "designated beneficiary" generally is
the person who will be treated as the sole owner of the Policy following
the death of the Owner, Joint Owner or, in certain circumstances, the
Annuitant. However, if the Policyowner's "designated beneficiary" is the
surviving spouse of the decedent, these distribution rules will not apply
until the surviving spouse's death (and this spousal exception will not
again be available). If any Policyowner is not an individual, the change
or death of the Annuitant will be treated as the death of a Policyowner for
purposes of these rules.

The Non-Qualified Policies contain provisions which are intended to
comply with the requirements of section 72(s) of the Code, although no
regulations interpreting these requirements have yet been issued. Life of
Virginia intends to review such provisions and modify them if necessary to
assure that they comply with the requirements of Code section 72(s) when
clarified by regulation or otherwise.

Other rules may apply to Qualified Policies.

<PAGE>

GENERAL PROVISIONS

USING THE POLICIES AS COLLATERAL

A Non-Qualified Policy can be assigned as collateral security. Life of
Virginia must be notified in writing if a Policy is assigned. Any payment
made before the assignment is recorded at Life of Virginia's Home Office
will not be affected. Life of Virginia is not responsible for the validity
of an assignment. A Policyowner's rights and the rights of a Beneficiary
may be affected by an assignment.

A Qualified Policy may not be sold, assigned, transferred, discounted,
pledged or otherwise transferred except under such conditions as may be
allowed under applicable law.

NON-PARTICIPATING

The Policy is non-participating. No dividends are payable.

EVIDENCE OF DEATH, AGE, SEX OR SURVIVAL

Life of Virginia will require proof of death before it acts on policy
provisions relating to the death of the Policyowner or other person(s).
Life of Virginia may also require proof of the age, sex or survival of any
person or persons before acting on any applicable policy provision.

MISSTATEMENT OF AGE OR SEX

If the Annuitant's age or sex (or the Contingent Annuitant's age or sex,
in the case of a Joint Policy) was misstated in the application, Income
Payments will be determined using the Annuitant's (or Contingent
Annuitant's) true age and sex on the date Income Payments begin. The
Account Value, Surrender Value or Death Benefit will not be adjusted.

INCONTESTABILITY

Life of Virginia will not contest the Policy.

ANNUAL STATEMENT

Within 30 days after each policy anniversary, Life of Virginia will send
the Owner an annual statement. The statement will show the Account Value
and Surrender Value as of the Policy anniversary. The statement will also
show Premium Payments made and charges made during the policy year.

WRITTEN NOTICE

Any written notice should be sent to Life of Virginia at its Home Office
at 6610 West Broad Street, Richmond, Virginia 23230. The policy number and
the Annuitant's full name must be included.

Life of Virginia will send all notices to the Owner at the address shown
in the application unless the Owner requests that notices be sent to a new
address.

<PAGE>

DISTRIBUTION OF THE POLICIES

Forth Financial Securities Corporation, the principal underwriter of the
Policies, is registered with the Securities and Exchange Commission under
the Securities Exchange Act of 1934 as a broker-dealer and is member of the
National Association of Securities Dealers, Inc.

The Policies are offered to the public through brokers licensed under the
federal securities laws and state insurance laws that have entered into
agreements with Forth Financial Securities Corporation. The offering is
continuous and Forth Financial Securities Corporation does not anticipate
discontinuing the offering of the Policies. However, Life of Virginia does
reserve the right to discontinue the offering of the Policies.

LEGAL DEVELOPMENTS REGARDING EMPLOYMENT-RELATED BENEFIT PLANS

On July 6, 1983, the Supreme Court held in Arizona Governing Committee
for Tax Deferred Annuity v. Norris, 463 U.S. 1073 (1983), that optional
annuity benefits provided under an employee's deferred compensation plan
could not, under Title VII of the Civil Rights Act of 1964, vary between
men and women on the basis of sex. The Policy contains guaranteed annuity
purchase rates for certain optional payment plans that distinguish between
men and women. Accordingly, employers and employee organizations should
consider, in consultation with legal counsel, the impact of Norris, and
Title VII generally, on any employment-related insurance or benefit program
for which a Policy may be purchased.

SAFEKEEPING OF THE ASSETS OF ACCOUNT 4

Life of Virginia holds the assets of Account 4. The assets are kept
segregated and held separate and apart from the General Account and any
other separate investment account of Life of Virginia. Life of Virginia
maintains records of all Account 4 purchases and redemptions of the shares
of each portfolio of the Funds. A blanket fidelity bond issued by Aetna
Casualty and Surety Company of Illinois, in the amount of $15 million
covers all of the officers and employees of Life of Virginia.

ADDITIONS, DELETIONS, OR SUBSTITUTIONS OF INVESTMENTS

Life of Virginia reserves the right, subject to compliance with
applicable law, to make additions to, deletions from, or substitutions for
the shares of the Fund portfolios that are held by Account 4 or that
Account 4 may purchase. If the shares of a portfolio are no longer
available for investment or if in its judgment further investment in any
portfolio should become inappropriate in view of the purposes of Account 4,
Life of Virginia reserves the right to eliminate the shares of any of the
portfolios of the Funds and to substitute shares of another portfolio or of
another open-end, registered investment company. Life of Virginia will not
substitute any shares attributable to a Policyowner's Account Value in
Account 4 without notice and prior approval of the Commission, to the
extent required by the 1940 Act or other applicable law. Nothing contained
herein shall prevent Account 4 from purchasing other securities for other
series or classes of policies or from permitting a conversion between
portfolios or classes of policies on the basis of requests made by
Policyowners.

Life of Virginia also reserves the right to establish additional
Investment Subdivisions of Account 4, each of which would invest in a
separate portfolio of a Fund, or in shares of another investment company,
with a specified investment objective. New Investment Subdivisions may be
established when, in the sole discretion of Life of Virginia, marketing,
tax or investment conditions warrant, and any new Investment Subdivisions
may be made available to existing Policyowners on a basis to be determined
by Life of Virginia. One or more Investment Subdivisions may also be
eliminated if, in the sole discretion of Life of Virginia, marketing, tax,
or investment conditions warrant.

In the event of any such substitution or change, Life of Virginia may, by
appropriate endorsement, make such changes in these and other policies as
may be necessary or appropriate to reflect such substitution or change. If
deemed by Life of Virginia to be in the best interests of persons having
voting rights under the Policies, and, if permitted by law, Life of
Virginia may deregister Account 4 under the 1940 Act in the event such
registration is no longer required; manage Account 4 under the direction of
a committee; or combine Account 4 with other Life of Virginia separate
accounts. To the extent permitted by applicable law, Life of Virginia may
also transfer the assets of Account 4 associated with the Policies to
another separate account. In addition, Life of Virginia may, when
permitted by law, restrict or eliminate any voting rights of Policyowners
or other persons who have voting rights as to Account 4.

<PAGE>

STATE REGULATION OF LIFE OF VIRGINIA

Life of Virginia, a stock life insurance company organized under the laws
of Virginia, is subject to regulation by the State Corporation Commission
of the Commonwealth of Virginia. An annual statement is filed with the
Virginia Commissioner of Insurance on or before March 1 of each year
covering the operations and reporting on the financial condition of Life of
Virginia as of December 31 of the preceding year. Periodically, the
Commissioner of Insurance examines the liabilities and reserves of Life of
Virginia and Account 4 and certifies their adequacy, and a full examination
of Life of Virginia's operations is conducted by the State Corporation
Commission, Bureau of Insurance of the Commonwealth of Virginia at least
once every five years.

In addition, Life of Virginia is subject to the insurance laws and
regulations of other states within which it is licensed to operate.
Generally, the Insurance Department of any other state applies the laws of
the state of domicile in determining permissible investments. Presently,
Life of Virginia is licensed to do business in the District of Columbia and
all states, except New York.

LEGAL MATTERS

Certain legal matters relating to federal securities laws applicable to
the issue and sale of the Policies described in this Prospectus have been
passed upon by Sutherland, Asbill & Brennan of Washington, D.C. All
matters of Virginia law pertaining to the Policy, including the validity of
the Policy and Life of Virginia's right to issue the Policies under
Virginia insurance law, have been passed upon by William E. Daner, Jr.,
Counsel of Life of Virginia.

EXPERTS

The consolidated financial statements of The Life Insurance Company of
Virginia and subsidiaries, the financial statements of Life of Virginia
Separate Account 4, and the related financial statement schedules appearing
in this Registration Statement have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon appearing in
the Registration Statement and are included in reliance upon such reports
given upon the authority of such firm as experts in accounting and
auditing.

FINANCIAL STATEMENTS

This Statement of Additional Information contains financial statements
for Life of Virginia Separate Account 4 as of December 31, 1994, and for
each of the three years in the period then ended.

The consolidated financial statements of The Life Insurance Company of
Virginia and subsidiaries included herein should be distinguished from the
financial statements of Account 4 and should be considered only as bearing
on the ability of Life of Virginia to meet its obligations under the
Policy.

Such consolidated financial statements of The Life Insurance Company of
Virginia and subsidiaries should not be considered as bearing on the
investment performance of the assets held in Account 4.

<PAGE>

AUDITED FINANCIAL STATEMENTS

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

YEAR ENDED DECEMBER 31, 1994
WITH REPORT OF INDEPENDENT AUDITORS

<PAGE>

Life of Virginia Separate Account 4

Audited Financial Statements

Year Ended December 31, 1994

TABLE OF CONTENTS

Report of Independent Auditors............................................ 1
Statements of Assets and Liabilities ..................................... 3
Statements of Operations ................................................. 8
Statements of Changes in Net Assets....................................... 8
Notes to Financial Statements............................................. 23

<PAGE>

Report of Independent Auditors

Policyholders
Life of Virginia Separate Account 4
and
Board of Directors
The Life Insurance Company of Virginia

We have audited the accompanying statements of assets and liabilities of Life of
Virginia Separate Account 4 (comprising, the Life of Virginia Series Fund,
Inc.--Common Stock Index, Government Securities, Money Market and Total Return
portfolios, the Oppenheimer Variable Account Funds--Money, Bond, Capital
Appreciation, Growth, High Income and Multiple Strategies portfolios, the
Variable Insurance Products Fund--Money Market, High Income, Equity-Income,
Growth and Overseas portfolios, the Variable Insurance Products Fund II--Asset
Manager portfolio, the Advisers Management Trust--Balanced, Bond and Growth
portfolios and the Janus Aspen--Aggressive Growth, Growth and Worldwide Growth
portfolios) as of December 31, 1994 and the related statements of operations and
changes in net assets for each of the three years in the period then ended for
the Life of Virginia Series Fund, Inc. portfolios, the Oppenheimer Variable
Account Funds portfolios, the Variable Insurance Products Fund portfolios, the
Variable Insurance Products Fund II portfolio, the Advisers Management Trust
Balanced portfolios and for the years ended December 31, 1994 and 1993 and for
the period from May 1, 1992 (date of inception) to December 31, 1992 for the
Advisers Management Trust Bond and Growth portfolios and for the year ended
December 31, 1994 and for the period from September 13, 1993 (date of inception)
to December 31, 1993 for the Janus Aspen portfolios. 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 in accordance with generally accepted auditing
standards. Those standards 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. Our procedures
included confirmation of securities owned as of December 31, 1994, by
correspondence with the custodians. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of each of the respective
portfolios constituting Life of Virginia Separate Account 4 at December 31,
1994, and the results of their operations and changes in their net assets for
the periods described in the first paragraph, in conformity with generally
accepted accounting principles.

/s/ ERNST & YOUNG LLP

Richmond, Virginia
February 9, 1995

<PAGE>

Life of Virginia Separate Account 4

Statements of Assets and Liabilities

December 31, 1994

<TABLE>
<CAPTION>
LIFE OF VIRGINIA SERIES FUND, INC.
COMMON GOVERNMENT MONEY TOTAL
STOCK INDEX SECURITIES MARKET RETURN
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
<S> <C> <C> <C> <C>
ASSETS
Investment in Life of Virginia Series Fund, Inc.,
at fair value (NOTE 2):
Common Stock Index Portfolio
(357,502 shares; cost - $5,903,000) $5,619,930
Government Securities Portfolio
(592,124 shares; cost - $6,190,269) $5,631,097
Money Market Portfolio
(744,108 shares; cost - $7,664,126) $7,567,577
Total Return Portfolio
(905,954 shares; cost - $12,176,206) $12,145,575
Receivable from affiliate (NOTE 3) - - 33,492 26,955
Deposits in process 94,235 - - 5,789
5,714,165 5,631,097 7,601,069 12,178,319

LIABILITIES
Accrued expenses payable to affiliate (NOTE 3) 660 2,375 491 773
Withdrawal in process - - 327,460 -
TOTAL LIABILITIES 660 2,375 327,951 773

NET ASSETS $5,713,505 $5,628,722 $7,273,118 $12,177,546

Outstanding units: Type I (NOTE 2): 297,274 384,390 484,719 666,497

Net asset value per unit: Type I $ 18.58 $ 14.61 $ 13.01 $ 17.94

Outstanding units: Type II (NOTE 2): 10,408 889 75,600 12,498

Net asset value per unit: Type II $ 18.27 $ 14.38 $ 12.79 $ 17.65

</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

Life of Virginia Separate Account 4

Statements of Assets and Liabilities (continued)

December 31, 1994

<TABLE>
<CAPTION>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
CAPITAL MULTIPLE
MONEY BOND APPRECIATION GROWTH HIGH INCOME STRATEGIES
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO

<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investment in Oppenheimer Variable Account
Funds, at fair value (NOTE 2):
Money Portfolio (8,147,105 shares;
cost-$8,147,105) $8,147,105
Bond Portfolio (1,467,700 shares;
cost-$16,588,992) $15,821,803
Capital Appreciation Portfolio
(2,304,827 shares; cost-$61,196,841) $59,810,273
Growth Portfolio
(758,951 shares; cost-$12,600,587) $13,418,257
High Income Portfolio (2,568,258 shares;
cost-$27,053,166) $25,143,245
Multiple Strategies Portfolio
(2,354,414 shares; cost-$30,615,247) $30,395,484
Receivable from affiliate (NOTE 3) 24,869 - - - - -
Deposits in process - 4,428 - 467 - 17,097
8,171,974 15,826,231 59,810,273 13,418,724 25,143,245 30,412,581

LIABILITIES
Accrued expenses payable to affiliate (NOTE 3) 527 4,057 224,652 6,670 20,596 27,907
Withdrawal in process 7,109 - 597,998 - 84,055 -
TOTAL LIABILITIES 7,636 4,057 822,650 6,670 104,651 27,907

NET ASSETS $8,164,338 $15,822,174 $58,987,623 $13,412,054 $25,038,594 $30,384,674

Outstanding units: Type I (NOTE 2) 549,261 967,029 2,708,957 734,287 1,125,497 1,797,950

Net asset value per unit: Type I $ 13.64 $ 16.17 $ 21.25 $ 17.97 $ 20.83 $ 16.66

Outstanding units: Type II (NOTE 2) 50,143 11,655 68,052 12,276 77,818 26,302

Net asset value per unit: Type II $ 13.41 $ 15.90 $ 20.90 $ 17.67 $ 20.49 $ 16.38
</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

Life of Virginia Separate Account 4

Statements of Assets and Liabilities (continued)

December 31, 1994

VARIABLE INSURANCE PRODUCTS FUND
MONEY HIGH EQUITY-
MARKET INCOME INCOME GROWTH OVERSEAS
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO

<S> <C> <C> <C> <C> <C>
ASSETS
Investment in Variable Insurance
Products Fund, at fair value (NOTE 2):
Money Market Portfolio (61,800,755
shares; cost-$61,800,755) $61,800,755
High Income Portfolio (1,438,157
shares; cost-$15,671,385) $15,474,568
Equity-Income Portfolio (6,815,340
shares; cost-$99,615,371) $104,615,476
Growth Portfolio (4,687,047 shares;
cost-$96,550,263) $101,662,057
Overseas Portfolio (5,366,527 shares;
cost-$83,023,879) $84,093,479
Receivable from affiliate - - 43,534 - -
Deposits in process 315,775 - 195,878 73,060 114,710
62,116,530 15,474,568 104,854,888 101,735,117 84,208,189

LIABILITIES
Accrued expenses payable to
affiliate (NOTE 3) 50,806 49,691 6,698 52,884 16
Withdrawal in process - 4,401 - - -
TOTAL LIABILITIES 50,806 54,092 6,698 52,884 16

NET ASSETS $62,065,724 $15,420,476 $104,848,190 $101,682,233 $84,208,173

Outstanding units: Type I (NOTE 2) 4,123,571 804,420 5,088,608 4,641,036 5,128,595

Net asset value per unit: Type I $ 13.59 $ 17.94 $ 19.56 $ 21.27 $ 15.82

Outstanding units: Type II (NOTE 2) 450,740 56,076 276,392 141,845 197,672

Net asset value per unit: Type II $ 13.37 $ 17.64 $ 19.23 $ 20.92 $ 15.55

</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

Life of Virginia Separate Account 4

Statements of Assets and Liabilities (continued)

December 31, 1994

<TABLE>
<CAPTION>
VARIABLE
INSURANCE
PRODUCTS
FUND II ADVISERS MANAGEMENT TRUST
ASSET MANAGER BALANCED BOND GROWTH
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
<S> <C> <C> <C> <C>
ASSETS
Investment in Variable Insurance Products Fund II, at
fair value (NOTE 2):
Asset Manager Portfolio (31,709,032 shares;
cost-$448,488,957) $437,267,553

Investment in Advisers Management Trust, at fair
value (NOTE 2):
Balanced Portfolio (2,080,127 shares;
cost-$29,444,241) $30,182,644
Bond Portfolio (1,336,236 shares; cost-$18,880,108) $18,734,029
Growth Portfolio (341,004 shares; cost-$7,640,079) $6,926,451
Receivable from affiliate (NOTE 3) - 6,243 - -
Deposit in process 216,194 12,871 17,026 667
437,483,747 30,201,758 18,751,055 6,927,118

LIABILITIES
Accrued expenses payable to affiliate (NOTE 3) 584,315 1,889 37,592 7,790
TOTAL LIABILITIES 584,315 1,889 37,592 7,790

NET ASSETS $436,899,432 $30,199,869 $18,713,463 $6,919,328

ANALYSIS OF NET ASSETS:
For Variable Deferred Annuity Policies $29,790,516
Attributable to The Life Insurance Company of Virginia 409,353

NET ASSETS $30,199,869

Outstanding units: Type I (NOTE 2) 27,382,848 2,303,795 1,644,509 619,834

Net asset value per unit: Type I $ 15.70 $ 12.81 $ 10.83 $ 10.92

Outstanding units: Type II (NOTE 2) 450,885 22,065 83,962 13,906

Net asset value per unit: Type II $ 15.50 $ 12.64 $ 10.76 $ 10.84

</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

Life of Virginia Separate Account 4

Statements of Assets and Liabilities (continued)

December 31, 1994

JANUS ASPEN
AGGRESSIVE WORLDWIDE
GROWTH GROWTH GROWTH
PORTFOLIO PORTFOLIO PORTFOLIO
<S> <C> <C> <C>
ASSETS
Investment in Janus Aspen Trust, at
fair value (NOTE 2):
Aggressive Growth Portfolio (1,415,499 shares;
cost-$17,407,262) $19,279,097
Growth Portfolio (3,305,977 shares; cost-
$34,829,755) $34,944,172
Worldwide Portfolio (2,329,320 shares;
cost-$29,120,370) $28,114,888
Receivable from affiliate (NOTE 3) 17,362 - -
Deposits in process 205,757 122,155 74,361
19,502,216 35,066,327 28,189,249

