LIFE OF VIRGINIA SEPARATE ACCOUNT 4, 497, 1995-07-11

LIFE OF VIRGINIA SEPARATE ACCOUNT 4
497, 1995-07-11

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

Life of Virginia Separate Account 4

Form P1143 4/94

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

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

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

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

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

EXAMPLES

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

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

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

International Equity Portfolio $88.74 $160.37 $215.51 $372.49

Real Estate Securities Portfolio 86.38 153.42 203.87 349.24

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

International Equity Portfolio $33.85 $103.70 $176.52 $372.49
Real Estate Securities Portfolio 31.36 96.33 164.40 349.24

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

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

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

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

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

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

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

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.

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

<PAGE>

LIFE OF VIRGINIA SEPARATE ACCOUNT 4

PROSPECTUS FOR THE
FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY POLICY
FORM P1143 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>
<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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Surrender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Death Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Restrictions on Distributions from Certain Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Charges and Deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Charges Against Account 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Policy Maintenance Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Sales Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Transfer Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Premium Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Other Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Other Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Reduction of Charges for Group Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Income Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Monthly Income Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Determination of Monthly Income Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Optional Payment Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Federal Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Non-Qualified Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Qualified Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
IRA Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Simplified Employee Pension Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 403(b) Annuities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Other Qualified Retirement Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Legal and Tax Advice for Qualified Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Federal Income Tax Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

<PAGE>
TABLE OF CONTENTS (Cont.)
General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
The Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
The Annuitant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
The Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Changes by the Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Joint Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Payment Under The Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Distribution of the Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Voting Rights and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Statement of Additional Information Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
</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.

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
Owner's, Joint Owner's or Annuitant's death and who will be treated as the
sole owner of the Policy following such a death.

DUE PROOF OF DEATH -- Proof of death that is satisfactory to Life of
Virginia. Such proof may consist of the following if acceptable to Life of
Virginia:

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

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

FUNDS -- The 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.

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

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

<PAGE>

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

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

MONTHLY INCOME BENEFIT -- The monthly amounts payable to the Owner
beginning on the Maturity Date if the Annuitant is still living.

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

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

OWNER -- The person or persons (in the case of Joint Owners) entitled to
receive Income Payments after the Maturity Date. The Owner is also
entitled to the ownership rights stated in the Policy during the lifetime
of the Annuitant. The original 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, a policy application, any supplemental
applications, and any endorsements.

POLICY DATE -- Generally, the first date on which the application, if
attached to the Policy, was signed or the initial premium was received and
accepted by Life of Virginia at its Home Office.

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 -- 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.
<PAGE>

FEE TABLE

<S> <C>
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%*
</TABLE>

* 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>

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

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)

<TABLE>
<CAPTION>
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>
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>
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
(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>

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.
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
33 and the Prospectuses for the underlying Funds which accompany this
Prospectus. In addition to the expenses listed above, premium taxes
varying from 0 to 3.5% may be applicable.

<PAGE>

The annual expenses listed for all the Funds are net of certain
reimbursements 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

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

<PAGE>

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

Variable Insurance Products Fund
Money Market Portfolio $77.06 $125.25 $154.09 $246.01
High Income Portfolio 81.28 138.23 177.69 296.81
Equity-Income Portfolio 80.05 134.53 171.14 283.72
Growth Portfolio 81.09 137.66 176.68 294.81
Overseas Portfolio 83.27 144.17 188.16 317.57

Variable Insurance Products Fund II
Asset Manager Portfolio 82.13 140.78 182.19 305.76
Contrafund Portfolio 82.98 143.32 186.67 314.63

Neuberger & Berman Advisers Management Trust
Balanced Portfolio 83.74 145.58 190.64 322.44
Growth Portfolio 83.17 143.89 187.67 316.59
Limited Maturity Bond Portfolio 81.47 138.80 178.69 298.81

Life of Virginia Series Fund, Inc.
Money Market Portfolio 78.49 129.53 161.70 261.34
Government Securities Portfolio 82.23 141.06 182.69 306.75
Common Stock Index Portfolio 81.66 139.36 179.69 300.80
Total Return Portfolio 81.85 139.93 180.69 302.79
International Equity Portfolio 91.08 167.26 226.99 395.10
Real Estate Securities Portfolio 88.74 160.37 215.51 372.49

