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

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

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As filed with the Securities and Exchange Commission on September 28, 1995.

Registration No. 33-76336
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. 3 (X)

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

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
<TABLE>
Item of Form N-4 Prospectus Caption
<S> <C>
1. Cover Page ..................... Cover Page

2. Definitions .................... Definitions

3. Synopsis ....................... Summary, 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 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

<PAGE>
PART B

Item of Form N-4 Part B Caption

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

<PAGE>

PART C -- OTHER INFORMATION

Item of Form N-4 Part C Caption

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

<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

PROSPECTUS FOR THE
FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY POLICY
FORM P1142 4/94

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
Owner allocates 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>
<TABLE>
<CAPTION>

PAGE
<S> <C>
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Fee Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
The Life Insurance Company of Virginia and Life of Virginia Separate Account 4 . 18
The Life Insurance Company of Virginia . . . . . . . . . . . . . . . . . . . . 18
Account 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Additions, Deletions, or Substitutions of Investments . . . . . . . . . . . . . 18
The Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Variable Insurance Products Fund . . . . . . . . . . . . . . . . . . . . . . . 19
Variable Insurance Products Fund II . . . . . . . . . . . . . . . . . . . . . . 19
Neuberger & Berman Advisers Management Trust . . . . . . . . . . . . . . . . . 20
Life of Virginia Series Fund, Inc. . . . . . . . . . . . . . . . . . . . . . . 20
Oppenheimer Variable Account Funds . . . . . . . . . . . . . . . . . . . . . . 21
Janus Aspen Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Insurance Management Series . . . . . . . . . . . . . . . . . . . . . . . . . 21
Resolving Material Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . 22
Total Return and Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
The Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Purchasing the Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Allocation of Premium Payments . . . . . . . . . . . . . . . . . . . . . . . . 24
Accumulation of Account Value . . . . . . . . . . . . . . . . . . . . . . . . . 25
Value of Accumulation Units . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Dollar-Cost Averaging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Powers of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Examination of Policy (Refund Privilege) . . . . . . . . . . . . . . . . . . . 27
Distributions Under the Policy . . . . . . . . . . . . . . . . . . . . . . . . . 27
Surrender (Withdrawal) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Death Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Restrictions on Distributions from Certain Policies . . . . . . . . . . . . . . 30
Charges and Deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Charges Against Account 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Policy Maintenance Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Sales Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Transfer Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Governmental Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Premium Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Other Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Other Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Other Qualified Retirement Plans . . . . . . . . . . . . . . . . . . . . . . . 42
Legal and Tax Advice for Qualified Plans . . . . . . . . . . . . . . . . . . . 43
Federal Income Tax Withholding . . . . . . . . . . . . . . . . . . . . . . . . 43
</TABLE>

<PAGE>

TABLE OF CONTENTS (Cont.)

<TABLE>
<CAPTION>
PAGE
<S> <C>
General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
The Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
The Annuitant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
The Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Changes by the Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Payment Under The Policies . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Distribution of the Policies . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Voting Rights and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Statement of Additional Information Table of Contents . . . . . . . . . . . . . . 46

</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.

ANNUITANT -- The Annuitant is the person named in the Policy upon whose age
and sex Monthly Income Benefits are determined. The Annuitant must be the Owner
of the Policy unless the Policy is owned by a trust established for the benefit
of the Annuitant. If a Joint Annuitant is named in the Policy, unless stated
otherwise, references to "Annuitant" mean both the Annuitant and the Joint
Annuitant.

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 material change in the value of the assets
in Account 4.

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

DEATH BENEFIT -- The optional benefit provided under a Policy upon the death
of an Annuitant prior to the Maturity Date.

DESIGNATED BENEFICIARY(IES) -- The person(s) designated in the Policy who is
alive (or in existence for non-natural designations) on the date of an
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.

FINAL ANNUITANT -- If a Joint Annuitant was named and either the Annuitant or
the Joint Annuitant dies, the survivor becomes the Final Annuitant.

FIXED INCOME PAYMENTS -- Payments made pursuant to an optional payment
plan the value of which are guaranteed by Life of Virginia.

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

INVESTMENT SUBDIVISION -- A subdivision of Account 4 available to the
Policies. Premiums will be allocated, in accordance with the instructions of
the Owner, 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.

<PAGE>

JOINT ANNUITANT -- The person, if named in the policy, whose age and sex is
used with those of the Annuitant to determine the amount of the Monthly Income
Benefits.

JOINT OWNER -- Joint Owners own the Policy equally. If one Joint Owner dies,
the surviving Joint Owner becomes the sole owner of 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 an Annuitant is living on that date.

MONTHLY INCOME BENEFIT -- The monthly amounts payable to the Annuitant
beginning on the Maturity Date.

NET INVESTMENT FACTOR -- An index applied to measure the investment
performance of an Investment Subdivision from one Valuation Period to the next.

NON-QUALIFIED POLICY -- Policies not sold or used in connection with
retirement plans receiving favorable federal income tax treatment under the
Code.

OWNER -- The Owner is entitled to the ownership rights stated in the Policy.
The original Owner is named in the Policy.

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 was signed and the
initial premium was paid.

PREMIUM PAYMENT(S) -- An amount paid to Life of Virginia by the Owner or on
the Owner'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 (OR "WITHDRAWAL 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
selected by the Owner.

WITHDRAWAL VALUE (OR "SURRENDER VALUE") -- The Account Value less any
applicable surrender charge.

<PAGE>

FEE TABLE

Owner Transaction Expenses:
Sales Charge on Premium Payments none
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 Expenses
(as a percentage of account value)
Mortality and expense risk charge 1.25%
Administrative Expense Charge .15%
Total Annual Expenses 1.40%

Other Annual Expenses
Annual Policy Maintenance Charge $25.00
Maximum Annual Death Benefit Charge (as a percentage of average
benefit amount) .35%*

* If elective death benefit applies.

Variable Insurance Products Fund Annual Expenses
(as a % of average net assets)

<TABLE>
<CAPTION>
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>

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

<TABLE>
<CAPTION>
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>

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

<TABLE>
<CAPTION>
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>

<PAGE>

Until May 1, 1995, the Portfolios of the Advisers Management Trust had a
istribution 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.

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 reimbursement) .21% .31% .40% .27% .75% .60%
Total Fund Annual Expenses .42% .81% .75% .77% 1.75% 1.50%
</TABLE>

Oppenheimer Variable Account Funds Annual Expenses
(as a % of average net assets)

<TABLE>
<CAPTION>
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>

Janus Aspen Series Annual Expenses
(as a % of average net assets)

<TABLE>
<CAPTION>
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 reimbursement) 0.22% 0.28% 0.49%
Total Fund Annual Expenses 0.88% 1.05% 1.18%
</TABLE>

Federated Insurance Management Series Annual Expenses
(as a % of average net assets)

<TABLE>
<CAPTION>
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>

<PAGE>

The purpose of this table is to assist the Owner in understanding the various
costs and expenses that a Owner will bear directly and indirectly. Except as
noted below, the Tables reflect charges and expenses of the Separate Account as
well as the underlying Funds for the most recent fiscal year. For more
information on the charges described in these Tables see Charges and Deductions
on page 31 and the Prospectuses for the underlying Funds which accompany this
Prospectus. In addition to the expenses listed above, governmental charges,
including premium taxes, ranging from 0 to 3.5% may be applicable.