LIABILITIES
Accrued expenses payable to affiliate (NOTE 3) 1,244 43,583 27,712
TOTAL LIABILITIES 1,244 43,583 27,712

NET ASSETS $19,500,972 $35,022,744 $28,161,537

Outstanding units: Type I (NOTE 2): 1,272,142 3,183,404 2,247,224

Net asset value per unit: Type I $ 13.53 $ 10.48 $ 11.91

Outstanding units: Type II (NOTE 2): 169,799 159,068 117,700

Net asset value per unit: Type II $ 13.48 $ 10.44 $ 11.87

</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

Life of Virginia Separate Account 4

<TABLE>
<CAPTION>
COMMON COMMON
STOCK INDEX STOCK
PORTFOLIO PORTFOLIO
YEAR ENDED DECEMBER 31,
STATEMENTS OF OPERATIONS 1994 1993 1992
<S> <C> <C> <C>
INVESTMENT INCOME
Income--Dividends $ 91,337 $ 697,795 $ 55,949
Expenses--Mortality and expense risk charges (NOTE 3) 58,672 33,168 17,134
Net investment income 32,665 664,627 38,815

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) (65,078) 36,398 16,404
Unrealized appreciation (depreciation) on investments (8,702) (368,422) 78,902
Net realized and unrealized gain (loss) on investments (73,780) (332,024) 95,306

Increase (decrease) in net assets from operations $ (41,115) $ 332,603 $ 134,121

STATEMENTS OF CHANGES IN NET ASSETS

INCREASE (DECREASE) IN NET ASSETS
From Operations:
Net investment income $ 32,665 $ 664,627 $ 38,815
Net realized gain (loss) (65,078) 36,398 16,404
Unrealized appreciation (depreciation) on investments (8,702) (368,422) 78,902
Increase (decrease) in net assets from operations (41,115) 332,603 134,121

From Capital Transactions:
Net premiums 1,724,390 1,629,848 680,572
Transfers (to) from the general account of Life of
Virginia:
Death benefits (10,380) (2,925) -
Surrenders (177,818) (66,451) (78,974)
Cost of insurance and administrative expense
(NOTE 3) (14,229) (9,084) (4,898)
Transfer gain (loss) and transfer fees (NOTE 3) (1,218) (3,154) 972
Transfers (to) from the Guarantee Account (NOTE 1) (20,371) 4,387 -
Interfund transfers 396,185 137,403 90,475
Increase in net assets from capital transactions 1,896,559 1,690,024 688,147

INCREASE IN NET ASSETS 1,855,444 2,022,627 822,268

NET ASSETS AT BEGINNING OF YEAR 3,858,061 1,835,434 1,013,166

NET ASSETS AT END OF YEAR $5,713,505 $3,858,061 $1,835,434

</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

LIFE OF VIRGINIA SERIES FUND, INC.
GOVERNMENT
SECURITIES BOND MONEY MARKET TOTAL RETURN
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
1994 1993 1992 1994 1993 1992 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 238,661 $ 424,284 $ 42,021 $ 222,610 $ 77,773 $ 62,338 $ 461,727 $ 702,805 $ 168,429
67,780 22,719 5,811 72,014 36,149 25,224 162,211 70,867 30,281
170,881 401,565 36,210 150,596 41,624 37,114 299,516 631,938 138,148

(401,286) 13,116 6,282 56,347 (82,932) (104,675) 52,519 130,193 (153,463)
(216,822) (345,790) (12,523) (36,981) (16,275) 55,769 (190,731) (117,570) 220,046
(618,108) (332,674) (6,241) 19,366 (99,207) (48,906) (138,212) 12,623 66,583

$ (447,227) $ 68,891 $ 29,969 $ 169,962 $ (57,583) $ (11,792) $ 161,304 $ 644,561 $ 204,731

$ 170,881 $ 401,565 $ 36,210 $ 150,596 $ 41,624 $ 37,114 $ 299,516 $ 631,938 $ 138,148
(401,286) 13,116 6,282 56,347 (82,932) (104,675) 52,519 130,193 (153,463)
(216,822) (345,790) (12,523) (36,981) (16,275) 55,769 (190,731) (117,570) 220,046
(447,227) 68,891 29,969 169,962 (57,583) (11,792) 161,304 644,561 204,731

2,890,849 4,107,731 200,381 26,435,513 8,371,284 7,792,685 4,226,681 3,686,129 2,235,174

(14,693) (2,832) - (19,063) - - (42,532) (8,267) (4,539)
(213,354) (26,529) (29,712) (2,204,998) (244,392) (125,525) (477,463) (207,134) (246,255)
(17,841) (8,301) (1,558) (30,941) (13,819) (16,262) (34,693) (21,065) (9,982)
1,433 4,184 (562) 11,405 59,703 (38,761) 25,934 (1,175) 4,596
(424,053) 2,825 (14,950) (2,851,523) (129,353) (38,356) (436,022) 33,351 36,000
(797,830) (103,313) (11,693) (17,423,556) (7,100,755) (6,966,827) 92,268 538,004 418,278
1,424,511 3,973,765 141,906 3,916,837 942,668 606,954 3,354,173 4,019,843 2,433,272

977,284 4,042,656 171,875 4,086,799 885,085 595,162 3,515,477 4,664,404 2,638,003

4,651,438 608,782 436,907 3,186,319 2,301,234 1,706,072 8,662,069 3,997,665 1,359,662

$5,628,722 $4,651,438 $608,782 $ 7,273,118 $ 3,186,319 $ 2,301,234 $12,177,546 $8,662,069 $3,997,665
</TABLE>

<PAGE>

Life of Virginia Separate Account 4

<TABLE>
<CAPTION>
MONEY
PORTFOLIO
YEAR ENDED DECEMBER 31,
1994 1993 1992
<S> <C> <C> <C>
STATEMENTS OF OPERATIONS (CONTINUED)

INVESTMENT INCOME (LOSS)
Income--Dividends $ 246,677 $ 72,251 $ 79,521
Expenses--Mortality and expense risk charges (NOTE 3) 70,775 27,478 23,613
Net investment income (loss) 175,902 44,773 55,908

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) - - -
Unrealized appreciation (depreciation) on investments - - -
Net realized and unrealized gain (loss) on investments - - -

Increase (decrease) in net assets from operations $ 175,902 $ 44,773 $ 55,908

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

INCREASE (DECREASE) IN NET ASSETS
From Operations:
Net investment income (loss) $ 175,902 $ 44,773 $ 55,908
Net realized gain (loss) - - -
Unrealized appreciation (depreciation) on investments - - -
Increase (decrease) in net assets from operations 175,902 44,773 55,908

From Capital Transactions:
Net premiums 7,678,267 1,262,217 2,571,321
Transfers (to) from the general account of Life of
Virginia:
Death benefits - - -
Surrenders (546,418) (19,071) (114,295)
Cost of insurance and administrative expense
(NOTE 3) (18,965) (6,880) (6,934)
Transfer gain (loss) and transfer fees (NOTE 3) 17,648 1,305 (1,471)
Transfers (to) from the Guarantee Account (NOTE 1) (386,202) (48,002) (279,423)
Interfund transfers (1,087,392) (1,598,881) (869,579)
Increase (decrease) in net assets from capital
transactions 5,656,938 (409,312) 1,299,619

INCREASE (DECREASE) IN NET ASSETS 5,832,840 (364,539) 1,355,527

NET ASSETS AT BEGINNING OF YEAR 2,331,498 2,696,037 1,340,510

NET ASSETS AT END OF YEAR $ 8,164,338 $ 2,331,498 $2,696,037

</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

OPPENHEIMER VARIABLE ACCOUNT FUNDS

BOND CAPITAL APPRECIATION GROWTH
PORTFOLIO PORTFOLIO PORTFOLIO
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
1994 1993 1992 1994 1993 1992 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 858,801 $ 616,922 $ 363,585 $ 4,077,084 $ 479,523 $ 95,236 $ 110,209 $ 175,640 $ 89,861
160,466 102,936 53,316 517,863 173,621 55,942 130,807 87,622 46,675
698,335 513,986 310,269 3,559,221 305,902 39,294 (20,598) 88,018 43,186

(47,152) 76,616 49,148 (295,786) 509,440 88,655 156,193 229,427 147,926
(1,076,673) 297,228 (128,275) (5,974,329) 3,153,749 1,064,129 (131,358) 185,199 410,489
(1,123,825) 373,844 (79,127) (6,270,115) 3,663,189 1,152,784 24,835 414,626 558,415

$ (425,490) $ 887,830 $ 231,142 $ (2,710,894) $ 3,969,091 $1,192,078 $ 4,237 $ 502,644 $ 601,601

$ 698,335 $ 513,986 $ 310,269 $ 3,559,221 $ 305,902 $ 39,294 $ (20,598) $ 88,018 $ 43,186
(47,152) 76,616 49,148 (295,786) 509,440 88,655 156,193 229,427 147,926
(1,076,673) 297,228 (128,275) (5,974,329) 3,153,749 1,064,129 (131,358) 185,199 410,489
(425,490) 887,830 231,142 (2,710,894) 3,969,091 1,192,078 4,237 502,644 601,601

$ 5,611,237 4,250,931 3,262,289 $ 33,580,537 10,894,579 3,898,617 $ 3,884,748 3,905,743 1,685,680

(186,474) (58,681) (14,246) (93,328) - (37,474) (9,773) - -
(413,064) (228,431) (225,060) (995,422) (347,575) (231,411) (515,377) (99,302) (121,774)
(37,823) (25,366) (13,935) (140,228) (48,222) (15,890) (33,196) (23,206) (12,564)
(16,223) 17,760 2,352 (217,849) 19,211 6,161 (9,445) (17,017) (13,533)
(532,602) 285,571 41,389 (361,814) 81,866 8,961 (99,892) 56,805 (73,473)
385,204 573,690 (1,025,514) 5,252,436 1,473,966 1,947,292 703,654 (119,621) 317,715
4,810,255 4,815,474 2,027,275 37,024,332 12,073,825 5,576,256 3,920,719 3,703,402 1,782,051

4,384,765 5,703,304 2,258,417 34,313,438 16,042,916 6,768,334 3,924,956 4,206,046 2,383,652

11,437,409 5,734,105 3,475,688 24,674,185 8,631,269 1,862,935 9,487,098 5,281,052 2,897,400

$15,822,174 $11,437,409 $ 5,734,105 $ 58,987,623 $24,674,185 $8,631,269 $13,412,054 $9,487,098 $5,281,052

</TABLE>

<PAGE>

Life of Virginia Separate Account 4
<TABLE>
<CAPTION>
OPPENHEIMER VARIABLE

HIGH INCOME
PORTFOLIO
YEAR ENDED DECEMBER 31,
1994 1993 1992
STATEMENTS OF OPERATIONS (CONTINUED)

<S> <C> <C> <C>
INVESTMENT INCOME
Income--Dividends $ 1,862,474 $ 802,302 $ 116,101
Expenses--Mortality and expense risk charges (NOTE 3) 239,523 73,864 9,757
Net investment income 1,622,951 728,438 106,344

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) (231,920) 30,944 11,092
Unrealized appreciation (depreciation) on investments (2,323,932) 420,793 (25,797)
Net realized and unrealized gain (loss) on investments (2,555,852) 451,737 (14,705)

Increase (decrease) in net assets from operations $ (932,901) $ 1,180,175 $ 91,639

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

INCREASE (DECREASE) IN NET ASSETS
From Operations:
Net investment income $ 1,622,951 $ 728,438 $ 106,344
Net realized gain (loss) (231,920) 30,944 11,092
Unrealized appreciation (depreciation) on investments (2,323,932) 420,793 (25,797)
Increase (decrease) in net assets from operations (932,901) 1,180,175 91,639

From Capital Transactions:
Net premiums 16,369,336 9,240,041 1,287,488
Transfers (to) from the general account of Life of
Virginia:
Death benefits (55,784) - -
Surrenders (757,957) (93,810) (13,908)
Cost of insurance and administrative expense
(NOTE 3) (62,628) (22,693) (3,632)
Transfer gain (loss) and transfer fees (NOTE 3) (34,514) 20,097 3,760
Transfers (to) from the Guarantee Account (NOTE 1) (523,877) 66,040 17,269
Interfund transfers (1,888,148) 668,803 248,821
Increase in net assets from capital transactions 13,046,428 9,878,478 1,539,798

INCREASE IN NET ASSETS 12,113,527 11,058,653 1,631,437

NET ASSETS AT BEGINNING OF YEAR 12,925,067 1,866,414 234,977

NET ASSETS AT END OF YEAR $25,038,594 $12,925,067 $1,866,414

</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

ACCOUNT FUNDS (CONTINUED)

MULTIPLE STRATEGIES
PORTFOLIO
YEAR ENDED DECEMBER 31,
1994 1993 1992
<S> <C> <C>
$ 1,498,286 $ 693,943 $ 386,963
315,765 183,480 94,843
1,182,521 510,463 292,120

173,683 102,312 50,315
(2,203,089) 1,481,627 316,348
(2,029,406) 1,583,939 366,663

$ (846,885) $ 2,094,402 $ 658,783

$ 1,182,521 $ 510,463 $ 292,120
173,683 102,312 50,315
(2,203,089) 1,481,627 316,348
(846,885) 2,094,402 658,783

10,981,087 7,382,228 4,530,059

(122,743) (66,798) (10,726)
(903,275) (406,028) (388,603)
(83,415) (51,985) (29,038)
(24,108) (25,101) (6,793)
(564,250) 104,633 (10,630)
1,327,916 527,021 705,307
10,611,212 7,463,970 4,789,576

9,764,327 9,558,372 5,448,359

20,620,347 11,061,975 5,613,616

$30,384,674 $20,620,347 $11,061,975

</TABLE>

<PAGE>

Life of Virginia Separate Account 4
<TABLE>
<CAPTION>

MONEY MARKET
PORTFOLIO
YEAR ENDED DECEMBER 31,
1994 1993 1992
STATEMENTS OF OPERATIONS (CONTINUED)
<S> <C> <C> <C>
INVESTMENT INCOME
Income--Dividends $ 2,051,133 $ 559,853 $ 483,638
Expenses--Mortality and expense risk charges (NOTE 3) 540,987 203,854 147,654
Net investment income 1,510,146 355,999 335,984

Increase (decrease) in net assets from operations $ 1,510,146 $ 355,999 $ 335,984

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

INCREASE (DECREASE) IN NET ASSETS
From Operations:
Net investment income $ 1,510,146 $ 355,999 $ 335,984
Net realized gain (loss) - - -
Unrealized appreciation (depreciation) on investments - - -
Increase (decrease) in net assets from operations 1,510,146 355,999 335,984

From Capital Transactions:
Net premiums 79,067,408 24,443,988 16,760,599
Transfers (to) from the general account of Life of
Virginia:
Death benefits (1,460,159) (15,579) (335,414)
Surrenders (3,367,219) (628,296) (308,817)
Cost of insurance and administrative expense (NOTE 3) (146,671) (58,897) (47,259)
Transfer gain (loss) and transfer fees (NOTE 3) (20,591) (9,730) (528)
Transfers (to) from the Guarantee Account (NOTE 1) (6,872,564) (346,660) (281,440)
Interfund transfers (25,417,768) (19,174,714) (10,130,691)
Increase in net assets from capital transactions 41,782,436 4,210,112 5,656,450

INCREASE IN NET ASSETS 43,292,582 4,566,111 5,992,434

NET ASSETS AT BEGINNING OF YEAR 18,773,142 14,207,031 8,214,597

NET ASSETS AT END OF YEAR $ 62,065,724 $ 18,773,142 $ 14,207,031

</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

VARIABLE INSURANCE PRODUCTS FUND
HIGH INCOME EQUITY-INCOME GROWTH
PORTFOLIO PORTFOLIO PORTFOLIO
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
1994 1993 1992 1994 1993 1992 1994 1993 1992

<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 798,967 $ 236,236 $ 51,190 $ 4,675,559 $ 913,970 $ 431,454 $ 4,043,602 $ 667,881 $ 320,955
135,458 60,707 13,338 902,437 379,403 142,404 943,085 484,214 220,055
663,509 175,529 37,852 3,773,122 534,567 289,050 3,100,517 183,667 100,900

(100,779) 82,978 48,162 284,694 698,403 221,179 424,903 960,186 517,794
(890,395) 568,518 74,729 (106,600) 3,206,793 1,446,709 (3,300,969) 5,289,373 1,598,664
(991,174) 651,496 122,891 178,094 3,905,196 1,667,888 (2,876,066) 6,249,559 2,116,458

$ (327,665) $ 827,025 $160,743 $ 3,951,216 $ 4,439,763 $ 1,956,938 $ 224,451 $ 6,433,226 $ 2,217,358

$ 663,509 $ 175,529 $ 37,852 $ 3,773,122 $ 534,567 $ 289,050 $ 3,100,517 $ 183,667 $ 100,900
(100,779) 82,978 48,162 284,694 698,403 221,179 424,903 960,186 517,794
(890,395) 568,518 74,729 (106,600) 3,206,793 1,446,709 (3,300,969) 5,289,373 1,598,664
(327,665) 827,025 160,743 3,951,216 4,439,763 1,956,938 224,451 6,433,226 2,217,358

8,930,853 4,672,467 1,446,850 43,319,748 22,952,200 7,097,675 38,436,463 23,699,261 12,416,807

(23,586) - - (890,708) (60,153) - (266,922) (93,308) (63,617)
(317,616) (55,962) (22,925) (1,798,386) (501,314) (391,328) (2,014,772) (732,122) (555,311)
(36,445) (17,831) (4,617) (224,723) (101,963) (39,656) (244,798) (136,196) (63,615)
(47,417) (2,073) (22) 45,914 44,706 (22,345) (94,035) 183,530 (29,895)
(281,733) 13,824 5,000 (707,930) 415,124 (16,858) (241,053) 305,137 79,555
(116,753) (143,628) 273,908 13,086,320 2,900,240 2,061,558 6,890,505 1,083,794 3,561,602
8,107,303 4,466,797 1,698,194 52,830,235 25,648,840 8,689,046 42,465,388 24,310,096 15,345,526

7,779,638 5,293,822 1,858,937 56,781,451 30,088,603 10,645,984 42,689,839 30,743,322 17,562,884

7,640,838 2,347,016 488,079 48,066,739 17,978,136 7,332,152 58,992,394 28,249,072 10,686,188

$15,420,476 $7,640,838 $2,347,016 $104,848,190 $48,066,739 $17,978,136 $101,682,233 $58,992,394 $28,249,072
</TABLE>

<PAGE>

Life of Virginia Separate Account 4

VARIABLE INSURANCE PRODUCTS FUNDS
(CONTINUED)
OVERSEAS
PORTFOLIO
YEAR ENDED DECEMBER 31,
1994 1993 1992
<S> <C> <C> <C>
STATEMENTS OF OPERATIONS (CONTINUED)
INVESTMENT INCOME (LOSS)
Income--Dividends $ 196,613 $ 124,534 $ 57,122
Expenses--Mortality and expense risk charges (NOTE 3) 750,229 155,812 56,417
Net investment income (loss) (553,616) (31,278) 705

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) 810,922 181,613 (112,753)
Unrealized appreciation (depreciation) on investments (1,667,636) 3,255,418 (612,810)
Net realized and unrealized gain (loss) on investments (856,714) 3,437,031 (725,563)

Increase (decrease) in net assets from operations $ (1,410,330) $ 3,405,753 $ (724,858)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

INCREASE (DECREASE)IN NET ASSETS
From Operations:
Net investment income (loss) $ (553,616) $ (31,278) $ 705
Net realized gain (loss) 810,922 181,613 (112,753)
Unrealized appreciation (depreciation) on investments (1,667,636) 3,255,418 (612,810)
Increase (decrease) in net assets from operations (1,410,330) 3,405,753 (724,858)