Oppenheimer Variable Account Funds
Oppenheimer Money Fund 79.25 131.77 165.58 268.67
Oppenheimer High Income Fund 82.23 141.06 182.69 306.75
Oppenheimer Bond Fund 82.23 141.06 182.69 306.75
Oppenheimer Capital Appreciation Fund 82.13 140.78 182.19 305.76
Oppenheimer Multiple Strategies Fund 82.04 140.49 181.69 304.77
Oppenheimer Growth Fund 82.23 141.06 182.69 306.75

Janus Aspen Series
Growth Portfolio 82.89 143.04 186.18 313.65
Aggressive Growth Portfolio 84.50 147.82 194.46 330.18
Worldwide Growth Portfolio 85.73 151.47 200.59 342.62

Federated Insurance Management Series
Utility Fund 82.61 142.19 184.68 310.70
Corporate Bond Fund 82.13 140.78 182.19 305.76

</TABLE>

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

<PAGE>

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

Subdivision 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:

Subdivision Investing In: 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Variable Insurance Products Fund
Money Market Portfolio $73.73 $115.12 $135.93 $208.39
High Income Portfolio 77.92 127.77 158.47 254.42
Equity-Income Portfolio 76.68 124.05 151.86 241.04
Growth Portfolio 77.73 127.19 157.46 252.37
Overseas Portfolio 79.90 133.74 169.05 275.63

Variable Insurance Products Fund II
Asset Manager Portfolio 78.77 130.33 163.02 263.57
Contrafund Portfolio 79.62 132.89 167.55 272.63

Neuberger & Berman Advisers Management Trust
Balanced Portfolio 80.38 135.15 171.55 280.61
Growth Portfolio 79.81 133.46 168.55 274.63
Limited Maturity Bond Portfolio 78.11 128.33 159.48 256.46

Life of Virginia Series Fund, Inc.
Money Market Portfolio 75.16 119.46 143.67 224.32
Government Securities Portfolio 78.86 130.62 163.52 264.58
Common Stock Index Portfolio 78.30 128.91 160.49 258.49
Total Return Portfolio 78.48 129.47 161.50 260.53
International Equity Portfolio 87.73 156.96 209.02 354.90
Real Estate Securities Portfolio 85.38 150.04 197.43 331.78

Oppenheimer Variable Account Funds
Oppenheimer Money Fund 75.92 121.76 147.78 232.72
Oppenheimer High Income Fund 78.86 130.62 163.52 264.58
Oppenheimer Bond Fund 78.86 130.62 163.52 264.58
Oppenheimer Capital Appreciation Fund 78.77 130.33 163.02 263.57
Oppenheimer Multiple Strategies Fund 78.67 130.04 162.51 262.55
Oppenheimer Growth Fund 78.86 130.62 163.52 264.58

Janus Aspen Series
Growth Portfolio 79.52 132.61 167.04 271.63
Aggressive Growth Portfolio 81.13 137.42 175.54 288.52
Worldwide Growth Portfolio 82.36 141.08 181.99 301.24
Federated Insurance Management Series
Utility Fund 79.24 131.75 165.54 268.61
Corporate Bond Fund 78.77 130.33 163.02 263.57

</TABLE>

*Surrender includes annuitization over a period of less than 5 years.
<PAGE>
2. If you annuitize, or do not surrender* your Policy:

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

Variable Insurance Products Fund
Money Market Portfolio $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>

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

<PAGE>

The expense information regarding the Funds was provided by those Funds.
The Variable Insurance Products Fund, Variable Insurance Products Fund II,
Neuberger & Berman Advisers Management Trust, Oppenheimer Variable Account
Funds, Janus Aspen Series, and Insurance Management Series and their
investment advisors are not affiliated with Life of Virginia. While Life
of Virginia has no reason to doubt the accuracy of these figures provided
by these non-affiliated Funds, Life of Virginia 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 of 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 under Refund Privilege, 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

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

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 six years of any Premium Payments. If there
is a full surrender of the Policy during the first four years following a
Premium Payment, a maximum surrender charge equal to 6% of the amount
surrendered will be imposed. Thereafter, the charge decreases 2% per year,
so that no surrender charge , or portion thereof, is ever attributable to a
Premium Payment made more than six years prior to the date of a full
surrender.