The annual expenses listed for all the Funds are net of certain reimbursements
and fee waivers 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 (including the elective death benefit rider):

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

SUBDIVISIONS INVESTING IN: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Variable Insurance Products Fund
Money Market Portfolio $77.06 $115.45 $164.09 $246.01
High Income Portfolio 81.28 128.56 187.69 296.81
Equity-Income Portfolio 80.05 124.83 181.14 283.72
Growth Portfolio 81.09 127.99 186.68 294.81
Overseas Portfolio 83.27 134.56 198.16 317.57

Variable Insurance Products Fund II
Asset Manager Portfolio 82.13 131.13 192.19 305.76
Contrafund Portfolio 82.98 133.71 196.67 314.63

Neuberger & Berman Advisers Management Trust
Balanced Portfolio 83.74 135.98 200.64 322.44
Growth Portfolio 83.17 134.28 197.67 316.59
Limited Maturity Bond Portfolio 81.47 129.13 188.69 298.81

Life of Virginia Series Fund, Inc.
Money Market Portfolio 78.49 119.78 171.70 261.34
Government Securities Portfolio 82.23 131.42 192.69 306.75
Common Stock Index Portfolio 81.66 129.71 189.69 300.80
Total Return Portfolio 81.85 130.28 190.69 302.79
International Equity Portfolio 91.08 157.89 236.61 395.10
Real Estate Securities Portfolio 88.74 150.93 225.25 372.49

Oppenheimer Variable Account Funds
Oppenheimer Money Fund 79.25 122.04 175.58 268.67
Oppenheimer High Income Fund 82.23 131.42 192.69 306.75
Oppenheimer Bond Fund 82.23 131.42 192.69 306.75
Oppenheimer Capital Appreciation Fund 82.13 131.13 192.19 305.76
Oppenheimer Multiple Strategies Fund 82.04 130.85 191.69 304.77
Oppenheimer Growth Fund 82.23 131.42 192.69 306.75

Janus Aspen Series
Growth Portfolio 82.89 133.42 196.18 313.65
Aggressive Growth Portfolio 84.50 138.25 204.42 330.18
Worldwide Growth Portfolio 85.73 141.94 210.49 342.62

Federated Insurance Management Series
Utility Fund 82.61 132.56 194.68 310.70
Corporate Bond Fund 82.13 131.13 192.19 305.76

</TABLE>

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

<PAGE>

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

<TABLE>
<CAPTION>
SUBDIVISIONS INVESTING IN: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Variable Insurance Products Fund
Money Market Portfolio $21.51 $ 66.46 $114.09 $246.01
High Income Portfolio 25.97 80.22 137.69 296.81
Equity-Income Portfolio 24.67 76.30 131.14 283.72
Growth Portfolio 25.77 79.62 136.68 294.81
Overseas Portfolio 28.07 86.52 148.16 317.57

Variable Insurance Products Fund II
Asset Manager Portfolio 26.87 82.92 142.19 305.76
Contrafund Portfolio 27.77 85.62 146.67 314.63

Neuberger & Berman Advisers Management Trust
Balanced Portfolio 28.57 88.01 150.64 322.44
Growth Portfolio 27.97 86.22 147.67 316.59
Limited Maturity Bond Portfolio 26.17 80.82 138.69 298.81

Life of Virginia Series Fund, Inc.
Money Market Portfolio 23.02 71.00 121.70 261.34
Government Securities Portfolio 26.97 83.22 142.69 306.75
Common Stock Index Portfolio 26.37 81.42 139.69 300.80
Total Return Portfolio 26.57 82.02 140.69 302.79
International Equity Portfolio 36.33 111.01 188.48 395.10
Real Estate Securities Portfolio 33.85 103.70 176.52 372.49

Oppenheimer Variable Account Funds
Oppenheimer Money Fund 23.82 73.37 125.58 268.67
Oppenheimer High Income Fund 26.97 83.22 142.69 306.75
Oppenheimer Bond Fund 26.97 83.22 142.69 306.75
Oppenheimer Capital Appreciation Fund 26.87 82.92 142.19 305.76
Oppenheimer Multiple Strategies Fund 26.77 82.62 141.69 304.77
Oppenheimer Growth Fund 26.97 83.22 142.69 306.75

Janus Aspen Series
Growth Portfolio 27.67 85.32 146.18 313.65
Aggressive Growth Portfolio 29.37 90.39 154.59 330.18
Worldwide Growth Portfolio 30.67 94.26 160.98 342.62

Federated Insurance Management Series
Utility Fund 27.37 84.42 144.68 310.70
Corporate Bond Fund 26.87 82.92 142.19 305.76

</TABLE>

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

<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 (excluding the elective death benefit rider):

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

<TABLE>
<CAPTION>
SUBDIVISIONS INVESTING IN: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Variable Insurance Products Fund
Money Market Portfolio $73.73 $105.22 $145.93 $208.39
High Income Portfolio 77.92 117.99 168.47 254.42
Equity-Income Portfolio 76.68 114.24 161.86 241.04
Growth Portfolio 77.73 117.41 167.46 252.37
Overseas Portfolio 79.90 124.02 179.05 275.63

Variable Insurance Products Fund II
Asset Manager Portfolio 78.77 120.58 173.02 263.57
Contrafund Portfolio 79.62 123.17 177.55 272.63

Neuberger & Berman Advisers Management Trust
Balanced Portfolio 80.38 125.45 181.55 280.61
Growth Portfolio 79.81 123.74 178.55 274.63
Limited Maturity Bond Portfolio 78.11 118.56 169.48 256.46

Life of Virginia Series Fund, Inc.
Money Market Portfolio 75.16 109.60 153.67 224.32
Government Securities Portfolio 78.86 120.87 173.52 264.58
Common Stock Index Portfolio 78.30 119.15 170.49 258.49
Total Return Portfolio 78.48 119.72 171.50 260.53
International Equity Portfolio 87.73 147.48 218.84 354.90
Real Estate Securities Portfolio 85.38 140.48 207.36 331.78

Oppenheimer Variable Account Funds
Oppenheimer Money Fund 75.92 111.92 157.78 232.72
Oppenheimer High Income Fund 78.86 120.87 173.52 264.58
Oppenheimer Bond Fund 78.86 120.87 173.52 264.58
Oppenheimer Capital Appreciation Fund 78.77 120.58 173.02 263.57
Oppenheimer Multiple Strategies Fund 78.67 120.29 172.51 262.55
Oppenheimer Growth Fund 78.86 120.87 173.52 264.58

Janus Aspen Series
Growth Portfolio 79.52 122.88 177.04 271.63
Aggressive Growth Portfolio 81.13 127.74 185.54 288.52
Worldwide Growth Portfolio 82.36 131.44 191.99 301.24

Federated Insurance Management Series
Utility Fund 79.24 122.01 175.54 268.61
Corporate Bond Fund 78.77 120.58 173.02 263.57

</TABLE>

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

<PAGE>

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

SUBDIVISIONS INVESTING IN: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Variable Insurance Products Fund
Money Market Portfolio $17.99 $ 55.72 $ 95.93 $208.39
High Income Portfolio 22.41 69.12 118.47 254.42
Equity-Income Portfolio 21.10 65.18 111.86 241.04
Growth Portfolio 22.21 68.51 117.46 252.37
Overseas Portfolio 24.51 75.45 129.05 275.63

Variable Insurance Products Fund II
Asset Manager Portfolio 23.31 71.84 123.02 263.57
Contrafund Portfolio 24.21 74.55 127.55 272.63

Neuberger & Berman Advisers Management Trust
Balanced Portfolio 25.01 76.95 131.55 280.61
Growth Portfolio 24.41 75.15 128.55 274.63
Limited Maturity Bond Portfolio 22.61 69.72 119.48 256.46