From Capital Transactions:
Net premiums 47,044,690 14,298,937 2,280,540
Transfers (to) from the general account of Life of
Virginia:
Death benefits (171,446) (21,868) -
Surrenders (1,164,675) (170,249) (75,295)
Cost of insurance and administrative expense (NOTE 3) (185,276) (43,221) (15,468)
Transfer gain (loss) and transfer fees (NOTE 3) 2,802 (8,689) (10,425)
Transfers (to) from the Guarantee Account (NOTE 1) (114,884) 325,509 38,397
Interfund transfers 12,111,215 5,050,803 20,142
Increase in net assets from capital transactions 57,522,426 19,431,222 2,237,891

INCREASE IN NET ASSETS 56,112,096 22,836,975 1,513,033

NET ASSETS AT BEGINNING OF YEAR 28,096,077 5,259,102 3,746,069

NET ASSETS AT END OF YEAR $ 84,208,173 $28,096,077 $5,259,102

</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

Life of Virginia Separate Account 4
<TABLE>
<CAPTION>

VARIABLE INSURANCE PRODUCTS FUND II
ASSET MANAGER
PORTFOLIO
YEAR ENDED DECEMBER 31,
1994 1993 1992

<S> <C> <C> <C>
STATEMENTS OF OPERATIONS (CONTINUED)

INVESTMENT INCOME
Income--Dividends $ 15,691,643 $ 3,115,612 $ 710,769
Expenses--Mortality and expense risk charges (NOTE 3) 4,653,566 1,726,811 351,159
Net investment income 11,038,077 1,388,801 359,610

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain 275,628 540,930 166,568
Unrealized appreciation (depreciation) on investments (40,761,110) 26,346,500 2,781,204
Net realized and unrealized gain (loss) on investments (40,485,482) 26,887,430 2,947,772

Increase (decrease) in net assets from operations $ (29,447,405) $ 28,276,231 $ 3,307,382

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

INCREASE (DECREASE) IN NET ASSETS
From Operations:
Net investment income $ 11,038,077 $ 1,388,801 $ 359,610
Net realized gain 275,628 540,930 166,568
Unrealized appreciation (depreciation) on investments (40,761,110) 26,346,500 2,781,204
Increase (decrease) in net assets from operations (29,447,405) 28,276,231 3,307,382

From Capital Transactions:
Net premiums 210,283,774 173,812,478 36,046,489
Transfers (to) from the general account of Life of
Virginia:
Death benefits (1,132,025) (314,509) (73,478)
Surrenders (13,957,293) (2,979,832) (650,356)
Cost of insurance and administrative expense (NOTE 3) (1,320,021) (597,977) (128,418)
Transfer gain (loss) and transfer fees (NOTE 3) (598,560) 141,773 (40,483)
Transfers (to) from the Guarantee Account (NOTE 1) (6,414,358) 1,501,219 (44,459)
Interfund transfers 7,913,872 14,820,588 7,421,914
Increase in net assets from capital transactions 194,775,389 186,383,740 42,531,209

INCREASE IN NET ASSETS 165,327,984 214,659,971 45,838,591

NET ASSETS AT BEGINNING OF YEAR 271,571,448 56,911,477 11,072,886

NET ASSETS AT END OF YEAR $ 436,899,432 $271,571,448 $56,911,477

</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

Life of Virginia Separate Account 4

ADVISERS MANAGEMENT TRUST
BALANCED
PORTFOLIO
YEAR ENDED DECEMBER 31,
1994 1993 1992
<S> <C> <C> <C>
STATEMENTS OF OPERATIONS (CONTINUED)
INVESTMENT INCOME
Income--Dividends $ 1,202,168 $ 429,209 $ 390,914
Expenses--Mortality and expense risk charges (NOTE 3) 345,231 335,845 226,332
Net investment income 856,937 93,364 164,582

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain 369,206 653,522 192,473
Unrealized appreciation (depreciation) on investments (2,580,253) 832,339 1,150,953
Net realized and unrealized gain (loss) on investments (2,211,047) 1,485,861 1,343,426

Increase (decrease) in net assets from operations $ (1,354,110) $ 1,579,225 $ 1,508,008

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

INCREASE (DECREASE) IN NET ASSETS
From Operations:
Net investment income $ 856,937 $ 93,364 $ 164,582
Net realized gain 369,206 653,522 192,473
Unrealized appreciation (depreciation) on investments (2,580,253) 832,339 1,150,953
Increase (decrease) in net assets from operations (1,354,110) 1,579,225 1,508,008

From Capital Transactions:
Net premiums 4,905,972 6,003,871 11,391,194
Transfers (to) from the general account of Life of
Virginia:
Death benefits (222,647) (243,128) (4,624)
Surrenders (850,409) (1,397,488) (434,565)
Cost of insurance and administrative expense
(NOTE 3) (87,021) (86,968) (64,554)
Transfer gain (loss) and transfer fees (NOTE 3) (6,823) 2,601 (70,586)
Transfers (to) from the Guarantee Account (NOTE 1) (303,659) 61,411 152,099
Interfund transfers (1,980,780) (2,117,036) 1,664,201
Increase in net assets from capital transactions 1,454,633 2,223,263 12,633,165

INCREASE IN NET ASSETS 100,523 3,802,488 14,141,173

NET ASSETS AT BEGINNING OF YEAR 30,099,346 26,296,858 12,155,685

NET ASSETS AT END OF YEAR $ 30,199,869 $30,099,346 $26,296,858

</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

Life of Virginia Separate Account 4

ADVISERS MANAGEMENT
BOND
PORTFOLIO
PERIOD FROM
YEAR ENDED MAY 1, 1992 TO
DECEMBER 31, DECEMBER 31,
1994 1993 1992
<S> <C> <C> <C>
STATEMENTS OF OPERATIONS (CONTINUED)
INVESTMENT INCOME (LOSS)
Income--Dividends $ 708,775 $ 48,334 $ -
Expenses--Mortality and expense risk charges (NOTE 3) 234,710 48,457 2,436
Net investment income (loss) 474,065 (123) (2,436)

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) (487,357) (11,710) (1,142)
Unrealized appreciation (depreciation) on investments (236,796) 85,378 5,339
Net realized and unrealized gain (loss) on investments (724,153) 73,668 4,197

Increase (decrease) in net assets from operations $ (250,088) $ 73,545 $ 1,761

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

INCREASE (DECREASE) IN NET ASSETS
From Operations:
Net investment income (loss) $ 474,065 $ (123) $ (2,436)
Net realized gain (loss) (487,357) (11,710) (1,142)
Unrealized appreciation (depreciation) on investments (236,796) 85,378 5,339
Increase (decrease) in net assets from operations (250,088) 73,545 1,761

From Capital Transactions:
Net premiums 26,294,787 10,262,864 582,475
Transfers (to) from the general account of Life of
Virginia:
Death benefits (95,897) - -
Surrenders (440,989) (14,046) -
Cost of insurance and administrative expense (NOTE 3) (59,746) (14,869) (882)
Transfer gain (loss) and transfer fees (NOTE 3) (26,596) 32,504 (235)
Transfers (to) from the Guarantee Account (NOTE 1) (1,028,597) 48,834 -
Interfund transfers (16,482,327) (341,016) 171,981
Increase in net assets from capital transactions 8,160,635 9,974,271 753,339

INCREASE IN NET ASSETS 7,910,547 10,047,816 755,100

NET ASSETS AT BEGINNING OF PERIOD 10,802,916 755,100 -

NET ASSETS AT END OF PERIOD $ 18,713,463 $10,802,916 $755,100

</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

TRUST (CONTINUED)
GROWTH
PORTFOLIO
PERIOD FROM
YEAR ENDED MAY 1, 1992 TO
DECEMBER 31, DECEMBER 31,
1994 1993 1992
<S> <C> <C>
$ 813,202 $ 34,457 $ -
73,324 42,071 8,618
739,878 (7,614) (8,618)

(88,698) (1,902) 8,650
(1,043,018) 300,878 28,512
(1,131,716) 298,976 37,162

$ (391,838) $ 291,362 $ 28,544

$ 739,878 $ (7,614) $ (8,618)
(88,698) (1,902) 8,650
(1,043,018) 300,878 28,512
(391,838) 291,362 28,544

2,626,919 4,738,404 649,817

(9,898) - -
(120,880) (48,862) -
(17,468) (10,581) (853)
4,278 11,773 299
(65,829) 64,054 2,000
(1,243,094) 310,071 101,110
1,174,028 5,064,859 752,373

782,190 5,356,221 780,917

6,137,138 780,917 -

$6,919,328 $6,137,138 $780,917
</TABLE>

<PAGE>

Life of Virginia Separate Account 4
<TABLE>
<CAPTION>

AGGRESSIVE
GROWTH
PORTFOLIO
PERIOD FROM
SEPTEMBER
YEAR ENDED 13, 1993 TO
DECEMBER 31, DECEMBER 31,
1994 1993
<S> <C> <C>
STATEMENTS OF OPERATIONS (CONTINUED)
INVESTMENT INCOME (LOSS)
Income--Dividends $ 143,307 $ 801
Expenses--Mortality and expense risk charges (NOTE 3) 102,376 2,373
Net investment income (loss) 40,931 (1,572)

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) 117,926 (44,076)
Unrealized appreciation (depreciation) on investments 1,778,397 93,438
Net realized and unrealized gain (loss) on investments 1,896,323 49,362

Increase (decrease) in net assets from operations $ 1,937,254 $ 47,790

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

INCREASE (DECREASE) IN NET ASSETS
From Operations:
Net investment income (loss) $ 40,931 $ (1,572)
Net realized gain (loss) 117,926 (44,076)
Unrealized appreciation (depreciation) on investments 1,778,397 93,438
Increase (decrease) in net assets from operations 1,937,254 47,790

From Capital Transactions:
Net premiums 11,040,719 1,096,612
Transfers (to) from the general account of Life of
Virginia:
Death benefits (46,281) -
Surrenders (143,136) -
Cost of insurance and administrative expense (NOTE 3) (27,618) (1,390)
Transfer gain (loss) and transfer fees (NOTE 3) 16,650 (1,825)
Transfers (to) from the Guarantee Account (NOTE 1) (194,133) 16,036
Interfund transfers 5,460,535 299,759
Increase in net assets from capital transactions 16,106,736 1,409,192

INCREASE IN NET ASSETS 18,043,990 1,456,982

NET ASSETS AT BEGINNING OF PERIOD 1,456,982 -

NET ASSETS AT END OF PERIOD $19,500,972 $1,456,982

</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

JANUS ASPEN (CONTINUED)

GROWTH WORLDWIDE GROWTH
PORTFOLIO PORTFOLIO
PERIOD FROM PERIOD FROM
SEPTEMBER 13, SEPTEMBER
YEAR ENDED 1993 TO YEAR ENDED 13, 1993 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1994 1993
<S> <C> <C> <C>
$ 109,722 $ 21,397 $ 3,147 $ 7,922
258,877 10,072 204,215 6,437
(149,155) 11,325 (201,068) 1,485

141,619 (57,047) 1,394,128 (52,569)
75,874 38,543 (1,349,019) 343,537
217,493 (18,504) 45,109 290,968

$ 68,338 $ (7,179) $ (155,959) $ 292,453

$ (149,155) $ 11,325 $ (201,068) $ 1,485
141,619 (57,047) 1,394,128 (52,569)
75,874 38,543 (1,349,019) 343,537
68,338 (7,179) (155,959) 292,453

23,804,072 4,717,671 17,754,295 2,463,491

(88,205) - (74,067) -
(335,606) - (321,790) -
(70,249) (4,984) (53,600) (2,467)
(30,507) (2,570) (34,313) 23,965
(64,235) 89,992 40,818 42,557
5,733,375 1,212,831 7,084,163 1,101,991
28,948,645 6,012,940 24,395,506 3,629,537

29,016,983 6,005,761 24,239,547 3,921,990

6,005,761 - 3,921,990 -

$35,022,744 $6,005,761 $28,161,537 $3,921,990

</TABLE>

<PAGE>

Life of Virginia Separate Account 4

Notes to Financial Statements

December 31, 1994

1. DESCRIPTION OF ENTITY

Life of Virginia Separate Account 4 (the Account) is a separate investment
account established in 1987 by The Life Insurance Company of Virginia (Life of
Virginia) under the laws of the Commonwealth of Virginia. The Account operates
as a unit investment trust under the Investment Company Act of 1940. The
Account is used to fund certain benefits for flexible premium variable deferred
annuity policies issued by Life of Virginia. Life of Virginia is an indirect
wholly-owned subsidiary of Aon Corporation (Aon).

Policyowners may transfer cash values between the Account's portfolios and the
Guarantee Account that is part of the general account of Life of Virginia.
Amounts transferred to the Guarantee Account earn interest at the interest rate
in effect at the time of such transfer and remain in effect for one year, after
which a new rate may be declared.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

UNIT CLASSES

There are two unit classes included in the Account. Type I units are sold under
policy form P1140. Type II units are sold under policy forms P1142, P1142N and
P1143. Type II unit sales began in the third quarter of 1994.

INVESTMENTS

Effective May 1, 1993, the name of the Life of Virginia Series Fund, Inc. Common
Stock and Bond portfolios changed to Common Stock Index and Government
Securities portfolios, respectively, in conjunction with changing the
portfolios' underlying investment strategies.

Investments are stated at fair value which is based on the percentage owned by
the Account of the net asset value of the respective portfolios or funds.
Purchases and sales of investments are recorded on the trade date. Realized
gains and losses on investments are determined on the average cost basis. The
units and unit values are disclosed as of the last business day in the
applicable year or period.

Life of Virginia Separate Account 4

Notes to Financial Statements (continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INVESTMENTS (CONTINUED)

The aggregate cost of investments acquired and the aggregate proceeds of
investments sold, for the year ended December 31, 1994 were:

Cost of Shares Proceeds from
Fund/Portfolio Acquired Shares Sold
Life of Virginia Series Fund, Inc.:
<S> <C> <C>
Common Stock $ 3,086,942 $ 1,269,001
Bond 4,287,333 3,059,578
Money Market 35,508,297 32,071,875
Total Return 5,888,924 2,447,924
Oppenheimer Variable Account Funds:
Money 17,203,045 11,919,014
Bond 10,628,378 5,259,329
Capital Appreciation 50,926,401 11,211,995
Growth 6,002,534 2,424,961
High Income 25,947,308 11,877,163
Multiple Strategies 15,955,034 4,773,839
Variable Insurance Products Fund:
Money Market 120,901,002 79,726,562
High Income 13,970,663 5,473,833
Equity-Income 67,602,015 13,644,032
Growth 56,959,222 14,079,822
Overseas 67,929,609 13,813,997
Variable Insurance Products Fund II:
Asset Manager 255,494,885 63,457,692
Advisers Management Trust:
Balanced 7,367,379 5,571,686
Bond 30,588,130 24,785,057
Growth 4,664,383 2,859,743
Janus Aspen:
Aggressive Growth 18,388,501 2,897,486
Growth 31,648,122 4,303,511
Worldwide Growth 31,644,016 8,291,875
</TABLE>

<PAGE>

Life of Virginia Separate Account 4

Notes to Financial Statements (continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FEDERAL INCOME TAXES

The Account is not taxed separately because the operations of the Account are
part of the total operations of Life of Virginia. Life of Virginia is taxed as
a life insurance company under the Internal Revenue Code (the Code). Life of
Virginia is included in the Aon life-nonlife consolidated federal income tax
return. The Account will not be taxed as a regulated investment company under
subchapter M of the Code. Under existing federal income tax law, no taxes are
payable on the investment income or on the capital gains of the Account.

3. RELATED PARTY TRANSACTIONS

Net premiums transferred from Life of Virginia to the Account represent gross
premiums recorded by Life of Virginia on its flexible premium variable deferred
annuity products, less deductions retained as compensation for premium taxes.
For policies issued on or after May 1, 1993, the deduction for premium taxes
will be deferred until surrender. For Type I policies, during the first ten
years following a premium payment, a .20% charge is deducted monthly from the
policy Account values to reimburse Life of Virginia for certain distribution
expenses. In addition, a charge is imposed on full and certain partial
surrenders that occur within six years of any premium payment for all Type I
policies and seven years for certain Type II policies to cover certain expenses
relating to the sale of a policy. Subject to certain limitations, the charge
equals 6% (or less) of the premium surrendered, depending on the time between
premium payment and surrender.

Life of Virginia will deduct a charge of $30 per year and $25 plus .15% per year
from the policy account values for certain administrative expenses incurred for
policy Type I and Type II, respectively. For Type II policies, the $25 charge
may be waived if the account value is greater than $75,000. In addition, Life
of Virginia charges the Account 1.15% and 1.25% on policy Type I and Type II,
respectively, for the mortality and expense risk that Life of Virginia assumes.
Administrative expenses as well as mortality and risk charges are deducted daily
and reflect the effective annual rates.

Gains or losses resulting from the processing time between the receipt of an
initial premium and the investment of that premium are charged to Life of
Virginia. In addition, any such gain or loss resulting from the processing time
between a request for policy surrender and the payment is also charged to Life
of Virginia.

<PAGE>

Life of Virginia Separate Account 4

Notes to Financial Statements (continued)

3. RELATED PARTY TRANSACTIONS (CONTINUED)

Life of Virginia Series Fund, Inc. (the Fund) is an open-end diversified
management investment company whose shares are sold to Life of Virginia's
Separate Accounts.

Forth Financial Securities Corporation (FFSC), an indirect wholly-owned
subsidiary of Aon, acts as principal underwriter (as defined in The Investment
Company Act of 1940) of the Account's policies pursuant to an agreement with
Life of Virginia.

Aon Advisors, Inc. (Investment Advisor), a wholly-owned subsidiary of Aon,
serves as investment advisor to the Fund and provides portfolio management,
investment advice, and related administrative services for the Fund. As
compensation for its services, the Investment Advisor is paid an investment
advisory fee by the Fund based on the average daily net assets at an effective
annual rate of .35% for the Common Stock Index portfolio and .50% for the
Government Securities, Money Market and Total Return portfolios. Effective July
1, 1994, the investment advisor agreed to waive a portion of the advisory fee
for the Money Market portfolio such that the effective annual rate is .10%.
Prior to May 1, 1993, the effective annual rate for the Common Stock Index
portfolio was .50%.

Certain officers and directors of Life of Virginia are also officers and
directors of FFSC, the Fund, Investment Advisor or Aon.

4. SUBSEQUENT EVENTS

In January 1995, three new investment subdivisions were added to the Account,
for both Type I and Type II policies. For each policy type, two of these
subdivisions, the Utility and Corporate Bond each invest solely in a designated
portfolio of the Insurance Management Series (IMS), a series type mutual fund.
The third new subdivision, the Contrafund, invests solely in a designated
portfolio of the Variable Insurance Product Fund II (VIP II), a series type
mutual fund. These investment subdivisions are not available in connection with
policies issued to California policyholders.

<PAGE>

Audited Consolidated Financial Statements

The Life Insurance Company of Virginia
and Subsidiaries

Year Ended December 31, 1994

THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS

<PAGE>

____________________________________________________________________________

Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . 1

Consolidated Financial Statements

Consolidated Statements of Financial Position
as of December 31, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . 2
Consolidated Statements of Income for the years
ended December 31, 1994, 1993, and 1992. . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows for the years
ended December 31, 1994, 1993, and 1992. . . . . . . . . . . . . . . . . 5
Consolidated Statements of Stockholder's Equity for the years
ended December 31, 1994, 1993, and 1992. . . . . . . . . . . . . . . . . 6
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . 7

____________________________________________________________________________

<PAGE>

REPORT OF INDEPENDENT AUDITORS

Board of Directors
The Life Insurance Company of Virginia

We have audited the accompanying consolidated statements of financial
position of The Life Insurance Company of Virginia (an indirect wholly-
owned subsidiary of Aon Corporation) and subsidiaries as of December 31,
1994 and 1993, and the related consolidated statements of income,
stockholder's equity, and cash flows for each of the three years in the
period ended December 31, 1994. 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 in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of The Life
Insurance Company of Virginia and subsidiaries at December 31, 1994 and
1993, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 1994, in
conformity with generally accepted accounting principles.