Similarly, a surrender charge may be imposed on certain partial
surrenders where the Account Value surrendered is attributable to a Premium
Payment made within the last six years. The 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 premium taxes incurred. Any
applicable premium tax may be deducted from either the premium paid or from
proceeds (including benefits for surrender, maturity and death). (See
Premium Taxes, p. 34.)

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. 32.)

Income Payments

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

With respect to Monthly Income Benefits and any Income Payments derived
from death benefit or surrender value proceeds, the 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 Owner,
Joint Owner or Annuitant prior to the Maturity Date while the Policy is in
force. (See Distributions Under the Policy - Death Provisions, p. 29.)
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 (without reduction of any surrender charges). If state law
requires that Premium Payments be returned, the amount of the refund will
equal the greater of (1) the Account Value (without reduction 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
<S> <C> <C> <C>
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@ - - -
</TABLE>

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

<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

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.

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. One or more Investment Subdivisions
may also be eliminated if, in the sole discretion of Life of Virginia,
marketing, tax, or investment conditions warrant.

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, 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 apply through an authorized
registered agent. 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 a request for
a policy and acceptance of premium payments are subject to Life of
Virginia's rules, and Life of Virginia reserves the right to reject any
request for a policy and any 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 we are unable to issue a policy due to incomplete information
regarding the applicant, the initial Premium Payment will be credited to
the policy within two Valuation Periods after the later of receipt of the
information needed to issue the policy 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, 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 required information 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 first date on which the application was
signed or the initial Premium Payment was received and accepted by Life of
Virginia at its Home Office and is set forth in the Policy.

"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 date of
receipt of the Additional Premium Payment by Life of Virginia at its Home
Office. (See Sales Charges, p. 32.)

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 the Life of Virginia Series Fund, Inc. The Premium
Payments will remain in that subdivision until the earlier of 15 calendar
days from the date the initial 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
the 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 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. 21) 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.

<PAGE>

DISTRIBUTIONS UNDER THE POLICY

Surrender

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.

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. 32 and
Policy Maintenance Charge, p. 32.) The Surrender Value may be paid in a
lump sum or under one of the optional payment plans specified in the
Policy. (See Optional Payment Plans, p. 35.) Proceeds will generally be
paid within seven days of receipt of a request for a surrender.
Postponement of payments may occur in certain circumstances. (See Payment
Under the Policies, p. 45.)

Upon partial surrender, the 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.)

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. 33.).

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

<PAGE>

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 p. 40.

Death Provisions

Prior to the Maturity Date, if an Owner, Joint Owner, or Annuitant dies
while the Policy is in force, the Designated Beneficiary will be treated as
the sole owner of the Policy, subject to the distribution rules set forth
below. A death benefit may be payable to the Designated Beneficiary upon
receipt by Life of Virginia of Due Proof of Death as described below. The
Designated Beneficiary is determined by identifying the first person named
in the following list who is alive or in existence on the date of death:

(1) Owner
(2) Joint Owner
(3) Beneficiary
(4) Contingent Beneficiary
(5) Owner's estate

If Joint Owners both survive, they become the Designated Beneficiary
together. In such cases, for purposes of the Distribution Rules discussed
below, each Designated Beneficiary will be treated separately with respect
to each Designated Beneficiary's portion of the Policy.

Even if the Designated Beneficiary is treated as the sole owner of this
Policy, the death of the Designated Beneficiary will not be treated as the
death of an Owner for purposes of the death benefit provisions below, nor
will such death increase the time during which any required distributions
from the Policy may be made.

After the Maturity Date (including after income payments begin), if an
Owner, Joint Owner, Annuitant, or Designated Beneficiary dies while the
Policy is in force, payments that are already being 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 at Death of Annuitant. If the Annuitant was age
80 or younger on the Policy Date, and dies prior to the Maturity Date while
the Policy is in force, the Designated Beneficiary may elect an optional
Death Benefit within 90 days of the date of such 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 these death benefit provisions.
The Designated Beneficiary will have a period of 90 days following the date
of the Annuitant's death to make such an election.) If this Death Benefit
is paid, the Policy will terminate, and Life of Virginia will have no
further obligation under the Policy.