Life of Virginia Series Fund, Inc.
Money Market Portfolio 19.50 60.31 103.67 224.32
Government Securities Portfolio 23.41 72.14 123.52 264.58
Common Stock Index Portfolio 22.81 70.33 120.49 258.49
Total Return Portfolio 23.01 70.93 121.50 260.53
International Equity Portfolio 32.78 100.08 169.76 354.90
Real Estate Securities Portfolio 30.30 92.73 157.68 331.78

Oppenheimer Variable Account Funds
Oppenheimer Money Fund 20.30 62.75 107.78 232.72
Oppenheimer High Income Fund 23.41 72.14 123.52 264.58
Oppenheimer Bond Fund 23.41 72.14 123.52 264.58
Oppenheimer Capital Appreciation Fund 23.31 71.84 123.02 263.57
Oppenheimer Multiple Strategies Fund 23.21 71.53 122.51 262.55
Oppenheimer Growth Fund 23.41 72.14 123.52 264.58

Janus Aspen Series
Growth Portfolio 24.11 74.25 127.04 271.63
Aggressive Growth Portfolio 25.81 79.35 135.54 288.52
Worldwide Growth Portfolio 27.11 83.23 141.99 301.24

Federated Insurance Management Series
Utility Fund 23.81 73.34 125.54 268.61
Corporate Bond Fund 23.31 71.84 123.02 263.57

</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.

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 five 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 cannot represent that they are true and complete.

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.

The Policy

The Policy allows the Owner 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 Variable Income Payments to be made
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 Owner can allocate 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. 19). Before the Maturity Date,
the Account Value depends on the investment experience of the selected
Investment Subdivisions; therefore, before Income Payments begin, the Owner
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, Owners
can allocate 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.
24.)

Except as stated below, Premium Payments are allocated among the Investment
Subdivisions (or, if applicable, a guarantee account) in accordance with the
Owner's written instructions. 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 Premium Payment. The Owner may, by written
request, change the allocation of subsequent Premium Payments. In states that
require a return of Premium Payments as a refund privilege, initial Premium
Payments will be placed in the Investment Subdivision that invests in the Money
Market Portfolio of the Life of Virginia Series Fund, Inc. (See Allocation of
Premium Payments, p. 24.)

Transfers

Before Income Payments begin the Owner 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. 25.) Life of Virginia may
not honor transfers made by third parties holding multiple powers of attorney.
(See Powers of Attorney, p. 27.)

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.

Full and Partial Surrenders (Withdrawals)

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. 27.) Amounts
surrendered will generally be subject to a surrender charge (also known as a
contingent deferred sales charge). (See Sales Charges, p. 31.)

Charges and Deductions

To cover the costs of administering the Policies, Life of Virginia deducts a
daily charge at an effective annual rate of .15% of the average daily net assets
in Account 4 attributable to the policies, and an annual policy maintenance
charge of $25 from the Account Value attributable to each Policy. The annual
charge is made at the earlier of 1) next policy anniversary, or 2) surrender.

<PAGE>

Life of Virginia does not deduct any sales charge from Premium Payments;
however, it may deduct 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 seven years of any Premium Payments. If there is a full
surrender of the Policy during the first two years following a Premium Payment,
a maximum surrender charge equal to 6% of the amount surrendered will be
imposed. Thereafter, the charge decreases so that no surrender charge, or
portion thereof, is ever attributable to a Premium Payment made more than seven
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 seven years. The charge is calculated by multiplying (1) the
surrender charge percentage, described above and (2) the lesser of (a) the
amount surrendered attributable to the premium payment and (b) the premium paid,
less the total of all surrender amounts previously deemed to reduce that premium
payment. The first partial surrender in a policy year is not subject to the
charge if the amount of that surrender is 10% of the Account Value, or less.

A daily charge at an effective annual rate of 1.25% of the average daily net
assets in Account 4 attributable to the policies is imposed against those assets
to compensate Life of Virginia for mortality and expense risks assumed by it.
Of this amount, approximately .90% 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 governmental charges incurred.
Any applicable governmental charge may be deducted from either the premium paid
or from proceeds (including benefits for surrender, maturity and death). (See
Governmental Charges, p. 33.)

In the event that the Owner elects to purchase a Guaranteed Minimum Death
Benefit Rider (See Elective Guaranteed Minimum Death Benefit Rider, p. 30.), a
charge will be made each year for expenses related to the Death Benefit under
the Rider not exceeding .35% of the average Guaranteed Minimum Death Benefit
during the prior year. (See Annual Death Benefit Charge, p. 31.)

Income Payments

Beginning on the Maturity Date, the Annuitant 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 Surrender Value on the Maturity Date;
(2) the amount of any applicable state and/or local governmental charge; (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 Owner 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 Annuitant prior to
the Maturity Date while the Policy is in force. (See Distributions Under the
Policy - Death Provisions, p. 28.) Owners may also elect to purchase a
Guaranteed Minimum Death Benefit Rider. (See Elective Guaranteed Minimum Death
Benefit Rider, p. 30.)

Refund Privilege

The Owner 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.
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 by 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 Owner may have more than 10 days to return the policy for a refund. (See
Examination of Policy (Refund Privilege), p. 27.)

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:

Accumulation Accumulation No. of
Unit Values Unit Values Units
as of as of as of
FUNDS 7/21/94 12/31/94 12/31/94

VIP Fund
Money Market $ 13.16 $ 13.37 450,740
High Income 17.77 17.64 56,076
Equity-Income 18.71 19.23 276,392
Growth 19.45 20.92 141,845
Overseas 16.18 15.55 197,672

LOV Series Fund
Money Market 12.61 12.79 75,600
Government Securites 14.47 14.38 889
Common Stock Index 17.96 18.27 10,408
Total Return 17.15 17.65 12,498
International Equity Portfolio@ - - -
Real Estate Securities Portfolio@ - - -

Oppenheimer Variable Account Funds
Money 13.21 13.41 50,143
High Income 20.99 20.49 77,818
Bond 16.08 15.90 11,655
Capital Appreciation 19.39 20.90 68,052
Growth 16.88 17.67 12,276
Multiple Strategies 16.27 16.38 26,302

VIPF II
Asset Manager 15.80 15.50 450,885
Contrafund@ - - -

Neuberger & Berman Advisers
Management Trust
Balanced 12.53 12.64 22,065
Growth 10.68 10.84 13,906
Limited Maturity Bond 10.76 10.76 83,962

Janus Aspen Series
Growth 10.30 10.44 159,068
Aggressive Growth 11.51 13.48 169,799
Worldwide Growth 11.63 11.87 117,700

Insurance Management Series
Utility@ - - -
Corporate Bond@ - - -

@ 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.

<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

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. Each investment subdivision invests
exclusively in an investment portfolio of one of the seven Funds described
below. Premiums are allocated in accordance with the instructions of the Owner
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 Owners 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 may not be
able to purchase additional shares of that Fund. In that event, Owners 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 Owner
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. Owners should read the complete risk
disclosure in the fund prospectus before investing.

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
Owners through 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 Owners 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.

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, and the Total Return Portfolio, 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, the American
Stock Exchange and, 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

Oppenheimer Variable Account Funds ("OVAF") currently has nine portfolios, six
of which are currently available to Owners 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. Owners should read the complete risk disclosure
in the fund prospectus before investing.

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

Janus Aspen Series ("JAS") currently has seven portfolios, three of which are
currently available to Owners through 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.

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 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.

<PAGE>

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 the 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 their 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 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 Owners owning Policies whose account values are allocated to
Account 4 and of Owners 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 Owners generally or certain classes of Owners, 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 additional 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. See the
Prospectuses for the Funds.

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.

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
charges for the Guaranteed Minimum Death Benefit Rider, and any deductions for
premium taxes).

<PAGE>

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 administrative 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.

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.