As discussed in Notes 1, 4 and 7, the Company changed its method of
accounting for certain investments in 1994 and income taxes and
postretirement benefits other than pensions in 1992.

Richmond, Virginia
February 9, 1995

<PAGE>

THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(millions) December 31
1994 1993
Assets

Investments

Fixed maturities
Held to maturity - at amortized cost
(fair value: 1994 - $2,790.0;
1993 - $4,008.5) $3,023.7 $3,865.1
Available for sale - 1994 at fair value;
1993 at amortized cost
(1994 amortized cost: $2,065.4;
1993 fair value: $1,527.8) 1,910.5 1,494.6
Equity securities - at fair value
Common stocks (cost: 1994 - $10.9;
1993 - $39.1) 13.4 45.5
Preferred stocks (cost: 1994 - $117.2;
1993 - $241.4) 111.8 270.9
Mortgage loans on real estate (net of reserve
for losses: 1994 - $27.3; 1993 - $38.6) 527.6 508.1
Real estate (net of accumulated depreciation:
1994 - $6.5; 1993 - $6.1) 35.4 34.0
Policy loans 165.3 156.9
Other long-term investments 9.3 11.1
Short-term investments 106.9 105.2
Total investments 5,903.9 6,491.4

Cash 23.0 23.1

Receivables
Premiums and other 68.3 168.8
Accrued investment income 75.6 84.0
Receivable from affiliates 347.2 35.2
Total receivables 491.1 288.0

Deferred Policy Acquisition Costs 388.1 413.2

Cost of Insurance Purchased
(net of accumulated amortization: 1994 - $70.1;
1993 - $65.0) 48.6 53.7

Property and Equipment at Cost
(net of accumulated depreciation: 1994 - $23.5;
1993 - $20.3) 7.5 7.0

Assets Held Under Special Contracts 1,429.7 898.2

Other Assets 57.9 54.8

Total Assets $8,349.8 $8,229.4
======== ========
___________________________________________________________________________

See accompanying notes to consolidated financial statements.

<PAGE>

THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION -- Continued

(millions)
December 31
1994 1993
Liabilities and Stockholder's Equity

Policy Liabilities
Future policy benefits $ 589.9 $ 594.6
Policy and contract claims 83.8 109.9
Unearned and advance premiums 229.7 318.5
Other policyholder funds 5,019.8 5,163.2
Total policy liabilities 5,923.2 6,186.2

General Liabilities
Commissions and general expenses 46.9 38.4
Current income taxes 14.5 50.2
Deferred income taxes 21.0 69.5
Liabilities held under special contracts 1,429.7 898.2
Other liabilities 147.1 130.8

Total Liabilities 7,582.4 7,373.3

Commitments and Contingent Liabilities

Stockholder's Equity
Common stock - $1,000 par value:
Authorized, issued and outstanding: 4,000 shares 4.0 4.0
Paid-in additional capital 704.1 704.1
Net unrealized investment gains (losses) (97.5) 23.6
Net foreign exchange losses (3.0) (2.3)
Retained earnings 159.8 126.7

Total Stockholder's Equity 767.4 856.1

Total Liabilities and Stockholder's Equity $8,349.8 $8,229.4
======== ========
_____________________________________________________________________________

See accompanying notes to consolidated financial statements.

<PAGE>

THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

(millions)
Years ended December 31
1994 1993 1992
Revenue
Premiums and policy fees $230.1 $256.5 $248.5
Net investment income (Note 3) 490.6 513.5 507.2
Realized investment losses (25.8) (1.6) (16.3)
Other income 8.5 14.5 12.1
Total revenue earned 703.4 782.9 751.5

Benefits and Expenses
Benefits to policyholders 477.1 491.0 497.1
Commissions and general expenses 75.7 92.4 100.7
Amortization of deferred policy acquisition costs 57.1 65.7 61.5
Amortization of cost of insurance purchased 5.1 5.4 5.4
Total benefits and expenses 615.0 654.5 664.7

Income Before Income Tax and Cumulative Effect
of Changes in Accounting Principles 88.4 128.4 86.8
Provision for income tax (Note 4)
Current 21.0 52.9 46.7
Deferred - credit (5.7) (6.7) (13.7)

Income Before Cumulative Effect of Changes in
Accounting Principles 73.1 82.2 53.8
Cumulative effect of changes in accounting
principles - - 16.4

Net Income $ 73.1 $ 82.2 $ 70.2
====== ====== ======

_____________________________________________________________________________

See accompanying notes to consolidated financial statements.

<PAGE>

THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

(millions) Years ended December 31
1994 1993 1992
Cash Flows from Operating Activities:
Net income $ 73.1 $ 82.2 $ 70.2
Adjustments to reconcile net income to
cash provided by (used by) operating
activities:
Policy liabilities 331.4 334.9 206.7
Accrued investment income 1.8 (2.3) 5.9
Deferred policy acquisition costs (91.8) (105.4) (94.7)
Amortization of deferred policy
acquisition costs 57.1 65.7 61.5
Amortization of cost of insurance purchased 5.1 5.4 5.4
Other amortization and depreciation 2.3 2.1 1.3
Premiums and operating receivables,
commissions and general expenses, income
taxes, other assets and other liabilities (139.7) (161.1) (16.9)
Realized investment losses 25.8 1.6 16.3

Cash Provided by Operating Activities 265.1 223.1 255.7

Cash Flows from Investing Activities:
Sale (purchase) of short-term investments-net (.3) (17.3) 36.4
Sale or maturity of investments
Fixed maturities - Held to maturity
Maturities 50.8 64.6 52.2
Calls and Prepayments 727.5 1,962.5 1,460.7
Sales - 28.0 188.5
Fixed maturities - Available for sale
Maturities 50.4 - 0.1
Calls and Prepayments 269.1 480.9 20.6
Sales 444.7 209.0 64.0
All other investments 231.1 184.3 154.1
Purchase of investments
Fixed maturities - Held to maturity (734.0) (2,142.7) (2,089.7)
Fixed maturities - Available for sale (1,018.5) (967.1) (163.8)
All other investments (357.1) (260.6) (111.5)
Property and equipment (1.8) 22.7 (1.9)

Cash Used by Investing Activities (338.1) (435.7) (390.3)

Cash Flows from Financing Activities:
Cash dividends to stockholder (20.0) (59.0) (56.0)
Interest sensitive life, annuity and
investment contract deposits 1,455.5 1,376.0 955.6
Interest sensitive life, annuity and
investment contract withdrawals (1,362.6) (1,089.9) (761.4)

Cash Provided by Financing Activities 72.9 227.1 138.2

Increase (Decrease) in Cash (.1) 14.5 3.6
Cash at Beginning of Year 23.1 8.6 5.0

Cash at End of Year $ 23.0 $ 23.1 $ 8.6
======== ======== ========
____________________________________________________________________________

See accompanying notes to consolidated financial statements.

<PAGE>

THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

(millions)
Years ended December 31
1994 1993 1992

Common Stock
Balance at January 1 and December 31 $ 4.0 $ 4.0 $ 4.0
Paid-in Additional Capital
Balance at January 1 and December 31 704.1 704.1 704.1

Net Unrealized Investment Gains (Losses)
Balance at January 1 23.6 17.0 9.9
Effect of change in accounting principles
at January 1 25.1 - -
Net unrealized investment gains (losses) (146.2) 6.6 7.1
Balance at December 31 (97.5) 23.6 17.0

Net Foreign Exchange Gains (Losses)
Balance at January 1 (2.3) (2.4) .4
Net foreign exchange gains (losses) (.7) .1 (2.8)
Balance at December 31 (3.0) (2.3) (2.4)

Retained Earnings
Balance at January 1 126.7 110.6 99.5
Net income 73.1 82.2 70.2
Dividends to stockholder (40.0) (59.0) (56.0)
Stock dividend to affiliate (Note 2) - (7.1) (3.1)
Balance at December 31 159.8 126.7 110.6

Stockholder's Equity at December 31 $767.4 $856.1 $833.3
====== ====== ======
____________________________________________________________________________

See accompanying notes to consolidated financial statements.

<PAGE>

THE LIFE INSURANCE COMPANY OF VIRGINIA AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Principles and Practices

Principles of Consolidation

The accompanying consolidated financial statements have been prepared
in conformity with generally accepted accounting principles and
include the accounts of The Life Insurance Company of Virginia and
its subsidiaries ("Life of Virginia"). Life of Virginia is an
indirect wholly owned subsidiary of Aon Corporation ("Aon"). All
material intercompany accounts and transactions have been eliminated.

Recognition of Premium Revenue and Related Expenses

For universal life-type and investment products, generally there is no
requirement for payment of premium other than to maintain account
values at a level sufficient to pay mortality and expense charges.
Consequently, premiums for universal life-type policies and investment
products are not reported as revenue, but as deposits. Policy fee
revenue for universal life-type policies and investment products
consists of charges for the cost of insurance, policy administration,
and surrenders assessed during the period. Expenses include interest
credited to policy account balances and benefit claims incurred in
excess of policy account balances.

In general, for accident and health products, premiums collected are
reported as earned proportionately over the period covered by the
policies. For all other life products, premiums are recognized as
revenue when due. Benefits and related expenses associated with the
premium revenues are charged to expense proportionately over the lives
of the policies through a provision for future policy benefit
liabilities and through deferral and amortization of deferred policy
acquisition costs.

Reinsurance

Reinsurance premiums, commissions, and expense reimbursements on
reinsured business are accounted for on a basis consistent with those
used in accounting for the original policies issued and the terms of
the reinsurance contracts. Premiums and benefits ceded to other
companies have been reported as a reduction of premium revenue and
benefits. Expense reimbursements received in connection with
reinsurance ceded have been accounted for as a reduction of the
related policy acquisition costs or, to the extent such reimbursements
exceed the related acquisition costs, as other revenue. All
reinsurance receivables and prepaid reinsurance premium amounts are
reported as assets.

Special Charges

In 1992, Life of Virginia recorded special charges for employee
reductions, which included an early retirement program and a reserve
for insurance industry insolvencies. The above charges aggregated

$11.4 million before income taxes and are reported in commissions and
general expenses.

Income Tax

Deferred income taxes have been provided for the effects of temporary
differences between financial reporting and tax bases of assets and
liabilities and have been measured using the enacted marginal tax
rates and laws that are currently in effect.

Investments

Fixed maturities, where the intent is to hold to maturity, are carried
generally at amortized cost. As a result of adopting Statement of
Financial Accounting Standards ("Statement") No. 115 "Accounting for
Certain Investments in Debt and Equity Securities" on January 1, 1994,
fixed maturities that are available for sale are carried at fair value
at December 31, 1994. At December 31, 1993, fixed maturities
available for sale were carried, on an aggregate basis, at the lower
of amortized cost or fair value. The amortized cost of fixed
maturities is adjusted for amortization of premiums and accretion of
discounts to maturity that are included in net investment income.
Included in fixed maturities are investments in collateralized
mortgage obligations ("CMOs"). Premiums and discounts arising from
the purchase of CMOs are treated as yield adjustments and included in
net investment income. Equity securities are valued at fair value.
Unrealized gains and temporary unrealized losses on fixed maturities
available for sale and equity securities are excluded from income and
are recorded directly to stockholder's equity, net of related deferred
income taxes. Mortgage loans are carried at amortized cost, net of
reserves. Real estate is carried generally at cost less accumulated
depreciation. Policy loans are carried at unpaid principal balance.
Other long-term investments are carried generally at cost. Realized
investment gains or losses are computed using specific costs of
securities sold.

Investments that have declines in fair value below cost, that are
judged to be other than temporary, are written down to estimated fair
values and reported as realized investment losses. Additionally,
reserves for mortgage loans and certain other long-term investments
are established based on an evaluation of the respective investment
portfolio, past credit loss experience, and current economic
conditions. Writedowns and reserves are included in realized
investment gains and losses in the statements of income. In general,
Life of Virginia ceases to accrue investment income where interest or
dividend payments are in arrears.

Accounting policies relating to derivative financial instruments are
discussed in Note 12.

Deferred Policy Acquisition Costs

Costs of acquiring new business, principally the excess of new
commissions over renewal commissions, underwriting and sales expenses
that vary with and are primarily related to the production of new
business, are deferred. For non-universal life-type products,
amortization of deferred acquisition costs and the cost of insurance
purchased is related to and based on the expected premium revenues on
the policies. In general, such amortization is adjusted to reflect
current withdrawal experience. Expected premium revenues are
estimated by using the same assumptions used in estimating future
policy benefits.

In general, deferred policy acquisition costs and cost of insurance
purchased related to universal life-type policies and investment
products are amortized in relation to the present value of expected
gross profits on the policies. Such amortization is adjusted
periodically to reflect differences in actual and assumed gross
profits.

To the extent that unrealized gains or losses on available for sale
securities would result in an adjustment of deferred policy
acquisition costs had those gains or losses actually been realized,
the related deferred policy acquisition cost adjustments are recorded
along with the unrealized gains or losses included in stockholder's
equity with no effect on net income.

Other Intangible Assets

The excess of cost over net assets purchased relating to business
acquisitions and the cost of insurance purchased are being amortized
into income on a straight-line basis over a range of seven to forty
years.

Property and Equipment

Property and equipment are generally depreciated using the straight-
line method over their estimated useful lives.

Assets and Liabilities Held Under Special Contracts

Assets held under special contracts principally represent designated
funds of group pension, variable life and annuity policyholders.
These assets are offset by liabilities that represent such
policyholders' equity in those assets. The net investment income
generated from these assets is not included in the consolidated
statements of income.

Future Policy Benefit Liabilities and Unearned Premiums and Policy and
Contract Claims

Future policy benefit liabilities on non-universal life-type and
accident and health products have been provided on the net level
premium method. The liabilities are calculated based on assumptions
as to investment yield, mortality, morbidity and withdrawal rates that
were determined at the date of issue or acquisition of Life of
Virginia by Aon, and provide for possible adverse deviations.
Interest assumptions are graded and range from 9% to 4.5%. Withdrawal
assumptions are based principally on experience and vary by plan, year
of issue, and duration.

Policyholder liabilities on universal life-type and investment
products are generally based on policy account values. Interest
credit rates for these products range from 7.8% to 5.6%.

Unearned premiums generally are calculated using the pro rata method
based on gross premiums. However, in the case of credit life and
credit accident and health, the unearned premiums are calculated such
that the premiums are earned over the period of risk in a reasonable
relationship
to anticipated claims.

Policy and contract claim liabilities represent estimates for reported
claims, as well as provisions for losses incurred, but not yet
reported. These claim liabilities are based on historical experience
and are estimates of the ultimate amount to be paid when the claims
are settled. Changes in the estimated liability are reflected in
income as the estimates are revised.

Fair Value of Financial Instruments

The following methods and assumptions were used to estimate fair
values for financial instruments. The carrying amounts in the
consolidated statements of financial position for cash and short-term
investments approximate their fair values. Fair values for fixed
maturity securities and equity securities are based on quoted market
prices or, if they are not actively traded, on estimated values
obtained from independent pricing services. The fair values for
mortgage loans and policy loans are estimated using discounted cash
flow analyses, using interest rates currently being offered for
similar loans to borrowers with similar credit ratings. Fair values
of derivatives are based on quoted prices for exchange-traded
instruments or the cost to terminate or offset with other contracts.

In general, other long-term investments are comprised of real estate
joint ventures and limited partnerships. It was not practicable to
estimate the fair value of other long-term investments because of the
lack of quoted market prices and the inability to estimate fair value
without incurring excessive costs. In addition, the determination of
the fair value of investment commitments was deemed impracticable due
to the inability to estimate future cash flows.

Fair values for liabilities for investment-type contracts are
estimated using discounted cash flow calculations based on interest
rates currently being offered for similar contracts with maturities
consistent with those remaining for the contracts being valued.

Foreign Currency Translation

Foreign revenues and expenses are translated at average exchange
rates. Foreign assets and liabilities are translated at year-end
exchange rates. Unrealized foreign exchange gains or losses on
translation are generally reported in stockholder's equity. No tax
effect was taken into consideration for unrealized losses.

Accounting Changes

On January 1, 1994, Life of Virginia adopted Statement No. 115 which
requires categorization of fixed maturities either as held to
maturity, available for sale or trading and equity securities as
available for sale or trading. Investments in fixed maturities and
equity investments, that are categorized as available for sale, are
carried at fair value, with unrealized gains and losses (net of
applicable tax and adjustment to amortization of deferred policy
acquisition costs) excluded from income and recorded directly as a
separate component of stockholder's equity. Life of Virginia does not
categorize any fixed maturities or equity securities as trading.

The adoption of Statement No. 115 had no effect on Life of Virginia's
accounting for equity securities. In accordance with Statement No.
115, prior period financial statements have not been restated to
reflect the change in accounting principle.

In addition, Life of Virginia adopted Statement No. 112, "Employers'
Accounting for Postemployment Benefits" in 1994. Implementation of
this Statement did not have a material effect on Life of Virginia's
financial statements. Life of Virginia adopted Statement No. 106,
"Employers' Accounting for Postretirement Benefits Other Than
Pensions" (Note 7) and Statement No. 109, "Accounting for Income
Taxes" (Note 4) in 1992.

The Financial Accounting Standards Board has issued Statements No. 114
and 118 which relate to accounting by creditors for impairment of a
loan. The Statements require that impaired loans are to be valued at
the present value of expected future cash flows, at the loan's
observable market price, or at the fair value of the collateral if the
loan is collateral dependent. Life of Virginia anticipates adopting
these Statements in its 1995 financial statements as required.
Implementation of these Statements is not expected to have a material
effect on Life of Virginia's financial statements.

2. Business Combinations and Disposals

In December 1993, Life of Virginia contributed 267,800 shares at cost
of Aon common stock to Combined Insurance Company of America
("Combined"). The fair value and cost of the Aon shares were $12.6
million and $7.1 million, respectively.

In September 1992, Life of Virginia contributed, in the form of a
stock dividend, all outstanding shares of common stock of its wholly-
owned subsidiary, Associated Home Life Insurance Company, to Combined.
Total assets of Associated Home Life Insurance Company transferred by
the stock dividend were $3.1 million.

3. Investments

The components of net investment income are as follows:

(millions)
Years ended December 31
1994 1993 1992

Fixed maturities $404.1 $426.8 $420.6
Equity securities 25.2 19.7 17.7
Mortgage loans on real estate 49.9 50.0 54.8
Short-term investments 3.8 1.5 4.2
Other investments 18.0 23.9 20.6

Gross investment income 501.0 521.9 517.9
Investment expenses 10.4 8.4 10.7

Net investment income $490.6 $513.5 507.2
====== ====== ======

Realized gains (losses) on investments are as follows:

Years ended December 31
1994 1993 1992

Fixed maturities:
Held to maturity $ 1.5 $ 16.3 $ 3.9
Available for sale (30.6) - -
Equity securities (1.9) 2.2 5.7
Mortgage loans on real estate 9.6 (15.8) (18.5)
Other investments (4.4) (4.3) (7.4)

Total before tax (25.8) (1.6) (16.3)

Less applicable tax 9.0 .5 6.1

Total $(16.8) $ (1.1) $(10.2)
====== ====== ======

Gross gains of $24.0 million, and gross losses of $56.5 million, were
realized on available for sale fixed maturities and equity sales
during 1994. Gross gains of $11.3 million and gross losses of $9.8
million were realized on calls and prepayments of held to maturity
fixed maturities during 1994. Gross gains of $49.8 million and $27.9
million and gross losses of $33.5 million and $24.0 million were
realized on fixed maturity sales during 1993 and 1992, respectively.