<PAGE>

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

If the request for payment of the Death Benefit occurs more than 90 days
after the Annuitant's death, and/or if the deceased Annuitant was age 81 or
older on the Policy Date, the Surrender Value will be payable instead of
the Death Benefit.

Elective Guaranteed Minimum Death Benefit Rider. If an Annuitant dies
prior to the Maturity Date while the Guaranteed Minimum Death Benefit Rider
is in effect, the Designated Beneficiary may elect the Death Benefit
described below within 90 days of the date of such death. If this Death
Benefit is paid, the Policy will terminate, and Life of Virginia 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 under the Guaranteed Minimum Death Benefit Rider will
be the greater of: (1) the optional Death Benefit described above under
"Optional Death Benefit at Death of Annuitant," and (2) the greater of (A)
the Guaranteed Minimum Death Benefit, and (B) 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 the 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 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 for the
Valuation Period, minus one, and (2) a factor for the Valuation Period
equivalent to an effective annual rate of 6%. Currently, these
subdivisions include only 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) applicable to such amounts.

If the Guaranteed Minimum Death Benefit Rider has been elected, it is
effective on the Policy Date and 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 the Owner's request to terminate the
rider. 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. (See Annual Death Benefit Charge, p. 32).

Distribution Rules. The Code requires that if an 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.

The following Distribution Rules are designed to comply with these Code
requirements, and are applicable upon the death of an Owner or Joint Owner,
including the death of an Annuitant who is also an Owner. These
Distribution Rules will not apply upon the death of an Annuitant, if the
Annuitant was not also an Owner of the Policy, all Owners of the Policy are
natural persons, and a Contingent Annuitant survives. Even if no
Contingent Annuitant is alive on the death of the Annuitant, if the Owner
is a natural person, that Owner will be the Contingent Annuitant.
Therefore, on the death of the Annuitant, the Distribution Rules apply only
if (1) the Annuitant was an Owner, or (2) any Owner was not a natural
person.

Prior to the Maturity Date, if the Designated Beneficiary is not the
surviving spouse of the deceased Owner, Joint Owner or Annuitant, then the
Surrender Value or the applicable Death Benefit will be paid in one lump
sum to, or for the benefit of, the Designated Beneficiary. Instead of
receiving a lump sum distribution, however, the Designated Beneficiary may
elect: (1) to receive the Surrender Value at any time during the five year
period following the death of the Owner, Joint Owner, or Annuitant by
partially or totally surrendering the Policy; or (2) to apply the entire
Surrender Value (or applicable Death Benefit) under optional payment plan 1
or 2 (described beginning on p. ), with the first payment to the
Designated Beneficiary being made within one year after the date of death
of the Owner, Joint Owner, or Annuitant, and with payments being made over
the life of the Designated Beneficiary or over a period not exceeding the
Designated Beneficiary's life expectancy.

<PAGE>

If the entire Surrender Value has not been paid to the Designated
Beneficiary by the end of this five year period following the date of death
of the Owner, Joint Owner, or Annuitant, and payments have not begun in
accordance with (2) above, then, in accordance with Code requirements and
(1) above, Life of Virginia will terminate the Policy at the end of that
five year period and will pay the Surrender Value to, or for the benefit
of, the Designated Beneficiary. After this, there will be no remaining
value in the Policy. 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.

Rather than the Distribution Rules described above, special rules apply
if the Designated Beneficiary is the surviving spouse of the deceased
Owner, Joint Owner, or Annuitant. In these cases, the surviving spouse may
continue the Policy as the Owner. In addition, that person will also
become the Annuitant if the deceased was the Annuitant, there is no
surviving Contingent Annuitant, and the Policy has not been surrendered for
one of the Death Benefits described above available upon the Annuitant's
death. On the surviving spouse's death, the entire interest in the Policy
will be paid within five years of such spouse's death to the Designated
Beneficiary named by the surviving spouse (and if no Designated Beneficiary
has been named, such payment will be made to the surviving spouse's
estate).