Life of Virginia may from time to time also disclose yield, standard total
returns, and non-standard total returns for periods prior to the date of
inception of the Investment Subdivisions.

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 policies are 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 or a premium payment 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 Premium
Payment will be credited to the policy within two Valuation Periods after the
later of receipt of the application or receipt of the initial Premium Payment by
Life of Virginia at its Home Office. 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 Owner may make Additional Premium Payments before the earliest of (1) the
date which is ten years preceding the maturity date, (2) the date the Annuitant
attains age 86 and (3) the date 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 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 was signed
and the initial Premium Payment was paid.

"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 receipt of the
Additional Premium Payment by Life of Virginia at its Home Office. (See Sales
Charges, p. 31.)

Allocation of Premium Payments

The Owner, by written instructions, allocates Premium Payments among the
Investment Subdivisions. The Owner may allocate 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. Allocations of
less than 10% of any Premium Payment to any one Investment Subdivision are not
permitted.

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

The Owner may change the allocation of subsequent 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 Premium Payments received
after Life of Virginia records the change. The Account Value will vary with the
investment performance of the Investment Subdivisions the Owner selects, and the
Owner bears the entire investment risk for the Account Value in any particular
Investment Subdivision. The allocation of Premium Payments will affect not only
the Account Value prior to the Maturity Date, but it may also affect the Death
Benefit payable upon an Annuitant's death. The Owner 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 values 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 Premium Payment is received and accepted by Life of
Virginia, the Account Value equals the initial 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 Premium Payments and any transfers into that Investment
Subdivision and decreased by the policy maintenance charge, the Annual Death
Benefit Charge (if applicable), 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 and administrative
expense 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 Owner 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. All transfers will be effective as
of the end of the Valuation Period during which the written or telephone 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.

<PAGE>

If the number of Annuity Units remaining in an Investment Subdivision after a
transfer is less than 1, then this amount will also be transferred. In addition,
transfers are only permitted into an Investment Subdivision if, after the
transfer, the number of Annuity Units of that Investment Subdivision is at least
1.

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.

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 Owners to make telephone transfers.

To request a telephone transfer, Owners 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

Owners 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 Owners 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.

Owners must complete the Dollar-Cost Averaging section of the application or a
Dollar-Cost Averaging Agreement in order to 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 Investment 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 Premium Payments, p. 24.)

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 Owner may discontinue Dollar-Cost Averaging by sending Life of
Virginia a written cancellation notice. Owners 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 Owner.

For policies issued on or after November 14, 1994, as an alternative to the
dollar-cost averaging program described above, Owners 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, Owners 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 Premium Payments, p.
24) 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.

Owners 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, an Owner 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 Owner.

<PAGE>

Powers of Attorney

As a general rule and as a convenience to Owners, Life of Virginia allows the
use of powers of attorney whereby Owners give third parties the right to effect
account value transfers on behalf of the Owners. However, when the same third
party possesses powers of attorney executed by many Owners, 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
Owners, 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 Owners in whose names they are
submitted. However, these procedures will not prevent Owners from making their
own Account Value transfer requests.

Examination of Policy (Refund Privilege)

The Owner may examine the Policy and return it for 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 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 by 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 Owner may have more than 10 days to return
the policy for a refund. An Owner wanting a refund should return the Policy to
Life of Virginia at its Home Office.

DISTRIBUTIONS UNDER THE POLICY

Surrender (Withdrawal)

The Owner may make a full or partial surrender of the Policy at any time
before Income Payments begin by sending a written request to Life of Virginia at
its Home Office. The Policy must be submitted with a request for a full
surrender. In the Policy, a "surrender" is referred to as a "withdrawal."

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. In the event
that a partial surrender request would reduce the Account Value to less than
$5,000, Life of Virginia will surrender only that amount of Account Value that
would reduce the remaining Account Value to $5,000 and deduct any Surrender
Charge from the amount surrendered.

The amount payable on full 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, as will any
applicable Annual Death Benefit Charge and the Policy Maintenance Charge. (See
Annual Death Benefit Charge, p. 31 and Policy Maintenance Charge, p. 31.) 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. 44.)

Upon partial surrender, the Owner 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.)

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

<PAGE>

Systematic Withdrawals

The Owner 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 (as of the
effective date of the partial surrender), ("Systematic Withdrawals").
Systematic Withdrawals will be available only if no partial surrender has
occurred during the policy year of the election of Systematic Withdrawals. If a
Systematic Withdrawal program is discontinued, a new program may not be
instituted until the next policy year. 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 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. 32.)

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
Premiums, p. 24.).

After a series of Systematic Withdrawals has begun, the frequency and/or
amount of payments may be changed upon request by the Owner, 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 Owner by
notifying Life of Virginia in writing. Life of Virginia reserves the right to
discontinue Systematic Withdrawals upon 30 days written notice to Owners.
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. 26.). 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.

Death Provisions

Designated Beneficiary. If an 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 an
Annuitant: Final Annuitant, Primary Beneficiary(ies), Contingent
Beneficiary(ies), and if no one else is alive, the estate of the sole Annuitant
(if no Joint Annuitant was named) or of the Final Annuitant.

<PAGE>

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.

Distribution Rules. If the Annuitant dies before income payments begin and
the Designated Beneficiary is the surviving spouse of the deceased Annuitant,
the policy will continue in force with the surviving spouse as the new
Annuitant. On the surviving spouse's death, the entire interest in the Policy
will be paid within 5 years of such spouse's death to the Designated Beneficiary
named by the surviving spouse (and if no Designated Beneficiary is named, such
payment will be made to the surviving spouse's estate).

If the Annuitant dies before income payments begin and the Designated
Beneficiary is not the surviving spouse of the deceased Annuitant, then unless
the Optional Death Benefit is elected as described below, 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
continue the policy in force during the five year period following the date of
the Annuitant's death and receive the Surrender Value at any time during that
period by making a full or partial surrender. No premium payments will be
accepted during this period. If at the end of that five year period the entire
Surrender Value has not been paid, the policy will terminate and any remaining
Account Value will be paid to, or for the benefit of the Designated Beneficiary,
or (2) in writing within 60 days after the date of death, apply the Surrender
Value under optional payment plans 1 or 2 (described beginning on page 36.) with
the first payment to the Designated Beneficiary being made no later than one
year after the date of an Annuitant's death. Payments must be made over the
life of the Designated Beneficiary, or over a period not exceeding the life
expectancy of the Designated Beneficiary.

If the Designated Beneficiary dies before all required payments have been
made, 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 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.

If any Annuitant or Designated Beneficiary dies while this Policy is in force
and on or after 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.

Optional Death Benefit. If any Annuitant dies before Income Payments begin
and while this policy is in effect, the Designated Beneficiary may request
payment of the Death Benefit within 60 days after Life of Virginia receives due
proof of an Annuitant's death, and in no case later than one year after the date
of death. (For policies issued in the state of Washington, the death benefit
available at the death of the Annuitant will become payable unless the
Designated Beneficiary elects to continue the Policy, subject to the Death
Provisions. The Designated Beneficiary will have a period of 90 days following
the date of the Annuitant's death to make such an election.)

Upon receipt of request for payment of the Death Benefit, the Death Benefit
will be paid in one lump sum immediately unless the Designated Beneficiary
elects in writing within 60 days of the Annuitant's death to apply the entire
Death Benefit under optional payment plans 1 or 2 (described beginning on p.
36.) with the first payment to the Designated Beneficiary being made no later
than one year after the date of the Annuitant's death. Payments must be made
over the life of, or over a period not exceeding the life expectancy of, the
Designated Beneficiary.