The cumulative effect as of January 1, 1994 of adopting Statement No.
115 increased stockholder's equity by $25.1 million (net of
adjustments to deferred policy acquisition costs of $14.0 million and
deferred income taxes of $20.2 million) to reflect the net unrealized
fixed maturities holding gains on securities previously carried at
amortized cost; there was no effect on net income as a result of the
adoption of Statement No. 115. As of December 31, 1994, those holding
gains decreased by $120.6 million (net of adjustments to deferred
policy acquisition costs of $44.2 million and deferred income taxes of
$49.4 million) to a net unrealized loss of $95.5 million.

In connection with the adoption of Statement No. 115, Life of Virginia
reclassified certain fixed maturity investments with an amortized cost
of $785.5 million and fair value of $811.6 million from held to
maturity to available for sale. Subsequent to January 1, 1994 there
were no additional reclassifications between available for sale and
held to maturity.

The changes in net unrealized gains (losses) on fixed maturities and
equity security investments are as follows:

Years ended December 31
1994 1993 1992

Fixed maturities:
Held to maturity $(351.0) $35.2 $(87.9)
Available for sale (214.2) (.2) 33.4
Equity securities (38.8) 10.1 10.9

Total $(604.0) $45.1 $(43.6)
======= ===== ======

The amortized cost and fair values of investments in fixed maturities
are as follows:

<TABLE>
<CAPTION>
(millions)
December 31, 1994
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Held to maturity:

U. S. government
and agencies $ 3.2 $ .1 $ - $ 3.3
States and
political subdivisions 2.3 .1 - 2.4
Foreign governments .1 - - .1
Corporate securities 1,428.3 14.8 (96.5) 1,346.6
Mortgage-backed
securities 1,589.8 1.0 (153.2) 1,437.6

Total held to
maturity $3,023.7 $16.0 $(249.7) $2,790.0
======== ===== ======= ========
</TABLE>

<TABLE>
<CAPTION>
(millions)
December 31, 1994
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Available for sale:
U. S. government
and agencies $ 26.2 $ .1 $ (.4) $ 25.9
States and political
subdivisions .4 - - .4
Foreign governments 43.7 .8 (1.0) 43.5
Corporate securities 869.9 6.3 (47.1) 829.1
Mortgage-backed
securities 1,118.3 .8 (113.7) 1,005.4
Other fixed
maturities 6.9 .1 (.8) 6.2
Total fixed
maturities 2,065.4 8.1 (163.0) 1,910.5
Total equity
securities 128.1 5.6 (8.5) 125.2
Total available
for sale $2,193.5 $13.7 $(171.5) $2,035.7
======== ===== ======= ========
</TABLE>

<TABLE>
<CAPTION>
December 31, 1993
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Held to maturity:
U. S. government
and agencies $ 28.1 $ 2.5 $ - $ 30.6
States and political
subdivisions 3.3 .4 - 3.7
Foreign governments 12.7 1.8 - 14.5
Corporate securities 1,843.4 134.7 (5.6) 1,972.5
Mortgage-backed
securities 1,977.6 24.6 (15.0) 1,987.2
Total held to
maturity $3,865.1 $164.0 $(20.6) $4,008.5
======== ====== ====== ========
</TABLE>

<TABLE>
<CAPTION>
(millions)
December 31, 1993
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Available for sale:
U. S. government
and agencies $ 44.2 $ .4 $ (.1) $ 44.5
Foreign governments 8.8 .5 - 9.3
Corporate securities 834.6 35.9 (3.6) 866.9
Mortgage-backed
securities 596.7 5.7 (6.0) 596.4
Other fixed
maturities 10.3 .6 (.2) 10.7
Total fixed
maturities 1,494.6 43.1 (9.9) 1,527.8
Total equity
securities 280.5 37.0 (1.1) 316.4
Total available
for sale $1,775.1 $80.1 $(11.0) $1,844.2
======== ===== ====== ========
</TABLE>

Net unrealized investment losses at December 31, 1994 of $97.5 million
are net of deferred income tax credit of $40.1 million and a $20.2
after-tax deferred policy acquisition cost adjustment. Net unrealized
investment gains at December 31, 1993 of $23.6 million are net of a
deferred income tax charge of $12.3 million.

The amortized cost and fair value of fixed maturities, by contractual
maturity, are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.

(millions)

Held to maturity: December 31, 1994
Amortized Fair
Cost Value

Due in one year or less $ 14.1 $ 14.3
Due after one year through five years 135.2 134.8
Due after five years through ten years 753.4 692.5
Due after ten years 531.2 510.8
Mortgage-backed securities 1,589.8 1,437.6

Total held to maturity $3,023.7 $2,790.0
======== ========

Available for sale: December 31, 1994
Amortized Fair
Cost Value

Due in one year or less $ 52.1 $ 52.5
Due after one year through five years 344.2 340.2
Due after five years through ten years 475.1 441.7
Due after ten years 75.7 70.7
Mortgage-backed securities 1,118.3 1,005.4

Total available for sale $2,065.4 $1,910.5
======== ========

Securities on deposit for regulatory authorities as required by law
amounted to $31.1 million and $31.5 million at December 31, 1994 and
1993, respectively.

At December 31, 1994 and 1993, respectively, Life of Virginia had $5.9
million and $10.0 million of non-income producing investments.

Commercial mortgage loans represent over 96% of total mortgage loans
at December 31, 1994 and 1993. Mortgage loans on real estate and real
estate in the South Atlantic region totaled $288.0 million and $26.8
million, respectively, at December 31, 1994 and $269.1 and $27.9
million, respectively, at December 31, 1993.

4. Income Tax

Beginning in 1992, Life of Virginia was included in the consolidated
life-nonlife federal income tax return of Aon Corporation and its
principal domestic subsidiaries. In accordance with intercompany
policy, Life of Virginia provides taxes on income based on a separate
company basis.

The Omnibus Budget Reconciliation Act of 1993 changed Life of
Virginia's prevailing federal income tax rate from 34% to 35%
effective January 1, 1993. The application of the 35% tax rate to the
December 31, 1992 deferred income tax liability balance resulted in a
$2.3 million increase in federal income tax expense for 1993. A
reconciliation of the income tax provisions based on the statutory
corporate tax rate to the provisions reflected in the consolidated
financial statements is as follows:
1994 1993 1992

Statutory tax rate 35.0% 35.0% 34.0%
Tax-exempt investment income deductions (0.9) (0.6) (1.0)
Increase in deferred taxes due to
enacted rate increase from 34% to 35% - 1.8 -
Reversal of overaccrual of prior taxes (13.3) - -
Other - net (3.5) (0.2) 5.0

Effective tax rate 17.3% 36.0% 38.0%
===== ===== =====

Significant components of Life of Virginia's deferred tax liabilities
and assets as of December 31 are as follows (in millions):

1994 1993
Deferred tax liabilities:
Policy acquisition costs $116.2 $119.3
Employee benefits 9.4 9.9
Other 38.4 44.4
Total deferred tax liabilities 164.0 173.6
Deferred tax assets:
Insurance reserve amounts 66.2 86.7
Unrealized investment losses 40.1 -
Other 36.7 17.4
Total deferred tax assets 143.0 104.1
Net deferred tax liabilities $ 21.0 $ 69.5
====== ======

As of December 31, 1994 the deferred tax asset relating to unrealized
investment losses is net of a $15 million valuation allowance that was
provided directly in stockholders' equity in 1994. No valuation
allowance was provided at December 31, 1993.

Prior to 1984, life insurance companies were required to accumulate
certain untaxed amounts in a memorandum "policyholders' surplus
account." Under the Tax Reform Act of 1984, the "policyholders'
surplus account" balances were "capped" at December 31, 1983 and the
balances will be taxed only to the extent distributed to stockholders
or when they exceed certain prescribed limits. As of December 31,
1994, the "policyholders' surplus account" of Life of Virginia's life
insurance subsidiary approximates $13.5 million. Life of Virginia's
life insurance subsidiary does not intend to make any taxable
distributions or exceed the prescribed limits in the foreseeable
future; therefore, no income tax provision has been made for those
purposes. However, if such taxes were assessed, the amount of tax
payable would be $4.7 million.

The amount of income taxes paid for 1994, 1993 and 1992 was $56.7
million, $65.6 million and $38.1 million, respectively.

Effective January 1, 1992, Life of Virginia changed its method of
accounting for income taxes from the deferred method to the liability
method required by Statement No. 109, "Accounting for Income Taxes."
The cumulative effect of adopting Statement 109 for periods prior to
January 1, 1992 was to increase 1992 net income by $20.2 million.

5. Reinsurance amd Claim Reserves

Life of Virginia is involved in both the cession and assumption of
reinsurance with other companies. Life of Virginia's reinsurance
consists primarily of short-duration contracts that are entered into
with numerous automobile dealerships, financial institutions, and
related party reinsurance as described in Note 9. Life of Virginia
would remain liable to the extent that the reinsuring companies are
unable to meet their obligations. Ceded premiums earned were $193.7
million, $204.3 million and $180.2 million for 1994, 1993, and 1992,
respectively, while ceded premiums written were $196.3 million and
$214.2 million for 1994 and 1993, respectively. Assumed premiums
earned were $8.3 million, $13.7 million and $16.4 million for 1994,
1993 and 1992, respectively, while assumed premiums written were $8.7
million and $12.5 million for 1994 and 1993, respectively. Benefits
to policyholders are net of reinsurance recoveries of $102.1 million
and $113.5 million during 1994 and 1993, respectively.

Activity in the liability for policy and contract claims is summarized
as follows:

(millions) Years ended December 31
1994 1993 1992

Liabilities at beginning of year $ 92.9 $ 78.9 $ 76.8
Incurred losses 147.9 160.2 163.7
Deduct payment of claims:
Current year claims (107.2) (97.2) (109.4)
Prior years claims (52.5) (49.0) (52.2)
Liability released through reinsurance (51.7) - -
Liabilities at end of year
(net of insurance recoverables:
1994 - 54.4, 1993 - 17.0) $ 29.4 $ 92.9 $ 78.9
======= ====== =======

6. Stockholder's Equity

Generally, the capital and surplus of Life of Virginia available for
transfer to Aon are limited to the amounts that the statutory capital
and surplus exceed minimum statutory capital requirements; however,
payments of the amounts as dividends may be subject to approval by
regulatory authorities. Non-cash dividends paid in 1993 and 1992 were
recorded at Life of Virginia's basis in the underlying assets.

Net income, as determined using statutory accounting practices,
amounted to $58.2 million, $89.3 million and $75.4 million for the
years ended December 31, 1994, 1993 and 1992, respectively. Statutory
stockholder's equity amounted to $400.6 million and $377.9 million at
December 31, 1994 and 1993, respectively.

7. Employee Benefits

Savings Plan

Life of Virginia participates in Aon's contributory savings plan for
the benefit of salaried and commissioned employees. Provisions made
for the savings plan were $1.2 million, $1.1 million and $1.0 million
for 1994, 1993 and 1992, respectively.

Employee Stock Ownership Plan

Aon maintains a leveraged ESOP for the benefit of salaried and certain
commissioned employees. Shares are allocated to eligible employees
over a period of ten years through 1998. Contributions to the ESOP
for 1994, 1993 and 1992 charged to Life of Virginia's operations
amounted to $.6 million, $.7 million, and $.8 million, respectively.

Pension Plan

Life of Virginia participates in Aon's non-contributory defined benefit
pension plan providing retirement benefits for salaried employees and
certain commissioned employees based on years of service and salary. Aon's
funding policy is to contribute amounts to the plan sufficient to meet the
minimum funding requirements set forth in the Employee Retirement Income
Security Act of 1974, plus such additional amounts as Aon determines to be
appropriate from time to time. The components of net periodic pension cost
and benefit obligations of the Aon defined benefit plan are not separately
available for Life of Virginia. In connection with Life of Virginia's
participation in the Aon defined benefit plan, net pension credits of $3.1
million were recorded in 1994 and 1993, and $2.2 million in 1992.

Postretirement Benefits Other Than Pensions

Aon sponsors two defined benefit postretirement health and welfare
plans in which Life of Virginia participates that cover both salaried
and nonsalaried employees. One plan provides medical benefits, prior
to and subsequent to Medicare eligibility, and the other provides life
insurance benefits. The postretirement health care plan is
contributory, with retiree contributions adjusted annually; the life
insurance plan is noncontributory. Both plans are funded on a pay-as-
you-go basis.

In 1993, the accounting for the health care plan reflects changes in
the future cost-sharing provisions of the plan. These changes limit
the employer's liability for future plan cost increases in any year to
5% per annum. In prior years, Aon anticipated that the retiree's
share of future cost would increase at the same rate as the employer's
share.

In 1992, Aon and Life of Virginia adopted Statement No. 106,
"Employers' Accounting for Postretirement Benefits Other Than
Pensions." The effect of adopting the new rules increased Life of
Virginia's 1992 net periodic postretirement benefit cost by $2.2
million to $2.4 million. The net periodic postretirement benefit cost
for 1994 and 1993 were $1.3 million and $2.0 million, respectively.
Life of Virginia's share of the cumulative effect of adopting
Statement No. 106 is $3.8 million, which is net of income taxes of
$2.0 million, and is recorded in the 1992 statement of income. The
cumulative effect recorded represents Life of Virginia's share of
Aon's postretirement benefit cost, less the January 1, 1992 amount of
the postretirement health care and life benefit liability previously
recorded. The total recorded amount represents the cumulative
postretirement benefit obligation for periods prior to January 1,
1992.

8. Lease Commitments

Life of Virginia has noncancelable operating leases for certain office
space, equipment and automobiles. Future minimum rental payments
required under operating leases that have initial or remaining
noncancelable lease terms in excess of one year at December 31, 1994
are as follows:
(millions) Minimum Lease Payments

1995 $ 3.6
1996 2.7
1997 2.1
1998 1.8
1999 1.4
Later years 4.7

Total minimum payments required $16.3
=====

Rental expenses for all operating leases for the years ended December
31, 1994, 1993, and 1992 amounted to $5.1 million, $4.5 million, and
$3.3 million, respectively.

9. Related Party Transactions

Life of Virginia pays investment advisory fees and other fees to
affiliates. Amounts incurred for these items aggregated $37.8
million, $33.5 million and $26.7 million for 1994, 1993, and 1992,
respectively. Life of Virginia charges affiliates for certain
services and for the use of facilities and equipment which aggregated
$101.2 million, $88.8 million and $54.8 million for 1994, 1993, and
1992, respectively.

Life of Virginia deposits excess cash in an intercompany cash
management fund maintained by Aon. The amount deposited at December
31, 1994 and 1993 was $61.0 million and $64.5 million, respectively.
Interest earned on the fund for 1994, 1993, and 1992 was $1.4 million,
$.8 million, and $1.5 million, respectively.

At December 31, 1994 and 1993, Life of Virginia held investments in
securities of certain affiliates amounting to $47.4 million and $49.7
million, respectively. Amounts included in net investment income related
to these holdings totalled $3.5 million, $4.0 million and $4.2 million for
1994, 1993, and 1992, respectively.

In December 1994, Life of Virginia exchanged common stocks with a fair
value of $61.4 million and cost of $67.1 million for Combined's
available for sale fixed maturities and related accrued income with
fair values of $60.9 million and $.5 million, respectively. Life of
Virginia recorded the fixed maturity securities at Combined's fair
value of $60.9 million resulting in a $5.7 million realized loss that
is reflected in the statement of income.

In December 1994, Life of Virginia ceded to Combined $406.6 million of
its Guaranteed Investment Contract liabilities. In conjunction with
the liability cession, Life of Virginia transferred to Combined
available for sale fixed maturities with a fair value of $278.1
million and a cost of $287.2 million and preferred stock with a fair
value of $110.5 million and a cost of $119.7 million. There was no
effect on net income.

In July 1994, Life of Virginia ceded to Union Fidelity Life Insurance
Company ("UFLIC") $280.7 million of its credit life and health
reserves and associated acquisition costs of $107.0 million. In
conjunction with the liability cession, Life of Virginia transferred
to UFLIC the following invested assets in November 1994:

(millions)
Amortized
Cost Accrued
or Cost Market Interest

Fixed maturities:
Held to maturity $ 22.3 $ 19.6 $ .5
Available for sale 212.3 203.7 4.0

Preferred stock 66.9 66.0 -
Common stock 3.8 7.7 -

Totals $305.3 $297.0 $4.5
====== ====== ====

Included in receivable from affiliate is $107.0 million from UFLIC
related to the acquisition costs.

This transaction resulted in a $29.1 million loss which is reflected
as a $20.8 million reduction in premiums ceded and an $8.3 million
realized loss on investments.

Premiums, benefits to policyholders, and commissions and general
expenses ceded to UFLIC during the second six months of 1994 amounted
to $35.0 million, $14.4 million, and $14.2 million, respectively.
These amounts have been classified as a receivable from affiliate.

In 1993, Life of Virginia formed and then purchased all 100
outstanding shares of Newco for $100. Life of Virginia then
transferred to Newco, in the form of a capital contribution, certain
properties, including all company-occupied properties, which had a
book value of $24.5 million. The Newco common stock was then sold to
Combined for $21.5 million. A realized loss of $3.0 million has been
included in the consolidated statement of income.

10. Litigation

Life of Virginia is subject to numerous claims and lawsuits that arise
in the ordinary course of business. In some of these cases the
remedies that may be sought or damages claimed are substantial,
including cases that seek punitive or extraordinary damages. Accruals
for these lawsuits have been provided to the extent that losses are
deemed probable and are estimable. Although the ultimate outcome of
these suits cannot be ascertained and liabilities in indeterminate
amounts may be imposed on Life of Virginia, on the basis of present
information, availability of insurance coverages, and advice received
from counsel, it is the opinion of management that the disposition or
ultimate determination of such claims and lawsuits will not have a
material adverse effect on the consolidated financial position of Life
of Virginia.

11. Segment Information

Life of Virginia operates primarily in the life insurance industry
offering life and annuity, and accident and health products.
Significant data concerning these segments are as follows:

(millions) Years ended December 31
1994 1993 1992

Revenues
Life and Annuity $ 655.6 $ 666.8 $ 649.5
Accident and Health 14.9 53.9 52.5
Corporate and Other 32.9 62.2 49.5
$ 703.4 $ 782.9 $ 751.5
======== ======== ========

Income (loss) Before Income Tax
Life and Annuity $ 76.7 $ 73.1 $ 60.0
Accident and Health (11.5) 6.0 3.4
Corporate and Other 23.2 49.3 23.4
$ 88.4 $ 128.4 $ 86.8
======== ======== ========

Identifiable Assets
Life and Annuity $7,182.7 $6,943.1 $5,862.6
Accident and Health 241.1 251.3 228.6
Corporate and Other 926.0 1,035.0 1,035.3
$8,349.8 $8,229.4 $7,126.5
======== ======== ========

The above results include allocations of investment income and certain
expense elements considered reasonable under the circumstances. Other
acceptable methods of allocation might produce different results.

12. Financial Instruments

Derivative Financial Instruments

Life of Virginia uses derivative financial instruments ("derivatives")
for purposes other than trading. Interest rate swap agreements are
used primarily to manage asset and liability durations relating to
capital accumulation life and annuity business. As of December 31,
1994, Life of Virginia was paying fixed rates and receiving variable
rates on interest rate swap contracts, with a notional amount of
$750.0 million, with the effect of lengthening liability durations.
As of December 31, 1993, Life of Virginia was paying variable rates
and receiving fixed rates on interest rate swap contracts with a
notional amount of $200.0 million. The net effect of interest rate
swap payments is settled periodically and reported in investment
income. There is no settlement of underlying notional amounts.