Restrictions on Distributions from Certain Policies

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

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

CHARGES AND DEDUCTIONS

Charges Against Account 4

Mortality and Expense Risk Charge. A charge will be deducted from each
Investment Subdivision to compensate Life of Virginia for certain mortality
and expense risks assumed in connection with the Policies. The charge will
be deducted daily and equals .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.

<PAGE>

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
allocation 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.

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.

<PAGE>

Surrender Charge. Surrender charges (also referred to as a contingent
deferred sales charge) will be imposed on full and partial surrenders that
occur within six 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.
Surrender charges also apply to proceeds received upon maturity if the
Maturity Date occurs within six 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.

<PAGE>

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 6%
3 6%
4 4%
5 2%
6 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 p. 35.).

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.

<PAGE>

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.

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 the 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 Owner beginning
on the Maturity Date if the Annuitant is still living. The Monthly Income
Benefit will be paid in the form of Variable Income Payments similar to
those described in Optional Payment Plan 1, Life Income with 10 Years
Certain (automatic payment plan), using the sex and settlement age of the
Annuitant instead of the payee, unless another election is made by the
Owner.

Under the Life Income with 10 Years Certain plan, if the Annuitant lives
longer than ten years, payments will continue for his or her life. If the
Annuitant dies before the end of ten years, the remaining payments for the
ten year period will be discounted at the same rate used to calculate the
monthly income. This discounted amount will be paid in one sum.

Unless a different date is requested, 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.

During the lifetime of the Annuitant and prior to the Maturity Date,
however, the Owner, or the Designated Beneficiary upon the Owner's death,
may elect by written notice to the Home Office, to receive proceeds in a
lump sum or under one of the optional payment plans described below. (If
the election is being made by the Designated Beneficiary, only available
plans may be chosen.

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

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

Determination of Monthly Income Benefits

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

The initial Monthly Income Benefit under the automatic payment plan will
be calculated by multiplying (a) times (b) 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, using the sex and settlement age of the
Annuitant instead of the payee, on the Maturity Date; (b) is the Maturity
Value 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.)

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. 34.)

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, the Owner may choose a payment
plan. 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 the Policy's partial or full surrender. Any
amount so distributed upon a partial surrender is includible in income to
the extent that the Account Value immediately before the partial surrender
exceeds the "investment in the contract" at that time. The amount
distributed upon a full surrender is includible in income to the extent
that the Policy's Surrender Value exceeds the investment in the contract at
the time of surrender. For these purposes, the investment in the contract
at any time equals the total of the Premium Payments made for a Policy to
that time, less any amounts previously received from the Policy which were
not included in income.

If an Owner transfers a Policy without adequate consideration to a person
other than the Owner's spouse (or to a former spouse incident to divorce),
the Owner will be taxed on the difference between his or her Account Value
and the investment in the contract at the time of transfer. In such case,
the transferee's investment in the contract will be increased to reflect
the increase in the transferor's income.

In addition, the Policy provides a Death Benefit that in certain
circumstances may exceed the greater of the Premium Payments and the
Account Value. As described elsewhere in this Prospectus, Life of Virginia
imposes certain charges with respect to the Death Benefit. It is possible
that some portion of those charges could be treated for federal tax
purposes as a partial surrender of the Policy.

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

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

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

If amounts have become payable under the Policy (such as where the Owner
elects to surrender an amount, or where the Designated Beneficiary elects
to receive amounts payable under the Optional Death Benefit or the
Guaranteed Minimum Death Benefit and if the Distribution Rules (described
beginning on p. 29.) do not apply to such amount, the amount will be
treated as a partial or full surrender for federal income tax purposes if
applied under an optional payment plan later than 60 days after the time
when the amount became payable. Thus, if such an amount is applied under
an optional payment plan after the 60 day period, it will be treated as a
partial or full surrender, even though no amounts may have been distributed
from the Policy.

<PAGE>

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

Taxation of Systematic Withdrawals. In the case of Systematic
Withdrawals, described on 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
Owner, a Joint Owner, or the Annuitant. Such Death Benefit Proceeds are
includible in the income of the recipient as follows: (1) if distributed in
a lump sum, they are taxed in the same manner as a full surrender of the
Policy, as described above (substituting the Death Benefit Proceeds for the
Surrender Value), or (2) if distributed under an optional payment plan,
they are taxed in the same manner as annuity payments, as described above.