During the first seven Policy Years, the Death Benefit will be the greater of:
(1) the total of premiums paid reduced by the total of any partial surrenders
plus their applicable surrender charges, or (2) the Account Value on the date
Life of Virginia receives Due Proof of Death. During subsequent seven year
periods, the Death Benefit will be the greater of: (1) the Death Benefit on the
last day of the previous seven year period, plus any premiums paid since then,
less any partial surrenders plus 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. In
those states the benefit will not be recalculated every seven years.

If the request for payment of the Death Benefit occurs more than 60 days from
the date of receipt of due proof of an Annuitant's death, or more than one year
after the date of death, the Surrender Value will be payable instead of the
Optional Death Benefit. If the Surrender Value, rather than the Death Benefit,
is payable, the Policy will remain in force, but the death benefit rules
(described beginning on p. 30.) and the distribution rules (described beginning
on p. 28.) will apply. Thus the entire interest in the Policy generally must be
distributed within 5 years of the Annuitant's death, subject to certain
exceptions.

<PAGE>

Elective Guaranteed Minimum Death Benefit Rider

If this rider is attached to the Policy, the Death Benefit under the Policy
will be the greater of:

(bullet) The Death Benefit described under the "Optional Death Benefit"
section; or
(bullet) The Death Benefit set forth below.

If any Annuitant dies while the Guaranteed Minimum Death Benefit rider is in
effect and before income payments begin, the Designated Beneficiary may request
payment of the Death Benefit. Life of Virginia must receive the request for
payment within 60 days after it receives due proof of an Annuitant's death, and
in no case later than one year after the date of death. If the request is not
received by Life of Virginia within these time limits, the Surrender Value will
be payable instead of the Death Benefit. If the Death Benefit is paid, the
Policy will terminate, and we will have no further obligation under the Policy.
THE GUARANTEED MINIMUM DEATH BENEFIT RIDER MAY NOT BE AVAILABLE IN ALL STATES OR
MARKETS.

The Death Benefit will be the greater of the Guaranteed Minimum Death Benefit,
or the Account Value of the policy on the date Life of Virginia receives proof
of the Annuitant's death or, if later, the date of your request.

The Guaranteed Minimum Death Benefit is, on the policy date, equal to the
premium paid. At the end of each valuation period after such date, the
Guaranteed Minimum Death Benefit is the lesser of: (1) the total of all premiums
received, multiplied by two, less the amount of any partial surrenders, plus
their surrender charges, made prior to or during that valuation period; or (2)
the Guaranteed Minimum Death Benefit at the end of the preceding valuation
period, increased as specified below, plus any additional premium payments
during the current valuation period and less any partial surrenders plus their
applicable surrender charges during the current valuation period.

The amount of the increase for the valuation period will be calculated by
applying a factor to the Guaranteed Minimum Death Benefit at the end of the
preceding valuation period. Until the anniversary on which the Annuitant
attains age 80, the factor is determined for each valuation period at an
effective annual rate of 6%, except that with respect to amounts invested in
certain Investment Subdivisions shown in the Policy, the increase factor will be
calculated as the lesser of: (1) the Net Investment Factor of the Investment
Subdivision for the valuation period, minus one, or (2) a factor for the
valuation period equivalent to an effective annual rate of 6%. Currently, these
subdivisions include the Money Market Investment Subdivisions. With respect to
amounts invested in the Guarantee Account, item (1) above is replaced with a
factor for the valuation period equivalent to the credited rate(s) that applies
to such amount.

After the anniversary on which the Annuitant attains age 80, the increase
factor will be zero.

There will be a charge made for each year that the rider is in effect for
expenses related to the Death Benefit available under the terms of the
Guaranteed Minimum Death Benefit rider. (See Annual Death Benefit Charge, p.
31.) The rider will remain in effect while the policy is in force and before
income payments begin, or until the policy anniversary following the date of
receipt of a written request to terminate the rider.

If the Annuitant was an Owner or if any Owner was not a natural person, the
Distribution Rules described above will apply. Thus, for example, if the
Distribution Rules apply, the entire interest in the Policy generally must be
distributed within 5 years of the Annuitant's death.

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.

<PAGE>

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 .003446% for each day in a Valuation Period. The
effective annual rate of this charge, which is compounded daily, is 1.25% of the
average daily net assets of Account 4. Of this amount, approximately .90% 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 1.25%
will never increase. Nevertheless, the mortality and expense risk charge (as
well as the Annual Death Benefit Charge described below) may be a source of
profit for Life of Virginia if proven 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.

Administrative Expense Charge. A charge will be deducted from each Investment
Subdivision to compensate Life of Virginia for certain administrative expenses
incurred in connection with the Policies. The charge will be deducted daily and
equals .000411% for each day in a Valuation Period. The effective annual rate
of this charge, which is compounded daily, is .15% of the average daily net
assets of Account 4.

Policy Maintenance Charge

A charge of $25 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 each
anniversary, and at surrender. Life of Virginia will waive this charge if the
Account Value exceeds $75,000 at the time the charge is due. 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, full or 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. Once a Policy is issued, the amount
of the Policy Maintenance Charge is guaranteed for the life of the Policy.

The annual Policy Maintenance Charge 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 time the charge is made. Other allocations methods may be
available upon request.

Annual Death Benefit Charge

There will be a charge made each year for expenses related to the Death
Benefit available under the terms of the Guaranteed Minimum Death Benefit rider.
Life of Virginia deducts this charge through the cancellation of accumulation
units at each anniversary and at surrender to compensate it for the increased
risks associated with providing the enhanced death benefit. The charge at full
surrender will be a pro-rata portion of the annual charge. Life of Virginia
guarantees that this charge will never exceed an annual rate of .35% of the
prior year's average Guaranteed Minimum Death Benefit.

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 surrender charge (also referred to as a contingent deferred sales
charge) is imposed on full and certain partial surrenders.

<PAGE>

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 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 the
charge, followed by a more technical explanation of how the charge is
calculated.

Surrender Charge (Withdrawal Charge). Surrender charges (also referred to as
a contingent deferred sales charge) will be imposed on full and partial
surrenders that occur within seven years of any Premium Payments. Surrender
charges are made to cover certain expenses relating to the sale of the Policy,
including commissions to registered representatives and other promotional
expenses. (In the Policy, the "surrender charge" is referred to as the
"withdrawal charge.") Surrender charges also apply to proceeds received upon
maturity if the Maturity Date occurs within seven years of receipt of a Premium
Payment.

Surrender charges are deducted from the amount surrendered. All or part of
the amount surrendered may be subject to charge. Any amount subject to charge
is considered a surrender of Premium Payments. Surrender charges are determined
using the assumption that Premium Payments are surrendered on a first-in
first-out basis, up to the amount surrendered. For each such Premium Payment,
the charge is a percentage of the Premium Payment (or portion thereof)
surrendered. The charge is calculated separately for each Premium Payment at
the time it is surrendered, as specified in the table below.

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

After all Premium Payments have been surrendered, any remaining Account Value
may be surrendered. Surrender charges do not apply after all Premium Payments
have been surrendered.

Reduced Charges on Certain Surrenders. No surrender charge applies to the
first surrender of the policy year, if the amount surrendered is not more than
10% of the Account Value at the end of the Valuation Period during which the
surrender request is received. If the first surrender of the policy year is a
full surrender, or a partial surrender of more than 10% of the Account Value, no
surrender charge will apply to a portion of the amount surrendered equal to 10%
of the Account Value. Any remaining portion of the amount surrendered may be
subject to surrender charges, as described above. The amount subject to charge
will not exceed the amount surrendered.

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 page 36.).

<PAGE>

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:

An 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

An Annuitant was age 80 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.