The interest rates on Life of Virginia's principal outstanding swaps
at December 31 are presented below:

Pay Receive Receive Pay
Fixed Variable Fixed Variable

1994 7.7 - 8.3% 7.8% - -
1993 - - 6.1 - 6.3% 3.4 - 3.5%

Life of Virginia performs frequent analysis to measure the degree of
correlation associated with its derivative programs. Life of Virginia
assesses the adequacy of the correlation analysis results in
determining whether the derivatives qualify for hedge accounting.
Realized gains and losses on derivatives that qualify as hedges are
deferred and reported as an adjustment of the cost basis of the hedged
item. Deferred gains and losses are amortized into income over the
life of the hedged item. Outstanding derivatives that are hedges of
items carried at fair value are reflected in the financial statements
with the derivatives' fair value reported as unrealized gains and
losses directly in stockholder's equity.

As of December 31, 1994, the principal swaps have maturities ranging
from October 1998 to October 2000 and variable rates based on the
five-year treasury rate. As of December 31, 1993, Life of Virginia
paid variable rates based on the three and six month LIBOR index.

Life of Virginia is exposed to credit risk of derivative contracts in
the event of nonperformance by the counterparties to the financial
instruments. The credit risk is generally limited to the fair value
of those contracts that are favorable to Life of Virginia. Life of
Virginia has limited its credit risk by restricting its investments in
derivative contracts to a diverse group of highly rated major
financial institutions. See Note 1 regarding the methods and
assumptions used to estimate fair market value for financial
instruments.

Other Financial Instruments

Life of Virginia has certain investment commitments to provide capital and
fixed-rate loans as well as certain forward contract purchase commitments.
The investment commitments, which would be collateralized by related
properties of the underlying investments, involve varying elements of
credit and market risk. Investment commitments outstanding at December 31,
1994 and 1993, totaled $32.1 million and $447.2 million, respectively.

Fair Value of Financial Instruments

Accounting standards require the disclosure of fair values for certain
financial instruments. The fair value disclosures are not intended to
encompass the majority of policy liabilities, various other non-
financial instruments, or other intangible items related to Life of
Virginia's business. Accordingly, care should be exercised in
deriving conclusions about Life of Virginia's business or financial
condition based on the fair value disclosures.

The carrying value and fair value of certain of Life of Virginia's
financial instruments are as follows:

(millions) As of December 31
1994 1993

Carrying Fair Carrying Fair
Value Value Value Value
Assets:
Fixed maturities and equity
securities (Note 3) $5,059.4 $4,825.7 $5,676.1 $5,852.7
Mortgage loans on real estate 527.6 530.8 508.1 576.2
Policy loans 165.3 162.0 156.9 154.5
Cash, short-term investments,
and receivables 621.0 621.0 416.3 416.3
Derivatives - - - 5.8

Liabilities:
Investment type insurance
contracts 3,380.3 3,295.5 3,721.1 3,736.4
Commissions and general
expenses 46.9 46.9 38.4 38.4
Derivatives - 3.7 - -

13. Subsequent Events

In January 1995, Life of Virginia ceded to Combined $600 million of
its Single Premium Deferred Annuity liabilities. In conjunction with
the liability cession, Life of Virginia transferred to Combined
available for sale fixed maturities with a fair value of $436.1
million and cost of $501.4 million and held to maturity fixed
maturities with a fair value of $81.4 million and a cost of $95.1
million. In addition, $5.5 million of accrued income related to the
assets above was transferred to Combined.

In January 1995, Life of Virginia dividended 100% of its Globe Life
Insurance Company ("Globe") common stock to Combined. At December 31,
1994, Globe had total assets of $954.9 million, total liabilities of
$765.7 million and total stockholder's equity of $189.2 million.

In January 1995, Life of Virginia received from Combined, in the form
of a capital contribution, $39.9 million of fixed maturities that will
be classified as held to maturity.

<PAGE>

PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

All required financial statements are included in Part B of this
Registration Statement.

(b) Exhibits

(1)(a) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of Separate Account 4. 1/

(1)(b) Resolution of Board of Directors of Life of Virginia authorizing
the elimination of investment subdivisions of Separate Accounts
II, III and 4 which invest in shares of the American Life/Annuity
Series. 1/

(1)(c) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of additional investment subdivisions of
Separate Account 4, investing in shares of the Asset Manager
Portfolio of the Fidelity Variable Insurance Products Fund II and
the Balanced Portfolio of the Advisers Management Trust. 1/

(1)(d) Resolution of Board of Directors of Life of Virginia authorizing
the investment of $300,000 in the N&B Balanced Portfolio of
Neuberger & Berman's Advisers Management Trust. 1/

(1)(e) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of additional investment subdivisions of
Separate Account 4, investing in shares of the Growth Portfolio
and the Limited Maturity Bond Portfolio of the Neuberger & Berman
Advisers Management Trust. 1/

(1)(f) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of additional investment subdivisions of
Separate Account 4, investing in shares of the Growth Portfolio,
Aggressive Growth Portfolio and Worldwide Growth Portfolio of the
Janus Aspen Series. 3/

(1)(g) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of twenty-two (22) additional subdivisions of
Separate Account 4. 3/

(1)(h) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of an additional investment subdivision of
Separate Account 4, investing in shares of the Utility Fund of
the Insurance Management Series. 4/

(1)(i) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of two additional investment subdivisions of
Separate Account 4, investing in shares of the Corporate Bond
Fund of the Insurance Management Series and the Contrafund
Portfolio of the Fidelity Variable Insurance Products Fund II.
4/

(1)(j) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of two additional investment subdivisions of
Separate Account 4, investing in shares of the International
Equity Portfolio and the Real Estate Securities Portfolio of Life
of Virginia Series Fund. 5/

(1)(k) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of four additional investment subdivisions of
Separate Account 4, investing in shares of the American Growth
Portfolio and the American Small Capitalization Portfolio of The
Alger American Fund, and the Balanced Portfolio and Flexible
Income Portfolio of the Janus Aspen Series.

(2) Not Applicable.

(3)(a) Underwriting Agreement between The Life Insurance Company of
Virginia and Forth Financial Securities Corporation 1/

(b) Dealer Sales Agreement. 1/

<PAGE>

(4)(a) Form of Policy.1/
(i) Original Form of Policy. 1/
(ii) Revised Form of Policy. 1/
(b) Endorsements to Policy.
(i) Joint Annuitant Endorsement 1/
(ii) IRA Endorsement 1/
(iii) Pension Endorsement 1/
(iv) Section 403(b) Endorsement 1/
(v) Endorsement modifying Transfers 1/
(vi) Minimum Premium Endorsement 1/
(vii) Guarantee Account Rider 1/
(viii)Endorsement correcting Death Provisions 1/
(ix) Endorsement waiving surrender charges for Hospital or Nursing
Facility Confinement 2/
(x) Endorsement modifying provision titled Reduced Charges on Certain
Surrenders 2/

(5)(a) Form of Application. 1/

(6)(a) Certificate of Incorporation of The Life Insurance Company of
Virginia. 1/

(b) By-Laws of The Life Insurance Company of Virginia. 1/

(7) Not Applicable.

(8)(a) Stock Sale Agreement between The Life Insurance Company of
Virginia and The Life of Virginia Series Fund, Inc. 1/

(b) Participation Agreement among Variable Insurance Products Fund,
Fidelity Distributors Corporation, and The Life Insurance Company
of Virginia. 1/

(b)(i) Amendment to Participation Agreement Referencing Policy Form
Numbers. 1/

(c) Agreement between Oppenheimer Variable Account Funds, Oppenheimer
Management Corporation, and The Life Insurance Company of
Virginia. 1/

(c)(i) Amendment to Agreement between Oppenheimer Variable Account
Funds, Oppenheimer Management Corporation, and The Life Insurance
Company of Virginia. 1/

(d) Sales Agreement between Advisers Management Trust and The Life
Insurance Company of Virginia. 1/

(d)(i) Addendum to Sales Agreement between Advisers Management Trust and
The Life Insurance Company of Virginia. 1/

(e) Participation Agreement among Variable Insurance Products Fund
II, Fidelity Distributors Corporation and The Life Insurance
Company of Virginia. 1/

(f) Participation Agreement between Janus Capital Corporation and
Life of Virginia. 3/

(g) Participation Agreement between Insurance Management Series,
Federated Securities Corporation, and The Life Insurance Company
of Virginia. 4/

(h) Participation Agreement between The Alger American Fund, Fred
Alger and Company, Inc., and The Life Insurance Company of
Virginia.

(9) Opinion and Consent of Counsel.

(10)(a) Consent of Counsel.

(b) Consent of Independent Auditors.

<PAGE>

(11) Not Applicable.

(12) Not Applicable.

(13) Schedule showing computation for Performance Data

Power of Attorney 2/

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

1/ Incorporated herein by reference to post-effective amendment number 8
to the Registrant's registration statement on Form N-4, File No. 33-
17428, filed with the Securities and Exchange Commission on April 24,
1992.

2/ Incorporated herein by reference to post-effective amendment number 9
to the Registrant's registration statement on Form N-4, File No. 33-
17428, filed with the Securities and Exchange Commission on March 2,
1993.

3/ Incorporated herein by reference to post-effective amendment number 11
to the Registrant's registration statement on Form N-4, File No. 33-
17428, filed with the Securities and Exchange Commission on April 29,
1994.

4/ Incorporated herein by reference to post-effective amendment number 12
to the Registrant's registration statement on Form N-4, File No. 33-
17428, filed with the Securities and Exchange Commission on January 3,
1995.

5/ Incorporated herein by reference to post-effective amendment number 13
to the Registrant's registration statement on Form N-4, File No. 33-
17428, filed with the Securities and Exchange Commission on April 28,
1995.

<PAGE>

ITEM 25. DIRECTORS AND OFFICERS OF LIFE OF VIRGINIA

Name and Principal Positions and Offices
Business Address* with Depositor

Daniel T. Cox*** Chairman and Chief Executive
Officer and Director

Paul E. Rutledge III** President, Chief Operating Officer
and Director

H. Gaylord Hodges, Jr.** Senior Vice President and Director

John J. Palmer** Senior Vice President and Director

Harvey N. Medvin*** Director

Michael A. Conway*** Director

Arthur F. Quern*** Director

Patrick G. Ryan*** Director

William D. Baldwin** Senior Vice President and Director

Raymond I. Skilling*** Director

Robert A. Bowen** Senior Vice President and Director

Linda L. Lanam** Vice President, Senior Counsel,
Secretary and Director

Selwyn L. Flournoy, Jr.** Senior Vice President and Director

Ray M. Perisho**** Director

Robert D. Chinn Senior Vice President - Agency

Thomas A. Barefield Senior Vice President - Special
Markets

* The principal address of each person listed, unless otherwise indicated,
is The Life Insurance Company of Virginia, 6610 W. Broad Street, Richmond,
Virginia 23230

** Messrs. Baldwin, Bowen, Hodges, Palmer, Flournoy, Rutledge, Cox and Ms.
Lanam are members of the Executive Committee of the Board of Directors of
Life of Virginia.

*** The principal business address of these individuals is Aon Corporation,
123 N. Wacker Drive, Chicago, Illinois, 60606

**** The principal business address of this individual is Union Fidelity
Life Insurance Company, 4850 Street Road, Trevose, Pennsylvania 19049-0001.

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR
OR REGISTRANT

The Depositor, The Life Insurance Company of Virginia, is a wholly-owned
subsidiary of Combined Insurance Company of America, which is a
wholly-owned subsidiary of Aon Corporation, formerly Combined International
Corporation. The Registrant, Life of Virginia Separate Account 4, is a
segregated asset account of Life of Virginia.

ITEM 27. NUMBER OF POLICYOWNERS

For the period ended February 24, 1995 there were 34,754 Policyowners.

ITEM 28. INDEMNIFICATION

Section 13.1-698 and 13.1-702 of the Code of Virginia, in brief, allow a
corporation to indemnify any person made party to a proceeding because such
person is or was a director, officer, employee, or agent of the
corporation, against liability incurred in the proceeding if: (1) he
conducted himself in good faith; and (2) he believed that (a) in the case
of conduct in his official capacity with the corporation, his conduct was
in its best interests; and (b) in all other cases, his conduct was at least
not opposed to the corporation's best interests and (3) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. The termination of a proceeding by judgment, order, settlement
or conviction is not, of itself, determinative that the director, officer,
employee, or agent of the corporation did not meet the standard of conduct
described. A corporation may not indemnify a director, officer, employee,
or agent of the corporation in connection with a proceeding by or in the
right of the corporation, in which such person was adjudged liable to the
corporation, or in connection with any other proceeding charging improper
personal benefit to such person, whether or not involving action in his
official capacity, in which such person was adjudged liable on the basis
that personal benefit was improperly received by him. Indemnification
permitted under these sections of the Code of Virginia in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

Section 5 of the By-Laws of Life of Virginia further provides that:

(a) The Corporation shall indemnify each director, officer and employee of
this Company who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, arbitrative, or investigative (other
than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer or employee of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgements [sic], fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action,
suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in the best interests of the Corporation, and
with respect to any criminal action, had no cause to believe his conduct
unlawful. The termination of any action, suit or proceeding by judgement
[sic], order, settlement, conviction, or upon a plea of nolo contendere,
shall not of itself create a presumption that the person did not act in
good faith, or in a manner opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding,
believed his conduct unlawful.

(b) The Corporation shall indemnify each director, officer or employee of the
Corporation who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of
the Corporation to procure a judgement [sic] in its favor by reason of
the fact that he is or was a director, officer or employee of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence or misconduct
in the performance of his duty to the Corporation unless and only to the
extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court
shall deem proper.

(c) Any indemnification under subsections (a) and (b) (unless ordered by a
court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer or employee is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b).
Such determination shall be made (1) by the Board of Directors of the
Corporation by a majority vote of a quorum consisting of the directors
who were not parties to such action, suit or proceeding, or (2) if such a
quorum is not obtainable, or even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders of the Corporation.

(d) Expenses (including attorneys' fees) incurred in defending an action,
suit or proceeding, whether civil, criminal, administrative, arbitrative
or investigative, may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized in the
manner provided in subsection (c) upon receipt of an undertaking by or on
behalf of the director, officer or employee to repay such amount to the
Corporation unless it shall ultimately be determined that he is entitled
to be indemnified by the Corporation as authorized in this Article.

(e) The Corporation shall have the power to make any other or further
indemnity to any person referred to in this section except an indemnity
against gross negligence or willful misconduct.

(f) Every reference herein to director, officer or employee shall include
every director, officer or employee, or former director, officer or
employee of the Corporation and its subsidiaries and shall enure to the
benefit of the heirs, executors and administrators of such person.

(g) The foregoing rights and indemnification shall not be exclusive of any
other rights and indemnification to which the directors, officers and
employees of the Corporation may be entitled according to law.

* * *

Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the depositor pursuant to the foregoing provisions, or otherwise, the
depositor has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the depositor of expenses incurred or paid by a director, officer or
controlling person of the depositor in successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the depositor
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) Forth Financial Securities Corporation is the principal underwriter of the
Policies as defined in the Investment Company Act of 1940, and is also the
principal underwriter for flexible premium variable life insurance policies
issued through Life of Virginia Separate Accounts I, II and III.

(b) Name and Principal Positions and Offices
Business Address* with Underwriter

John J. Palmer President and Director

Robert Z. Peranski Director

William D. Baldwin Director

Scott R. Reeks Vice President / Manager of
Operations, Treasurer and
Compliance Officer

Linda L. Lanam Secretary

William E. Daner, Jr. General Counsel & Director

Robert D. Chinn Director

John L. Knowles Director

Thomas A. Barefield Director

Marianne O'Doherty Assistant Secretary

* The principal business address of all listed above is 6610 West Broad
Street, Richmond, Virginia 23261.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

All accounts and records required to be maintained by Section 31(a) of
the Investment Company Act of 1940 and the rules under it are maintained by
Life of Virginia at its executive offices.

ITEM 31. MANAGEMENT SERVICES

All management contracts are discussed in Part A or Part B of this
Registration Statement.

ITEM 32. UNDERTAKINGS

(a) Registrant undertakes that it will file a post-effective amendment to this
Registration Statement as frequently as 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 undertakes that it will 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 post card 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 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 to Life of Virginia at the address or
phone number listed in the Prospectus.

STATEMENT PURSUANT TO RULE 6c-7

Life of Virginia offers and will offer Policies to participants in the
Texas Optional Retirement Program. In connection therewith, Life of
Virginia and Account 4 rely on 17 C.F.R. Section 270.6c-7 and represent
that the provisions of paragraphs (a)-(d) of the Rule have been or will be
complied with.

SECTION 403(b) REPRESENTATIONS

Life of Virginia represents that in connection with its offering of
Policies as funding vehicles for retirement plans meeting the requirements
of Section 403(b) of the Internal Revenue Code of 1986, it is relying on a
no-action letter dated November 28, 1988, to the American Council of Life
Insurance (Ref. No. IP-6-88) regarding Sections 22(e), 27(c)(1), and 27(d)
of the Investment Company Act of 1940, and that paragraphs numbered (1)
through (4) of that letter will be complied with.

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the registrant, Life of Virginia Separate Account 4, certifies
that it meets the requirements for effectiveness of this registration
statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this amendment to the registration statement to be signed on
its behalf by the undersigned thereunto duly authorized, and its seal to be
hereunto affixed and attested, in the County of Henrico in the Commonwealth
of Virginia, on the 28th day of September, 1995.

Life of Virginia Separate Account 4
(Registrant)

By:______________________________________________________
John J. Palmer
Senior Vice President
The Life Insurance Company of Virginia

The Life Insurance Company of Virginia
(Depositor)

By:______________________________________________________
John J. Palmer
Senior Vice President

<PAGE>

As required by the Securities Act of 1933, this amendment to the
registration statement has been signed below by the following persons in
the capacities and on the dates indicated.

Signature Title Date
<S> <C> <C>

PATRICK G. RYAN* Director 9/28/95
Patrick G. Ryan

DANIEL T. COX* Chairman and Chief Executive Officer 9/28/95
Daniel T. Cox and Director

PAUL E. RUTLEDGE III* President, Chief Operating Officer and Director 9/28/95
Paul E. Rutledge III

SELWYN L. FLOURNOY, JR.* Senior Vice President, Director (Principal 9/28/95
Selwyn L. Flournoy, Jr. Financial and Accounting Officer)

WILLIAM D. BALDWIN* Senior Vice-President and Director 9/28/95
William D.Baldwin

H. GAYLORD HODGES, JR* Senior Vice President and Director 9/28/95
H. Gaylord Hodges, Jr.

HARVEY N. MEDVIN* Director 9/28/95
Harvey N. Medvin

Senior Vice President and Director 9/28/95
John J. Palmer

MICHAEL A. CONWAY* Director 9/28/95
Michael A. Conway

ROBERT A. BOWEN** Director 9/28/95
Robert A. Bowen

LINDA L. LANAM** Director 9/28/95
Linda L. Lanam

RAYMOND I. SKILLING* Director 9/28/95
Raymond I. Skilling

ARTHUR F. QUERN* Director 9/28/95
Arthur F. Quern

RAY M. PERISHO* Director 9/28/95
Ray M. Perisho

* By _______________________________, pursuant to Power of Attorney executed on
February 10, 1992 and ** February 23, 1993.