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

Assignments 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.
<PAGE>

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

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

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

IRA Policies generally may not provide life insurance coverage, but they
may provide a death benefit that equals the greater of the premiums paid
and the contract value. The Policy provides a Death Benefit that in
certain circumstances may exceed the greater of the Premium Payments and
the Account Value. 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 (as defined in the tax
law). In addition to the foregoing, failure to comply with a minimum
distribution requirement will result in the imposition of a penalty tax of
50 percent of the amount by which a minimum required distribution exceeds
the actual distribution from an IRA Policy. Under this requirement,
distributions of minimum amounts from an IRA Policy as specified in the tax
law must commence by April 1 of the calendar year following the calendar
year in which the Annuitant attains age 70-1/2, or when he retires,
whichever is later. Further, after 1988, such distributions generally must
begin by April 1 of the calendar year 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
the use of the Policy, as to form, as an IRA Policy, but there is no
assurance that such approval will be granted.
<PAGE>

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.

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

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

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

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

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

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

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.

<PAGE>

Other Qualified Retirement Plans

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

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

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

Legal and Tax Advice for Qualified Plans

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

Direct Rollover and Mandatory Withholding Requirements

If 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 policy. (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. 29). If the Owner dies before the Annuitant, the Designated
Beneficiary will become the sole owner of the Policy following such a
death, subject to the distribution rules in the Policy's death provisions.
If the Owner does not name a Joint Owner or a Primary Beneficiary or
Contingent Beneficiary, or if a Joint Owner or Primary Beneficiary or
Contingent Beneficiary is not living (or in existence for purposes of non-
natural designations) at the Owner's death, ownership will pass to the
Owner's estate. 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. 29.

The Annuitant

The Policy names the Owner or someone else as the Annuitant. A
Contingent Annuitant also may be named. If no Contingent Annuitant has
been named, the Owner shall be treated as the Contingent Annuitant at the
death of the Annuitant. Life of Virginia reserves the right to restrict
the election of the Contingent Annuitant to conform to its administrative
procedures and within the restrictions of federal and state law. At the
death of the Annuitant prior to the Maturity Date, the Contingent
Annuitant, if any, may become the Annuitant in certain circumstances (see
Death Provisions, p. 29).

The Beneficiary

One or more Primary and Contingent Beneficiary(ies) may be designated by
the Owner in an application or in a written request. If changed, the
Primary Beneficiary or Contingent Beneficiary is as shown in the latest
change filed with Life of Virginia.

Changes By the Owner

Prior to the Maturity Date and during the Annuitant's life, the Owner or
Joint Owner may be changed by written request to the Home Office if this
right is reserved. Such changes may give rise to taxable income and a 10%
penalty tax. (See Taxation of Partial and Full Surrenders, p. 39.) The
Primary Beneficiary, Contingent Beneficiary and Contingent Annuitant may
also be changed if this right is reserved.

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.

Joint Policy

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

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

Payment under the Policies

Life of Virginia will usually pay any amounts payable as a result of 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 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, p. 38.)

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

DISTRIBUTION OF THE POLICIES

The Policies will be sold by individuals who, in addition to being
licensed to sell variable annuity policies for Life of Virginia, are also
registered representatives of Forth Financial Securities Corporation, the
principal underwriter of the Policies, or of broker-dealers who have
entered into written sales agreements with the principal underwriter.
Forth Financial Securities Corporation 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.

<PAGE>

VOTING RIGHTS AND REPORTS

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

Before Income Payments begin, the 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.

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

Page

The Life Insurance Company of Virginia . . . . . . . . . . . . . . 3
The Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Transfer of Annuity Units . . . . . . . . . . . . . . . . . . . . 3
Net Investment Factor . . . . . . . . . . . . . . . . . . . . . . 3
Termination of Participation Agreements . . . . . . . . . . . . . . 4
Calculation of Performance Data . . . . . . . . . . . . . . . . . . 4
Money Market Investment Subdivisions . . . . . . . . . . . . . . 4
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. 32.).

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. 28.). 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.

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