For purposes of this provision, Annuitant means either the Annuitant, Joint
Annuitant or Final Annuitant, whichever is applicable.

The waiver of surrender charges in the event of hospital or nursing facility
confinement may not be available in all states or all markets.

Transfer Charges

The Owner 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 during that calendar month, 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.

Governmental Charges

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 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.

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.

<PAGE>

Reduction of Charges for Group Sales

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 charge 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
Owner 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 this charge will not be unfairly discriminatory against any
person including the affected owners and all other owners of Policies.
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 Annuitant(s) for a
guaranteed minimum period beginning on the Maturity Date. 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
(automatic payment plan), using the sex and settlement age of the Annuitant(s),
unless another election is made by the Owner.

Under the Life Income with 10 Years Certain plan, income payments will
continue for the lifetimes of the Annuitant and any Joint Annuitant. If the
Annuitant and any Joint Annuitant die 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.

Unless a different date is chosen on the application for the Policy, the
Maturity Date is the Policy anniversary that the Annuitant reaches age 90. The
Owner may change the Maturity Date to any date at least 10 years after the date
of the most recent premium payment by sending Life of Virginia written notice
before the Maturity Date then in effect.

Prior to the Maturity Date, you, the Owner, may elect, by written notice to
the Home Office, to change the payment plan. If you do choose a different plan,
the amount of the income payment will reflect the plan chosen. You may elect to
receive the Surrender Value in a lump sum instead of receiving income payments.
If the Surrender Value is paid, there will be no further obligation under this
policy.

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 initial Monthly Income Benefit under the automatic payment plan will be
calculated by multiplying (a) times (b) divided by (c) where: (a) is the
monthly payment per $1,000, shown under the optional payment plans for Life
Income with 10 Years Certain (Joint Life and Survivor Income for Joint
Annuitants), using the sex(es) and settlement age(s) of the Annuitant(s), on the
Maturity Date; (b) is the Surrender Value on the Maturity Date less any premium
taxes paid by Life of Virginia that were not recouped previously by a premium
tax charge; and (c) is $1,000. (see Optional Payment Plans for information
about subsequent variable income payments.)

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

If at the time Income Payments begin, the Owner 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. Also, in some
other circumstances, Life of Virginia may withhold taxes. (See Direct Rollover
and Mandatory Withholding Requirements, p. 43, and Federal Income Tax
Withholding, p. 43.) 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. 33.)

Optional Payment Plans

Proceeds payable on the Maturity Date will be paid as described in the Monthly
Income Benefit section. Death and surrender proceeds will be paid in one sum.
Subject to the rules stated below, and to the death benefit and distribution
rules stated above, however, any part of death or surrender proceeds can be left
with us and paid under a payment plan. (For the tax treatment of surrender
proceeds and death benefits, see Taxation of Partial and Full Surrenders, p. 39,
and Taxation of Death Benefit Proceeds, p. 40.) Any proceeds left with us will
be applied to calculate the amount of the income. During the Annuitant's life,
a payment plan may be chosen. If a Beneficiary is changed, then the payment plan
selection is no longer in effect unless a request to continue it is made. The
Designated Beneficiary can choose a plan at the death of the Annuitant if one
has not been chosen.

<PAGE>

Optional payment plans can provide either Fixed Income Payments or Variable
Income Payments as selected by the Owner 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.

The effect of choosing a Fixed Income Payment is that the minimum 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. Minimum 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 Owner 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 Owner, (or the Designated Beneficiary) elects to receive Variable
Income Payments under the applicable optional payment (Plan 1 or Plan 5), the
proceeds may be allocated among up to seven Investment Subdivisions. The first
Variable Income Payment is determined by the optional payment plan 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. 25.) 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 subsequent payments, the Income Payment amount for an Investment Subdivision
is the number of Annuity Units for that Investment Subdivision times the Annuity
Unit Value for that Investment Subdivision seven days before the 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 -- Net Investment Factor,
p. 3.); (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 we receive proof of
death, 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, if any payment made more frequently
than annually would be or becomes less than $100, Life of Virginia reserves the
right to reduce the frequency of payments to an interval that would result in
each payment being at least $100. If the annual payment payable is less than
$20, Life of Virginia will pay the Surrender Value in a lump sum. Upon making
such a payment, Life of Virginia will have no future obligation under the
Policy.

The fixed income options are shown below. Variable income options, if
applicable, have the same initial payment as the corresponding fixed option.

Plan 1 -- Life Income with Period Certain. 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.

<PAGE>

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.

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 an Owner
being considered, under the standard of those rulings, the owner of the assets
of Account 4. To ascertain the tax treatment of its Owners, 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 Owners, 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 Owner 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 an Owner 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, an Owner might retroactively be
determined to be the owner of the assets of Account 4.

An Owner 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. The following discussion applies to Policies owned by natural persons.

In addition, 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 the Account Value.

Taxation of Partial and Full Surrenders. A distribution is made from a
Non-Qualified Policy upon a 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.

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) 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 Optional 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.

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.

<PAGE>

Taxation of Systematic Withdrawals. In the case of Systematic
Withdrawals, described on page 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
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. 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 and Loans. 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 Owner 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.

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.

<PAGE>

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. Life of Virginia plans to ask the Service to approve
use of the Policy, as to form, as an IRA policy, but there is no assurance
that such approval will be granted.

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. 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 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 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. Life of
Virginia plans to ask the Service to approve use of the Policy, as to form,
as an IRA Policy, but there is no assurance that such approval will be
granted.

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 Owner 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.

<PAGE>

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 policy 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, or (4)
after separation from service after attainment of age 55.

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.

<PAGE>

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 all 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 a 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
received from the Policy. Unlike withholding on certain other amounts
distributed from the Policy, discussed below, the recipient cannot 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, the plan participant elects
to have it directly transferred to certain qualified retirement plans.
Prior to receiving an eligible rollover distribution, the plan participant
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 Owner 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 Owner or Joint Owners are designated in the application. (Joint
Owners own the Policy equally with the right of survivorship.) The Owner
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. 28.). All Owners who are natural persons must be
Annuitants. If any Annuitant dies while this policy is in force and before
income payments begin, 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. The Designated Beneficiary will be
the first person named as follows who is alive or in existence on the date
of the death of an Annuitant: Final Annuitant, Primary Beneficiary(ies),
Contingent Beneficiary(ies), and if no one else is alive, the estate of the
sole Annuitant (if no Joint Annuitant was named) or of the Final Annuitant.

The Designated Beneficiary, for purposes of the required distribution
rules of Section 72(s) of the Code, will receive the required distribution
if the Owner dies prior to the Maturity Date. The required distribution is
more fully described in Death Provisions, p. 28.

The Annuitant

The Annuitant is the person designated to receive the Monthly Income
Benefit beginning on the Maturity Date. He/she is named in the
application. The Annuitant's age and sex are used to determine the amount
of the guaranteed monthly income payment.

The Beneficiary

One or more Primary and Contingent Beneficiary(ies) may be designated by
the Owner 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

If any Owner is a trust, such trust can be changed at any time until the
death of an Annuitant, if this right was reserved. The new Owner must also
be a trust for the benefit of the same Annuitant and the same Joint
Annuitant, if any. Also, until the death of an Annuitant, the Owner can
change the Beneficiary, if this right was reserved. Except as just
described, neither the Owner nor the Beneficiary can be changed. In
addition, no changes in the Annuitant or Joint Annuitant are permitted.

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 Owner.
The change will be subject to any payment made before the change is
recorded by Life of Virginia.

Payment under the Policies

Life of Virginia will usually pay any amounts payable as a result of a
full 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 a full or 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 Owners; 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 Owner makes a full 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)

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.