<PAGE>

Exhibit List

Page

1(k) Resolution of Board of Directors

8(h) Participation Agreement

(9) Opinion and Consent of Counsel

(10)(a) Consent of Counsel

(10)(b) Consent of Independent Auditors

<PAGE>

</TABLE>

EXHIBIT 1(k)

Resolution of Board of Directors

<PAGE>

UNANIMOUS WRITTEN CONSENT OF
THE EXECUTIVE COMMITTEE OF
THE BOARD OF DIRECTORS OF
THE LIFE INSURANCE COMPANY OF VIRGINIA

The undersigned, being all of the members of the Executive Committee of the
Board of Directors of The Life Insurance Company of Virginia, a Virginia
corporation, in lieu of a meeting held for the purpose and pursuant to the
provisions of Section 13.1-685 of the Code of Virginia do hereby approve
the following resolutions:

WHEREAS, The Executive Committee of the Board of Directors of the Company,
pursuant to the provisions of Section 38.2-3113 of the Code of Virginia,
adopted resolutions establishing Life of Virginia Separate Account 4
("Separate Account 4") on August 19, 1987; and

WHEREAS, The Company wishes to establish ten additional investment
subdivisions of Separate Account 4 which will invest in shares of the Prime
Money Fund of the Insurance Management Series, the Alger American Growth
Portfolio of The Alger American Fund, the Alger American Small
Capitalization Portfolio of The Alger American Fund, the Balanced Portfolio
of the Janus Aspen Series and the Flexible Income Portfolio of the Janus
Aspen Series;

NOW, THEREFORE, BE IT RESOLVED, That the Executive Committee of the Board
of Directors of the Company does hereby establish and create ten additional
investment subdivisions of Separate Account 4. Each of the new
subdivisions shall invest in shares of a single mutual fund portfolio as
set forth below:

INVESTMENT SUBDIVISIONS: TO BE INVESTED IN:
IMS Money Market Insurance Management Series - Prime Money
Fund
AAF Growth The Alger American Fund - Alger American
Growth Portfolio
AAF Small Capitalization The Alger American Fund - Alger American
Small Capitalization Portfolio
JAN Balanced Janus Aspen Series Balanced Portfolio
JAN Flexible Income Janus Aspen Series Flexible Income
Portfolio
IMS Money Market B Insurance Management Series - Prime Money
Fund
AAF Growth B The Alger American Fund - Alger American
Growth Portfolio
AAF Small Capitalization B The Alger American Fund - Alger American
Small Capitalization Portfolio
JAN Balanced B Janus Aspen Series Balanced Portfolio
JAN Flexible Income B Janus Aspen Series Flexible Income
Portfolio

FURTHER RESOLVED, That the President, or any Senior Vice President, and
each of them, with full power to act without the others, are hereby
severally authorized to execute whatever agreement or agreements may be
necessary or appropriate to enable such investments to be made, and the
Executive Committee hereby ratifies the action of any such officer in
executing any such agreement prior to the date of these resolutions; and

FURTHER RESOLVED, That the President or any Senior Vice President, and each
of them, with full power to act without the others, are hereby severally
authorized to execute and deliver such other documents and do such acts and
things as each or any of them may deem necessary or desirable to carry out
the foregoing resolutions and the intent and purposes thereof.

____________________________________ ____________________________________
William D. Baldwin Date Robert Allen Bowen Date

____________________________________ ____________________________________
Daniel T. Cox Date Selwyn L. Flournoy, Jr. Date

____________________________________ ____________________________________
H. Gaylord Hodges Date Linda L. Lanam Date

____________________________________ ____________________________________
John J. Palmer Date Paul E. Rutledge III Date

EXHIBIT 8(h)
Participation Agreement

THIS AGREEMENT is made this 29 day of August, 1995, by and among The
Alger American Fund (the "Trust"), an open-end management investment company
organized as a Massachusetts business trust, The Life Insurance Company of
Virginia, a life insurance company organized as a corporation under the laws of
the Commonwealth of Virginia, (the "Company"), on its own behalf and on behalf
of each segregated asset account of the Company set forth in Schedule A, as may
be amended from time to time (the "Accounts"), and Fred Alger and Company,
Incorporated, a Delaware corporation, the Trust's distributor (the
"Distributor").

WHEREAS, the Trust is registered with the Securities and Exchange
Commission (the "Commission") as an open-end management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"), and has
an effective registration statement relating to the offer and sale of the
various series of its shares under the Securities Act of 1933, as amended (the
"1933 Act");

WHEREAS, the Trust and the Distributor desire that Trust shares be used
as an investment vehicle for separate accounts established for variable life
insurance policies and variable annuity contracts to be offered by life
insurance companies which have entered into fund participation agreements with
the Trust (the "Participating Insurance Companies");

WHEREAS, shares of beneficial interest in the Trust are divided into the
following series which are available for purchase by the Company for the
Accounts: Alger American Small Capitalization Portfolio, Alger American Growth
Portfolio, Alger American Income & Growth Portfolio, Alger American Balanced
Portfolio, Alger American MidCap Growth Portfolio, and Alger American Leveraged
AllCap Portfolio;

WHEREAS, the Trust has received an order from the Commission, dated
February 17, 1989 (File No. 812-7076), granting Participating Insurance
Companies and their separate accounts exemptions from the provisions of Sections
9(a), 13(a), l5(a) and 15(b) of the 1940 Act, and Rules 6e-2(b)(15) and
6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the
Portfolios of the Trust to be sold to and held by variable annuity and variable
life insurance separate accounts of both affiliated and unaffiliated life
insurance companies (the "Shared Funding Exemptive Order");

WHEREAS, the Company has registered or will register under the 1933 Act
certain variable life insurance policies and variable annuity contracts to be
issued by the Company under which the Portfolios are to be made available as
investment vehicles (the "Contracts");

WHEREAS, the Company has registered or will register each Account as a
unit investment trust under the 1940 Act unless an exemption from registration
under the 1940 Act is available and the Trust has been so advised;

WHEREAS, the Company desires to use shares of one or more Portfolios as
investment vehicles for the Accounts;

NOW THEREFORE, in consideration of their mutual promises, the parties
agree as follows:

ARTICLE I.
Purchase and Redemption of Trust Portfolio Shares

1.1. For purposes of this Article I, the Company shall be the Trust's agent for
the receipt from each account of purchase orders and requests for
redemption pursuant to the Contracts relating to each Portfolio, provided
that the Company notifies the Trust of such purchase orders and requests
for redemption by 9:30 a.m. Eastern time on the Business Day, as defined
in Section 1.3, next following the day of receipt by the Company of the
purchase order or redemption request.

1.2. The Trust shall make shares of the Portfolios available to the Accounts at
the net asset value next computed after receipt of a purchase order by the
Trust (or its agent), as established in accordance with the provisions of
the then current prospectus of the Trust describing Portfolio purchase
procedures. The Company will transmit orders from time to time to the
Trust for the purchase and redemption of shares of the Portfolios. The
Trustees of the Trust (the "Trustees") may refuse to sell shares of any
Portfolio to any person, or suspend or terminate the offering of shares of
any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or if, in the sole discretion of the
Trustees acting in good faith and in light of their fiduciary duties under
federal and any applicable state laws, such action is deemed in the best
interests of the shareholders of such Portfolio.

1.3. The Company shall pay for the purchase of shares of a Portfolio on behalf
of an Account with federal funds to be transmitted by wire to the Trust,
with the reasonable expectation of receipt by the Trust by 2:00 p.m.
Eastern time on the next Business Day after the Trust (or its agent)
receives the purchase order. Upon receipt by the Trust of the federal
funds so wired, such funds shall cease to be the responsibility of the
Company and shall become the responsibility of the Trust for this purpose.
"Business Day" shall mean any day on which the New York Stock Exchange is
open for trading and on which the Trust calculates its net asset value
pursuant to the rules of the Commission.

1.4. The Trust will redeem for cash any full or fractional shares of any
Portfolio, when requested by the Company on behalf of an Account, at the
net asset value next computed after receipt by the Trust (or its agent) of
the request for redemption, as established in accordance with the
provisions of the then current prospectus of the Trust describing
Portfolio redemption procedures. The Trust shall make payment for such
shares in the manner established from time to time by the Trust. Proceeds
of redemption with respect to a Portfolio will normally be paid to the
Company for an Account in federal funds transmitted by wire to the Company
by order of the Trust with the reasonable expectation of receipt by the
Company by 2:00 p.m. Eastern time on the next Business Day after the
receipt by the Trust (or its agent) of the request for redemption. Such
payment may be delayed if, for example, the Portfolio's cash position so
requires or if extraordinary market conditions exist, but in no event
shall payment be delayed for a greater period than is permitted by the
1940 Act. The Trust reserves the right to suspend the right of redemption,
consistent with Section 22(e) of the 1940 Act and any rules thereunder.

1.5. Payments for the purchase of shares of the Trust's Portfolios by the
Company under Section 1.3 and payments for the redemption of shares of the
Trust's Portfolios under Section 1.4 on any Business Day may be netted
against one another for the purpose of determining the amount of any wire
transfer.

1.6. Issuance and transfer of the Trust's Portfolio shares will be by book
entry only. Stock certificates will not be issued to the Company or the
Accounts. Portfolio Shares purchased from the Trust will be recorded in
the appropriate title for each Account or the appropriate subaccount of
each Account.

1.7. The Trust shall furnish, on or before the ex-dividend date, notice to the
Company of any income dividends or capital gain distributions payable on
the shares of any Portfolio of the Trust. The Company hereby elects to
receive all such income dividends and capital gain distributions as are
payable on a Portfolio's shares in additional shares of that Portfolio.
The Trust shall notify the Company of the number of shares so issued as
payment of such dividends and distributions.

1.8. The Trust shall calculate the net asset value of each Portfolio on each
Business Day, as defined in Section 1.3. The Trust shall make the net
asset value per share for each Portfolio available to the Company or its
designated agent on a daily basis as soon as reasonably practical after
the net asset value per share is calculated and shall use its best efforts
to make such net asset value per share available to the Company by 6:30
p.m. Eastern time each Business Day.

1.9. The Trust agrees that its Portfolio shares will be sold only to
Participating Insurance Companies and their segregated asset accounts, to
the Fund Sponsor or its affiliates and to such other entities as may be
permitted by Section 817(h) of the Code, the regulations thereunder, or
judicial or administrative interpretations thereof. No shares of any
Portfolio will be sold directly to the general public. The Company agrees
that it will use Trust shares only for the purposes of funding the
Contracts through the Accounts listed in Schedule A, as amended from time
to time.

1.10. The Trust agrees that all Participating Insurance Companies shall have the
obligations and responsibilities regarding pass-through voting and
conflicts of interest corresponding materially to those contained in
Section 2.9 and Article IV of this Agreement.

ARTICLE II.
Obligations of the Parties

2.1. The Trust shall prepare and be responsible for filing with the Commission
and any state regulators requiring such filing all shareholder reports,
notices, proxy materials (or similar materials such as voting instruction
solicitation materials), prospectuses and statements of additional
information of the Trust. The Trust shall bear the costs of registration
and qualification of shares of the Portfolios, preparation and filing of
the documents listed in this Section 2.1 and all taxes to which an issuer
is subject on the issuance and transfer of its shares.

2.2. The Company shall distribute such prospectuses, proxy statements and
periodic reports of the Trust to the Contract owners as required to be
distributed to such Contract owners under applicable federal or state law.

2.3. The Trust shall provide such documentation (including a final copy of the
Trust's prospectus as set in type or in camera-ready copy) and other
assistance as is reasonably necessary in order for the Company to print
together in one document the current prospectus for the Contracts issued
by the Company and the current prospectus for the Trust or to print
together in one document the prospectuses of all open-end management
investment companies that serve as underlying investment vehicles for the
Contracts. The Trust shall bear the expense of printing copies of its
current prospectus that will be distributed to existing Contract owners,
and the Company shall bear the expense of printing copies of the Trust's
prospectus that are used in connection with offering the Contracts issued
by the Company.

2.4. The Trust and the Distributor shall provide (1) at the Trust's expense,
one copy of the Trust's current Statement of Additional Information
("SAI") to the Company and to any Contract owner who requests such SAI,
(2) at the Company's expense, such additional copies of the Trust's
current SAI as the Company shall reasonably request and that the Company
shall require in accordance with applicable law in connection with
offering the Contracts issued by the Company.

2.5. The Trust, at its expense, shall provide the Company with copies of its
proxy material, periodic reports to shareholders and other communications
to shareholders in such quantity as the Company shall reasonably require
for purposes of distributing to Contract owners. The Trust, at the
Company's expense, shall provide the Company with copies of its periodic
reports to shareholders and other communications to shareholders in such
quantity as the Company shall reasonably request for use in connection
with offering the Contracts issued by the Company. If requested by the
Company in lieu thereof, the Trust shall provide such documentation
(including a final copy of the Trust's proxy materials, periodic reports
to shareholders and other communications to shareholders, as set in type
or in camera-ready copy) and other assistance as reasonably necessary in
order for the Company to print such shareholder communications for
distribution to Contract owners.

2.6. The Company agrees and acknowledges that the Distributor is the sole owner
of the name and mark "Alger" and that all use of any designation comprised
in whole or part of such name or mark under this Agreement shall insure to
the benefit of the Distributor. Except as provided in Section 2.7, the
Company shall not use any such name or mark on its own behalf or on behalf
of the Accounts or Contracts in any registration statement, advertisement,
sales literature or other materials relating to the Accounts or Contracts
without the prior written consent of the Distributor. Upon termination of
this Agreement for any reason, the Company shall cease all use of any such
name or mark as soon as reasonably practicable.

2.7. The Company shall furnish, or cause to be furnished, to the Trust or its
designee a copy of each Contract prospectus and/or statement of additional
information describing the Contracts, each report to Contract owners,
proxy statement, application for exemption or request for no-action letter
in which the Trust or the Distributor is named contemporaneously with the
filing of such document with the Commission. The Company shall furnish, or
shall cause to be furnished, to the Trust or its designee each piece of
sales literature or other promotional material in which the Trust or the
Distributor is named, at least five Business Days prior to its use. No
such material shall be used if the Trust or its designee reasonably
objects to such use within three Business Days after receipt of such
material.

2.8. The Company shall not give any information or make any representations or
statements on behalf of the Trust or concerning the Trust or the
Distributor in connection with the sale of the Contracts other than
information or representations contained in or accurately derived from the
registration statement or prospectus for the Trust shares (as such
registration statement and prospectus may be amended or supplemented from
time to time), annual and semi-annual reports of the Trust,
Trust-sponsored proxy statements, or in sales literature or other
promotional material approved by the Trust or its designee, except as
required by legal process or regulatory authorities or with the prior
written permission of the Trust, the Distributor or their respective
designees. The Trust and the Distributor agree to respond to any request
for approval on a prompt and timely basis. The Company shall adopt and
implement procedures reasonably designed to ensure that "broker only"
materials including information therein about the Trust or the Distributor
are not distributed to existing or prospective Contract owners.

2.9. The Trust shall use its best efforts to provide the Company, on a timely
basis, with such information about the Trust, the Portfolios and the
Distributor, in such form as the Company may reasonably require, as the
Company shall reasonably request in connection with the preparation of
registration statements, prospectuses and annual and semi-annual reports
pertaining to the Contracts.

2.10. The Trust and the Distributor shall not give, and agree that no affiliate
of either of them shall give, any information or make any representations
or statements on behalf of the Company or concerning the Company, the
Accounts or the Contracts other than information or representations
contained in or accurately derived from the registration statement or
prospectus for the Contracts (as such registration statement and
prospectus may be amended or supplemented from time to time), or in
materials approved by the Company for distribution including sales
literature or other promotional materials, except as required by legal
process or regulatory authorities or with the prior written permission of
the Company. The Company agrees to respond to any request for approval on
a prompt and timely basis.

2.11. So long as, and to the extent that, the Commission interprets the 1940 Act
to require pass-through voting privileges for Contract owners, the
Company will provide pass-through voting privileges to Contract owners
whose cash values are invested, through the registered Accounts, in shares
of one or more Portfolios of the Trust. The Trust shall require all
Participating Insurance Companies to calculate voting privileges in the
same manner and the Company shall be responsible for assuring that the
Accounts calculate voting privileges in the manner established by the
Trust. With respect to each registered Account, the Company will vote
shares of each Portfolio of the Trust held by a registered Account and for
which no timely voting instructions from Contract owners are received in
the same proportion as those shares for which voting instructions are
received. The Company and its agents will in no way recommend or oppose or
interfere with the solicitation of proxies for Portfolio shares held to
fund the Contacts without the prior written consent of the Trust, which
consent may be withheld in the Trust's sole discretion. The Company
reserves the right, to the extent permitted by law, to vote shares held in
any Account in its sole discretion.

2.12. The Company and the Trust will each provide to the other information about
the results of any regulatory examination relating to the Contracts or the
Trust, including relevant portions of any "deficiency letter" and any
response thereto.

2.13. No compensation shall be paid by the Trust to the Company, or by the
Company to the Trust, under this Agreement (except for specified expense
reimbursements). However, nothing herein shall prevent the parties hereto
from otherwise agreeing to perform, and arranging for appropriate
compensation for, other services relating to the Trust, the Accounts or
both.

ARTICLE III.
Representation and Warranties

3.1. The Company represents and warrants that it is an insurance company duly
organized and in good standing under the laws of the Commonwealth of
Virginia and that it has legally and validly established each Account as a
segregated asset account under such law as of the date set forth in
Schedule A, and that Forth Financial Securities Corporation, the principal
underwriter for the Contracts, is registered as a broker-dealer under the
Securities Exchange Act of 1934 and is a member in good standing of the
National Association of Securities Dealers, Inc.

3.2. The Company represents and warrants that it has registered or, prior to
any issuance or sale of the Contracts, will register each Account as a
unit investment trust in accordance with the provisions of the 1940 Act
and cause each Account to remain so registered to serve as a segregated
asset account for the Contracts, unless an exemption from registration is
available.

3.3. The Company represents and warrants that the Contracts will be registered
under the 1933 Act unless an exemption from registration is available
prior to any issuance or sale of the Contracts; the Contracts will be
issued and sold in compliance in all material respects with all applicable
federal and state laws; and the sale of the Contracts shall comply in all
material respects with state insurance law suitability requirements.

3.4. The Trust represents and warrants that it is duly organized and validly
existing under the laws of the Commonwealth of Massachusetts and that it
does and will comply in all material respects with the 1940 Act and the
rules and regulations thereunder.

3.5. The Trust and the Distributor represent and warrant that the Portfolio
shares offered and sold pursuant to this Agreement will be registered
under the 1933 Act and sold in accordance with all applicable federal and
state laws, and the Trust shall be registered under the 1940 Act prior to
and at the time of any issuance or sale of such shares. The Trust shall
amend its registration statement under the 1933 Act and the 1940 Act from
time to time as required in order to effect the continuous offering of its
shares. The Trust shall register and qualify its shares for sale in
accordance with the laws of the various states only if and to the extent
deemed advisable by the Trust.

3.6. The Trust represents and warrants that the investments of each Portfolio
will comply with the diversification requirements for variable annuity,
endowment or life insurance contracts set forth in Section 817(h) of the
Internal Revenue Code of 1986, as amended (the "Code"), and the rules and
regulations thereunder, including without limitation Treasury Regulation
1.817-5, and will notify the Company immediately upon having a reasonable
basis for believing any Portfolio has ceased to comply or might not so
comply and will immediately take all reasonable steps to adequately
diversify the Portfolio to achieve compliance within the grace period
afforded by Regulation 1.817-5.

3.7. The Trust represents and warrants that it is currently qualified as a
"regulated investment company" under Subchapter M of the Code, that it
will make every effort to maintain such qualification and will notify the
Company immediately upon having a reasonable basis for believing it has
ceased to so qualify or might not so qualify in the future.