<PAGE>

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 is a wholly-owned subsidiary of
Combined Insurance Company of America as is Life of Virginia. 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.

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 Owner 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 Owner has the right to instruct will be
determined for a 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 Owner 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 and other variable annuity policies supported by Account 4, 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.

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
Other Investment Subdivisions . . . . . . . . . . . . . . . . . . . 5
Federal Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . 7
Taxation of Life of Virginia . . . . . . . . . . . . . . . . . . . 7
IRS Required Distributions . . . . . . . . . . . . . . . . . . . . 7
General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . 8
Using the Policies as Collateral . . . . . . . . . . . . . . . . . 8
Non-Participating . . . . . . . . . . . . . . . . . . . . . . . . . 8
Evidence of Death, Age, Sex or Survival . . . . . . . . . . . . . . 8
Misstatement of Age or Sex . . . . . . . . . . . . . . . . . . . . 8
Incontestability . . . . . . . . . . . . . . . . . . . . . . . . . 8
Annual Statement . . . . . . . . . . . . . . . . . . . . . . . . . 8
Written Notice . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Distribution of the Policies . . . . . . . . . . . . . . . . . . . . 9
Legal Developments Regarding Employment-Related Benefit Plans . . . . 9
Safekeeping of the Assets of Separate Account 4 . . . . . . . . . . . 9
Additions, Deletions, or Substitutions . . . . . . . . . . . . . . . 9
State Regulation of Life of Virginia . . . . . . . . . . . . . . . . 10
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 10

<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 Owner may allocate premium payments to the Guarantee Account or
transfer amounts between the Guarantee Account and the Investment
Subdivisions of Separate 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 and the Annual
Death Benefit Charge, if applicable, 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 charges
are deducted, the excess of these charges 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 Guarantee
Account in the same manner in which these charges apply to account values
allocated to the Separate Account.

Transfers

The Owner may transfer amounts between the Guarantee Account and the
Investment Subdivisions of Account 4. Transfers will be effective on the
date the Owner's transfer request is received by Life of Virginia. 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. Life of Virginia may limit the
amount which may be transferred, but that amount will not be limited to
less than 25% of that particular allocation of the Guarantee Account,
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.

<PAGE>

Surrenders

Surrenders may be made from the Guarantee Account in addition to the
Separate Account, (see Distributions Under the Policy, p. 27.). If a
partial surrender is requested, the Owner 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.

<PAGE>

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 P1142 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)

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

EXAMPLES

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

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

International Equity Portfolio $88.74 $150.93 $225.25 $372.49
Real Estate Securities Portfolio 86.38 143.91 213.74 349.24

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

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

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

International Equity Portfolio $85.38 $140.48 $207.36 $331.78
Real Estate Securities Portfolio 83.03 133.43 195.45 308.01

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

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

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

LIFE OF VIRGINIA SEPARATE ACCOUNT 4
POLICY FORM P1142 4/94

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 19 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 Examples 1 and 2 on pages 10 and 11 of the prospectus:

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

</TABLE>
<TABLE>
<CAPTION>

<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
Janus Aspen Series
Balanced Portfolio $89.40 $152.88 $228.45 $378.88
Flexible Income Portfolio 84.03 136.83 202.09 325.35

The Alger American Fund
Small Capitalization Portfolio 83.65 135.70 200.15 321.47
Growth Portfolio 82.70 132.85 195.18 311.69

</TABLE>

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

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 34.55 105.75 179.88 378.88
Flexible Income Portfolio 28.87 88.90 152.13 325.35

The Alger American Fund
Small Capitalization Portfolio 28.47 87.71 150.15 321.47
Growth Portfolio 27.47 84.72 145.18 311.69

</TABLE>

The following is added to Examples 1 and 2 on page 12 and 13 of the
prospectus:

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

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

<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
Janus Aspen Series
Balanced Portfolio $86.04 $142.45 $210.59 $338.32
Flexible Income Portfolio 80.66 126.31 183.05 283.59

The Alger American Fund
Small Capitalization Portfolio 80.28 125.17 181.05 279.62
Growth Portfolio 79.34 122.31 176.04 269.62

</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 31.00 94.79 161.08 338.32
Flexible Income Portfolio 25.31 77.85 133.05 283.59

The Alger American Fund
Small Capitalization Portfolio 24.91 76.65 131.05 279.62
Growth Portfolio 23.91 73.65 126.04 269.62

</TABLE>

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

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 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.

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 P1142 4/94

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
Other Investment Subdivisions . . . . . . . . . . . . . . . . . 5

Federal Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . 7
Taxation of Life of Virginia . . . . . . . . . . . . . . . . . . 7
IRS Required Distributions . . . . . . . . . . . . . . . . . . . 7

General Provisions . . . . . . . . . . . . . . . . . . . . . . . . 8
Using the Policies as Collateral . . . . . . . . . . . . . . . . 8
Non-Participating . . . . . . . . . . . . . . . . . . . . . . . . 8
Evidence of Death, Age, Sex or Survival . . . . . . . . . . . . . 8
Misstatement of Age or Sex . . . . . . . . . . . . . . . . . . . 8
Incontestability . . . . . . . . . . . . . . . . . . . . . . . . 8
Annual Statement . . . . . . . . . . . . . . . . . . . . . . . . 8
Written Notice . . . . . . . . . . . . . . . . . . . . . . . . . 8

Distribution of the Policies . . . . . . . . . . . . . . . . . . . 9

Legal Developments Regarding Employment-Related Benefit Plans . . . 9

Safekeeping of the Assets of Separate Account 4 . . . . . . . . . . 9

Additions, Deletions, or Substitutions of Investments . . . . . . . 9

State Regulation of Life of Virginia . . . . . . . . . . . . . . 10

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Financial Statements . . . . . . . . . . . . . . . . . . . . . . 10

<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 Life of Virginia Series Fund, Inc.).

THE POLICIES

Transfer of Annuity Units

Upon the Owner'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.

If the number of Annuity Units remaining in an Investment Subdivision
after the transfer is less than 1, Life of Virginia will transfer the
amount remaining in addition to the amount requested. Life of Virginia
will not transfer into any Investment Subdivision unless the number of
Annuity Units of that Investment Subdivision after the transfer is at least
1. The amount of the Income Payment as of the date of the transfer will
not be affected by the transfer.

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 .003857% for each day in the Valuation Period.
This corresponds to 1.25% and 0.15% per year of the net assets of that
Investment Subdivision for mortality and expense risks, and for
administrative expenses, respectively.

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.

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, administrative expense charge, annual death benefit 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.
For the class of policies issued with a Guaranteed Minimum Death Benefit
rider, an average per unit death benefit charge is also included. 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 4.09%
Oppenheimer Variable Account Funds 2.37%
Life of Virginia Series Fund 4.86%

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 4.17%
Oppenheimer Variable Account Funds 2.39%
Life of Virginia Series Fund 4.98%

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 seven
years prior to a full or partial surrender, or charges for the Guaranteed
Minimum Death Benefit rider.

Other Investment Subdivisions

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, including 1 year, 5 years, and 10
years, or from inception if any of those periods are not available.

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.

For periods that begin before the Policy was available, performance will
be based on the performance of the underlying portfolios, with the level of
Account 4 and policy charges currently in effect.

Average annual total return will be calculated using Investment
Subdivision unit values and deductions for the policy maintenance charge,
annual death benefit 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, the
administrative expense charge, and the mortality and expense risk
charge).

2. The policy maintenance charge is $25 per year, deducted at the
beginning of each Policy Year after the first. 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.

3. 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 seven years or less will therefore reflect the
deduction of a surrender charge.