3.8. The Trust represents and warrants that it, its directors, officers,
employees and others dealing with the money or securities, or both, of a
Portfolio shall at all times be covered by a blanket fidelity bond or
similar coverage for the benefit of the Trust in an amount not less than
the minimum coverage required by Rule 17g-1 or other applicable
regulations under the 1940 Act. Such bond shall include coverage for
larceny and embezzlement and be issued by a reputable bonding company.

3.9. The Distributor represents that it is duly organized and validly existing
under the laws of the State of Delaware and that it is registered, and
will remain registered, during the term of this Agreement, as a
broker-dealer under the Securities Exchange Act of 1934 and is a member in
good standing of the National Association of Securities Dealers, Inc.

ARTICLE IV.
Potential Conflicts

4.1. The parties acknowledge that a Portfolio's shares may be made available
for investment to other Participating Insurance Companies. In such event,
the Trustees will monitor the Trust for the existence of any material
irreconcilable conflict between the interests of the contract owners of
all Participating Insurance Companies. A material irreconcilable conflict
may arise for a variety of reasons, including: (a) an action by any state
insurance regulatory authority; (b) a change in applicable federal or
state insurance, tax or securities laws or regulations, or a public
ruling, private letter ruling, no-action or interpretative letter, or any
similar action by insurance, tax, or securities regulatory authorities;
(c) an administrative or judicial decision in any relevant proceeding; (d)
the manner in which the investments of any Portfolio are being managed;
(e) a difference in voting instructions given by variable annuity contract
and variable life insurance contract owners; or (f) a decision by an
insurer to disregard the voting instructions of contract owners. The Trust
shall promptly inform the Company of any determination by the Trustees
that a material irreconcilable conflict exists and of the implications
thereof.

4.2. The Company agrees to report promptly any potential or existing conflicts
of which it is aware to the Trustees. The Company will assist the Trustees
in carrying out their responsibilities under the Shared Funding Exemptive
Order by providing the Trustees with all information reasonably necessary
for and requested by the Trustees to consider any issues raised including,
but not limited to, information as to a decision by the Company to
disregard Contract owner voting instructions. All communications from the
Company to the Trustees may be made in care of the Trust.

4.3. If it is determined by a majority of the Trustees, or a majority of the
disinterested Trustees, that a material irreconcilable conflict exists
that affects the interests of contract owners, the Company shall, in
cooperation with other Participating Insurance Companies whose contract
owners are also affected, at its own expense and to the extent reasonably
practicable (as determined by the Trustees) take whatever steps are
necessary to remedy or eliminate the material irreconcilable conflict,
which steps could include: (a) withdrawing the assets allocable to some or
all of the Accounts from the Trust or any Portfolio and reinvesting such
assets in a different investment medium, including (but not limited to)
another Portfolio of the Trust, or submitting the question of whether or
not such segregation should be implemented to a vote of all affected
Contract owners and, as appropriate, segregating the assets of any
appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the
affected Contract owners the option of making such a change; and (b)
establishing a new registered management investment company or managed
separate account.

4.4. If a material irreconcilable conflict arises because of a decision by the
Company to disregard Contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the
Company may be required, at the Trust's election, to withdraw the affected
Account's investment in the Trust and terminate this Agreement with
respect to such Account; provided, however that such withdrawal and
termination shall be limited to the extent required by the foregoing
material irreconcilable conflict as determined by a majority of the
disinterested Trustees. Any such withdrawal and termination must take
place within six (6) months after the Trust gives written notice that this
provision is being implemented. Until the end of such six (6) month
period, the Trust shall continue to accept and implement orders by the
Company for the purchase and redemption of shares of the Trust.

4.5. If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw the
affected Account's investment in the Trust and terminate this Agreement
with respect to such Account within six (6) months after the Trustees
inform the Company in writing that the Trust has determined that such
decision has created a material irreconcilable conflict; provided,
however, that such withdrawal and termination shall be limited to the
extent required by the foregoing material irreconcilable conflict as
determined by a majority of the disinterested Trustees. Until the end of
such six (6) month period, the Trust shall continue to accept and
implement orders by the Company for the purchase and redemption of shares
of the Trust.

4.6. For purposes of Section 4.3 through 4.6 of this Agreement, a majority of
the disinterested Trustees shall determine whether any proposed action
adequately remedies any material irreconcilable conflict, but in no event
will the Trust be required to establish a new funding medium for any
Contract. The Company shall not be required to establish a new funding
medium for the Contracts if an offer to do so has been declined by vote of
a majority of Contract owners materially adversely affected by the
material irreconcilable conflict. In the event that the Trustees determine
that any proposed action does not adequately remedy any material
irreconcilable conflict, then the Company will withdraw the Account's
investment in the Trust and terminate this Agreement within six (6) months
after the Trustees inform the Company in writing of the foregoing
determination; provided, however, that such withdrawal and termination
shall be limited to the extent required by any such material
irreconcilable conflict as determined by a majority of the disinterested
Trustees.

4.7. The Company shall at least annually submit to the Trustees such reports,
materials or data as the Trustees may reasonably request so that the
Trustees may fully carry out the duties imposed upon them by the Shared
Funding Exemptive Order, and said reports, materials and data shall be
submitted more frequently if reasonably deemed appropriate by the
Trustees.

4.8. If and to the extent that Rule 6e-3(T) is amended, or Rule 6e-3 is
adopted, to provide exemptive relief from any provision of the 1940 Act or
the rules promulgated thereunder with respect to mixed or shared funding
(as defined in the Shared Funding Exemptive Order) on terms and conditions
materially different from those contained in the Shared Funding Exemptive
Order, then the Trust and/or the Participating Insurance Companies, as
appropriate, shall take such steps as may be necessary to comply with Rule
6e-3(T), as amended, or Rule 6e-3, as adopted, to the extent such rules
are applicable.

ARTICLE V.
Indemnification

5.1. Indemnification By The Company. The Company agrees to indemnify and hold
harmless the Distributor, the Trust and each of its Trustees, officers,
employees and agents and each person, if any, who controls the Trust within
the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" for purposes of this Section 5.1) against any and all losses,
claims, damages, liabilities (including amounts paid in settlement with the
written consent of the Company, which consent shall not be unreasonably
withheld) or expenses (including the reasonable costs of investigating or
defending any alleged loss, claim, damage, liability or expense and
reasonable legal counsel fees incurred in connection therewith)
(collectively, "Losses"), to which the Indemnified Parties may become
subject under any statute or regulation, or at common law or otherwise,
insofar as such Losses are related to the sale or acquisition of the
Contracts or Trust shares and:

(a) arise out of or are based upon any untrue statements or alleged untrue
statements of any material fact contained in a registration statement
or prospectus for the Contracts or in the Contracts themselves or in
sales literature generated or approved by the Company with respect to
the Contracts or Accounts (or any amendment or supplement to any of the
foregoing) (collectively, "Company Documents" for the purposes of this
Article V), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading,
provided that this indemnity shall not apply as to any Indemnified
Party if such statement or omission or such alleged statement or
omission was made in reliance upon and was accurately derived from
written information furnished to the Company by or on behalf of the
Trust for use in Company Documents or otherwise for use in connection
with the sale of the Contracts or Trust shares; or

(b) arise out of or result from statements or representations (other than
statements or representations contained in or accurately derived from
Trust Documents as defined in Section 5.2(a)) or wrongful conduct of
the Company or persons under its control, with respect to the sale or
acquisition of the Contracts or Trust shares; or

(c) arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in Trust Documents as defined in
Section 5.2(a) or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading if such statement or omission was
made in reliance upon or accurately derived from written information
furnished to the Trust by or on behalf of the Company; or

(d) arise out of or result from any failure by the Company to provide the
services or furnish the materials required under the terms of this
Agreement; or

(e) arise out of or result from any material breach of any representation
and/or warranty made by the Company in this Agreement or arise out of
or result from any other material breach of this Agreement by the
Company; or

(f) arise out or result from the provision by the Company to the Trust of
insufficient or incorrect information regarding the purchase or sale of
shares of any Portfolio, or the failure of the Company to provide such
information on a timely basis.

5.2. Indemnification by the Distributor. The Distributor agrees to indemnify and
hold harmless the Company and each of its directors, officers, employees,
and agents and each person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" for the purposes of this Section 5.2) against any and all losses,
claims, damages, liabilities (including amounts paid in settlement with the
written consent of the Distributor, which consent shall not be unreasonably
withheld) or expenses (including the reasonable costs of investigating or
defending any alleged loss, claim, damage, liability or expense and
reasonable legal counsel fees incurred in connection therewith)
(collectively, "Losses"), to which the Indemnified Parties may become
subject under any statute or regulation, or at common law or otherwise,
insofar as such Losses are related to the sale or acquisition of the
Contracts or Trust shares and:

(a) arise out of or are based upon any untrue statements or alleged untrue
statements of any material fact contained in the registration statement
or prospectus for the Trust (or any amendment or supplement thereto)
(collectively, "Trust Documents" for the purposes of this Article V), or
arise out of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, provided that this
indemnity shall not apply as to any Indemnified Party if such statement
or omission or such alleged statement or omission was made in reliance
upon and was accurately derived from written information furnished to
the Distributor or the Trust by or on behalf of the Company for use in
Trust Documents or otherwise for use in connection with the sale of the
Contracts or Trust shares and; or

(b) arise out of or result from statements or representations (other than
statements or representations contained in or accurately derived form
Company Documents) or wrongful conduct of the Distributor or persons
under its control, with respect to the sale or acquisition of the
Contracts or Portfolio shares; or

(c) arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in Company Documents or the
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading if such statement or omission was made in reliance upon or
accurately derived from written information furnished to the Company by
or on behalf of the Trust; or

(d) arise out of or result from any failure by the Distributor or the Trust
to provide the services or furnish the materials required under the
terms of this Agreement; or

(e) arise out of or result from any material breach of any representation
and/or warranty made by the Distributor or the Trust in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Distributor or the Trust.

5.3. None of the Company, the Trust or the Distributor shall be liable under the
indemnification provisions of Sections 5.1 or 5.2, as applicable, with
respect to any Losses incurred or assessed against an Indemnified Party
that arise from such Indemnified Party's willful misfeasance, bad faith or
negligence in the performance of such Indemnified Party's duties or by
reason of such Indemnified Party's reckless disregard of obligations or
duties under this Agreement.

5.4. None of the Company, the Trust or the distributor shall be liable under the
indemnification provisions of Sections 5.1 or 5.2, as applicable, with
respect to any claim made against an Indemnified party unless such
Indemnified Party shall have notified the other party in writing within a
reasonable time after the summons, or other first written notification,
giving information of the nature of the claim shall have been served upon
or otherwise received by such Indemnified Party (or after such Indemnified
Party shall have received notice of service upon or other notification to
any designated agent), but failure to notify the party against whom
indemnification is sought of any such claim shall not relieve that party
from any liability which it may have to the Indemnified Party in the
absence of Sections 5.1 and 5.2.

5.5. In case any such action is brought against an Indemnified Party, the
indemnifying party shall be entitled to participate, at its own expense, in
the defense of such action. The indemnifying party also shall be entitled
to assume the defense thereof, with counsel reasonably satisfactory to the
party named in the action. After notice from the indemnifying party to the
Indemnified Party of an election to assume such defense, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained
by it, and the indemnifying party will not be liable to the Indemnified
Party under this Agreement for any legal or other expenses subsequently
incurred by such party independently in connection with the defense thereof
other than reasonable costs of investigation.

ARTICLE VI.
Termination

6.1. This Agreement shall terminate:

(a) at the option of any party upon six (6) months' advance written notice
to the other parties, unless a shorter time is agreed to by the
parties;

(b) at the option of the Trust or the Distributor if the Contracts issued
by the Company cease to qualify as annuity contracts or life insurance
contracts, as applicable, under the Code or if the Contracts are not
registered, issued or sold in accordance with applicable state and/or
federal law; or

(c) at the option of any party upon a determination by a majority of the
Trustees of the Trust, or a majority of its disinterested Trustees, or
by the Company, that a material irreconcilable conflict exists; or

(d) at the option of the Company upon institution of formal proceedings
against the Trust or the Distributor by the NASD, the SEC, or any state
securities or insurance department or any other regulatory body
regarding the Trust's or the Distributor's duties under this Agreement
or related to the sale of Trust shares or the operation of the Trust;
or

(e) at the option of the Company if the Trust or a Portfolio fails to meet
the diversification requirements specified in Section 3.6 hereof; or.

(f) at the option of the Company if shares of the Series are not reasonably
available to meet the requirements of the Variable Contracts issued by
the Company, as determined by the Company, and upon prompt notice by
the Company to the other parties; or

(g) at the option of the Company in the event any of the shares of a
Portfolio are not registered, issued or sold in accordance with
applicable state and/or federal law, or such law precludes the use of
such shares as the underlying investment media of the Variable
Contracts issued or to be issued by the Company; or

(h) at the option of the Company, if the Portfolio fails to qualify as a
Regulated Investment Company under Subchapter M of the Code; or

(i) at the option of the Distributor if it shall determine in its sole
judgment exercised in good faith, that the Company and/or its
affiliated companies has suffered a material adverse change in its
business, operations, financial condition or prospects since the date
of this Agreement or is the subject of material adverse publicity.

(j) at the option of the Company if it shall determine in its sole judgment
exercised in good faith that the Trust, the Distributor and/or their
affiliated companies has suffered a material adverse change in its
business, operations, financial condition or prospects since the date
of this Agreement or is the subject of material adverse publicity.

6.2. Notwithstanding any termination of this Agreement, the Trust shall, at the
option of the Company, continue to make available additional shares of any
Portfolio and redeem shares of any Portfolio pursuant to the terms and
conditions of this Agreement for all Contracts in effect on the effective
date of termination of this Agreement.

6.3. The provisions of Article V shall survive the termination of this
Agreement, and the provisions of Article IV and Section 2.9 shall survive
the termination of this Agreement as long as shares of the Trust are held
on behalf of Contract owners in accordance with Section 6.2.

ARTICLE VII.
Notices

Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.

If to the Trust or its Distributor:

Fred Alger Management, Inc.
30 Montgomery Street
Jersey City, NJ 07302
Attn: Gregory S. Duch

If to the Company:

The Life Insurance Company of Virginia
6610 W. Broad Street
Richmond, VA 23230
Attn: John J. Palmer

ARTICLE VIII.
Miscellaneous

8.1. The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

8.2. This Agreement may be executed in two or more counterparts, each of which
taken together shall constitute one and the same instrument.

8.3. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.

8.4. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of New York. It shall
also be subject to the provisions of the federal securities laws and the
rules and regulations thereunder and to any orders of the Commission
granting exemptive relief therefrom and the conditions of such orders.
Copies of any such orders shall be promptly forwarded by the Trust to the
Company.

8.5. All liabilities of the Trust arising, directly or indirectly, under this
Agreement, of any and every nature whatsoever, shall be satisfied solely
out of the assets of the Trust and no Trustee, officer, agent or holder of
shares of beneficial interest of the Trust shall be personally liable for
any such liabilities.

8.6. Each party shall cooperate with each other party and all appropriate
governmental authorities (including without limitation the Commission, the
National Association of Securities Dealers, Inc. and state insurance
regulators) and shall permit such authorities reasonable access to its
books and records in connection with any investigation or inquiry relating
to this Agreement or the transactions contemplated hereby.

8.7. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to
under state and federal laws.

8.8. This Agreement shall not be exclusive in any respect.

8.9. Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the prior written approval of the other
party.

8.10. No provisions of this Agreement may be amended or modified in any manner
except by a written agreement properly authorized and executed by both
parties.

8.11. Each party hereto shall, except as required by law or otherwise permitted
by this Agreement, treat as confidential the names and addresses of the
owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto, and shall not disclose
such confidential information without the written consent of the affected
party unless such information has become publicly available.

IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Participation Agreement as of the date and year first
above written.

Fred Alger and Company, Incorporated

By: /s/ Gregory S. Duch
Name: Gregory S. Duch
Title: Executive Vice President

Alger American Fund

By: /s/ Gregory S. Duch
Name: Gregory S. Duch
Title: Treasurer

The Life Insurance Company of Virginia

By: /s/ John J. Palmer
Name: John J. Palmer
Title: Senior Vice President

SCHEDULE A

Account Date Established

Life of Virginia Separate Account II August 21, 1986
Life of Virginia Separate Account III February 10, 1987
Life of Virginia Separate Account 4 August 19, 1987

EXHIBIT (9)

Opinion and Consent of Counsel

<PAGE>

September 28, 1995

The Life Insurance Company of Virginia
6610 West Broad Street
Richmond, VA 23230

Gentlemen:

With reference to Post-Effective Amendment No. 14 to Form N-4 (File Number
33-17428) filed by The Life Insurance Company of Virginia and Life of
Virginia Separate Account 4 with the Securities and Exchange Commission
covering flexible premium variable deferred annuity policies, I have
examined such documents and such law as I considered necessary and
appropriate, and on the basis of such examination, it is my opinion that:

1. The Life Insurance Company of Virginia is duly organized and validly
existing under the laws of the Commonwealth of Virginia and has been duly
authorized to issue individual flexible premium variable deferred annuity
policies by the Bureau of Insurance of the State Corporation Commission of
the Commonwealth of Virginia.

2. Life of Virginia Separate Account 4 is a duly authorized and existing
separate account established pursuant to the provisions of Section 38.2-
3113 of the Code of Virginia.

3. The flexible premium variable deferred annuity policies, when issued as
contemplated by said Form N-4 Registration Statement, will constitute
legal, validly issued and binding obligations of The Life Insurance Company
of Virginia.

I hereby consent to the filing of this opinion as an exhibit to Post-
Effective Amendment No. 14 to the Registration Statement on Form N-4 (File
Number 33-17428).

Sincerely,

William E. Daner, Jr.
Counsel
Law Department

<PAGE>

September 28, 1995

The Life Insurance Company of Virginia
6610 West Broad Street
Richmond, VA 23230

Gentlemen:

I hereby consent to the use of my name under the caption "Legal Matters" in
the Statement of Additional Information contained in Post-Effective
Amendment Number 14 to the Registration Statement on Form N-4 (File Number
33-17428), filed by The Life Insurance Company of Virginia and Life of
Virginia Separate Account 4 with the Securities and Exchange Commission.

Sincerely,

William E. Daner, Jr.
Counsel
Law Department

<PAGE>

[SUTHERLAND, ASBILL & BRENNAN LETTERHEAD]

September 26, 1995

The Life Insurance Company of Virginia
6610 West Broad Street
Richmond, VA 23230

Ladies and Gentlemen:

We hereby consent to the reference to our name under the caption "Legal
Matters" in the Statement of Additional Information filed as part of
Post-Effective Amendment No. 14 to the Registration Statement on Form N-4
(File No. 33-17428) filed by Life of Virginia Separate Account 4 for certain
variable annuity contracts. In giving this consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of
the Securities Act of 1933.

Very truly yours,

SUTHERLAND, ASBILL & BRENNAN

By: /s/ STEPHEN E. ROTH
Stephen E. Roth

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our reports dated February 9, 1995, with respect to the consolidated
financial statements and the related financial statement schedules of
The Life Insurance Company of Virginia and subsidiaries and the Life of
Virginia Separate Account 4, in Amendment No. 14 to the Registration
Statement under the Securities Act of 1933 (Form N-4 No. 33-17428) of the Life
of Virginia Separate Account 4, and in Amendment No. 10 to the Registration
Statement under the Investment Company Act of 1940 (Registration No. 811-5343),
for the registration of an indefinite amount of securities.

ERNST & YOUNG LLP

Richmond, Virginia
September 28, 1995