4. Total return does not consider charges for the Guaranteed Minimum
Death Benefit rider.

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).

Total Return for the Investment Subdivisions is as follows:

<TABLE>
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 -8.25% 11.70% 8.59%
Equity-Income -0.23% 8.14% 10.02%
Overseas -5.20% 3.34% 6.53%
Growth -6.83% 8.50% 11.43%

VIPF II
Asset Manager -12.49% 8.36% 8.04%
Contrafund N/A N/A N/A

Janus Aspen Series
Growth -4.24% N/A -1.08%
Aggressive Growth 8.59% N/A 21.33%
Worldwide Growth -5.38% N/A 9.49%

LOV Series Fund
Total Return -4.38% 6.58% 8.59%
Common Stock Index -6.84% 6.05% 9.17%
Government Securities -11.72% 4.10% 5.27%
International Equity N/A N/A N/A
Real Estate Securities N/A N/A N/A

Neuberger & Berman Advisers Management Trust
Balanced -9.94% 4.38% 3.81%
Limited Maturity Bond -6.96% N/A 0.90%
Growth -11.46% N/A 1.21%

Oppenheimer Variable Account Funds
Multiple Strategies -8.63% 4.97% 7.37%
Capital Appreciation -13.89% 9.46% 11.41%
Growth -5.91% 4.99% 8.62%
High Income -9.77% 12.78% 11.08%
Bond -8.62% 6.04% 6.89%

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

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 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. Such quotations will be accompanied by a
description of how they were calculated.

Life of Virginia may also disclose yield, standard total return, and non-
standard 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.

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 Owner 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
Owner's death; and (b) if any Owner dies prior to the Maturity Date, the
entire interest in the Policy will be distributed (1) within five years
after the date of that Owner's death, or (2) as Income Payments which will
begin within one year of that Owner's death and which will be made over the
life of the Owner's "designated beneficiary" or over a period not extending
beyond the life expectancy of that beneficiary. The "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 Annuitant.
However, if the "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 Owner is not an individual, the death of the Annuitant will be
treated as the death of an Owner 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. These
provisions apply on the death of any Annuitant, which should satisfy the
requirements of section 72(s) under these Policies since, in all
circumstances any individual Owners are Annuitants. 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.

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. An Owner'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 Owner 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 an Annuitant's age or sex was misstated in the application, any policy
benefits or proceeds, or availability thereof, will be determined using the
correct age and sex.

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.

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 an Owner'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 Owners.

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 Owners 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 Owners or
other persons who have voting rights as to Account 4.

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.

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
MONEY BOND APPRECIATION GROWTH HIGH INCOME
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO

<S> <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)
Receivable from affiliate (NOTE 3) 24,869 - - - -
Deposits in process - 4,428 - 467 -
8,171,974 15,826,231 59,810,273 13,418,724 25,143,245

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

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

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

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

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

Net asset value per unit: Type II $ 13.41 $ 15.90 $ 20.90 $ 17.67 $ 20.49

</TABLE>

MULTIPLE
STRATEGIES
PORTFOLIO

[C]

$30,395,484
-
17,097
30,412,581

27,907
-
27,907

$30,384,674

1,797,950

$ 16.66

26,302

$ 16.38

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,
the Aggressive Growth Portfolio, and the Worldwide Growth
Portfolio of the Janus Aspen Series. 4/

(1)(g) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of twenty-two (22) additional subdivisions of
Separate Account 4, investing in shares of Money Market
Portfolio, High Income Portfolio, Equity-Income Portfolio, Growth
Portfolio and Overseas Portfolio of the Fidelity Variable
Insurance Products Fund; Asset Manager Portfolio of the Fidelity
Variable Insurance Products Fund II; Money Market Portfolio,
Government Securities Portfolio, Common Stock Index Portfolio,
Total Return Portfolio of the Life of Virginia Series Fund, Inc.;
Limited Maturity Bond Portfolio, Growth Portfolio and Balanced
Portfolio of the Neuberger & Berman Advisers Management Trust;
Growth Portfolio, Aggressive Growth Portfolio, and Worldwide
Growth Portfolio of the Janus Aspen Series; Money Fund, High
Income Fund, Bond Fund, Capital Appreciation Fund, Growth Fund,
Multiple Strategies Fund of the Oppenheimer Variable Account
Funds. 4/

(1)(h) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of three additional investment subdivisions of
Separate Account 4, investing in shares of the Utility Fund and
Corporate Bond Fund of the Insurance Management Series, and the
Contrafund Portfolio of the Variable Insurance Products Fund II.
6/

(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 International
Equity Portfolio and the Real Estate Securities Portfolio of Life
of Virginia Series Fund. 7/

(1)(j) 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/

(4)(a) Form of Policy.
(i) Home Office version 4/
(ii) Field version 4/
(b) Endorsements to Policy.
(i) IRA Endorsement 1/
(ii) Pension Endorsement 1/
(iii) Section 403(b) Endorsement 1/
(iv) Guaranteed Minimum Death Benefit Rider 5/

(5)(a) Form of Application. 4/

(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 The
Life Insurance Company of Virginia. 4/

(g) Participation Agreement between Insurance Management Series,
Federated Securities Corp., and The Life Insurance Company of
Virginia. 6/

(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.

(11) Not Applicable.

(12) Not Applicable.

(13) Schedule showing computation for Performance Data 5/

(14) Power of Attorney 3/

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 10
to the Registrant's registration statement on Form N-4, File No. 33-
17428, filed with the Securities and Exchange Commission on April 29,
1993.

4/ Incorporated herein by reference to initial Registration Statement on
Form N-4, File No. 33-76336, filed with the Securities and Exchange
Commission on March 11, 1994.

5/ Incorporated herein by reference to pre-effective amendment number 1 to
the Registrant's registration statement on Form N-4, File No. 33-76336,
filed with the Securities and Exchange Commission on April 14, 1994.

6/ Incorporated herein by reference to post-effective amendment number 1
to the Registrant's registration statement on Form N-4, File No. 33-
76336, filed with the Securities and Exchange Commission on January 3,
1995.

7/ Incorporated herein by reference to post-effective amendment number 2
to the Registrant's registration statement on Form N-4, File No. 33-
76336, filed with the Securities and Exchange Commission on April 28,
1995.

Item 25. Directors and Officers of Life of Virginia

<TABLE>

Name and Principal Positions and Offices
Business Address* with Depositor
<S> <C>

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

</TABLE>

* 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 470 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 attorney's 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, has duly
caused this 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 registration statement has
been signed below by the following persons in the capacities and on the
dates indicated.

<TABLE>
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 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

</TABLE>

* By _______________________________, pursuant to Power of Attorney
executed on February 10, 1992 and ** February 23, 1993.

<PAGE>

EXHIBIT LIST
Page

1(j) 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

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:

<TABLE>
<CAPTION>
<S> <C>
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
</TABLE>

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

September 28, 1995

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

Gentlemen:

With reference to Post-Effective Amendment No. 3 on Form N-4 for policy
form P1142 4/94 (File Number 33-76336), 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. 3 to the Registration Statement (File Number 33-
76336) on Form N-4 for policy for P1142 4/94.

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 #3 to the Registration Statement (File Number 33-76336) on Form
N-4 for policy for P1142 4/94, 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

[SUTHERLAND, ASBILL & BRENNAN LETTERHEAD]

September 26, 1995

The Life Insurance Company of Virginia
6610 West Broad Street
Richmond, Virginia 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. 3 to the Registration Statement on Form N-4
(File No. 33-76336) 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. 3 to the Registration Statement under the Securities
Act of 1933 (Form N-4 No. 33-76336) 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