MONY LIFE INSURANCE COMPANY OF AMERICA, POS AM, 1999-03-01

MONY LIFE INSURANCE COMPANY OF AMERICA
POS AM, 1999-03-01
LIFE INSURANCE

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 1999

REGISTRATION NO. 333-65423
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

POST-EFFECTIVE AMENDMENT NO. 1
UNDER THE
SECURITIES ACT OF 1933

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MONY LIFE INSURANCE COMPANY
OF AMERICA
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
ARIZONA 6719
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER)
</TABLE>

86-0222062
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)

1740 BROADWAY,
NEW YORK, NEW YORK 10019
(PRINCIPAL EXECUTIVE OFFICES OF REGISTRANT) (ZIP CODE)

FREDERICK C. TEDESCHI, ESQ.
VICE PRESIDENT AND CHIEF COUNSEL, OPERATIONS

MONY LIFE INSURANCE COMPANY
1740 BROADWAY,
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 708-2000
(NAME, ADDRESS, ZIP CODE, TELEPHONE NUMBER OF AGENT FOR SERVICE)

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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: May 1, 1999

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X]

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MONY LIFE INSURANCE COMPANY OF AMERICA

CROSS REFERENCE SHEET
PURSUANT TO REGULATION S-K, ITEM 501(b)

<TABLE>
<CAPTION>
CAPTION IN FORM S-1
ITEM NO. AND CAPTION PROSPECTUS
- -------------------- ----------
<C> <S> <C>
1. Forepart of the Registration Statement and Outside Front
Cover of Prospectus....................................... Outside Front Cover
2. Inside Front and Outside Back Cover Pages of Prospectus..... Table of Contents
3. Summary Information, Risk Factors and Ratio of Earnings to
Fixed Charges............................................. Summary (Not applicable
with respect to ratio
of earnings to fixed
charges)
4. Use of Proceeds............................................. Investments
5. Determination of Offering Price............................. Not Applicable
6. Dilution.................................................... Not Applicable
7. Selling Security Holders.................................... Not Applicable
8. Plan of Distribution........................................ Variable Annuity
Contracts and the
Distribution of
Guaranteed Interest
Account with Market
Value Adjustment
9. Description of Securities to be Registered.................. Detailed Description of
the Guaranteed Interest
Account with Market
Value Adjustment
10. Interests of Named Experts and Counsel...................... Not Applicable
11. Information with Respect to Registrant...................... The Company
12. Disclosure of Commission Position on Indemnification for
Securities Act Liabilities................................ Not Applicable
</TABLE>
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PROSPECTUS

Dated May 1, 1999

Guaranteed Interest Account with Market Value Adjustment
under Flexible Payment Variable Annuity Contracts

Issued By

MONY Life Insurance Company of America

MONY Life Insurance Company of America issues the Guaranteed Interest Account
with Market Value Adjustment described in this prospectus. The Guaranteed
Interest Account with Market Value Adjustment is available only under certain
variable annuity contracts that we offer.

Among the many terms of the Guaranteed Interest Account with Market Value
Adjustment are:

- guaranteed interest to be credited for specific periods (referred to as
"Accumulation Periods")

- three (3), five (5), seven (7), and ten (10) year Accumulation Periods
are available.

- interest will be credited for the entire Accumulation Period on a daily
basis. Different rates apply to each Accumulation Period and are
determined by the Company from time to time in its sole discretion.

- A market value adjustment will be charged if part or all of the
Guaranteed Interest Account with Market Value Adjustment is surrendered
before the end of the Accumulation Period

THESE ARE ONLY SOME OF THE TERMS OF THE GUARANTEED INTEREST
ACCOUNT WITH MARKET VALUE ADJUSTMENT
PLEASE READ THE PROSPECTUS AND THE PROSPECTUS FOR THE CONTRACT CAREFULLY
FOR MORE COMPLETE DETAILS OF THE POLICY

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense. This prospectus comes with prospectuses for the variable
annuity contract, the MONY Series Fund, Inc., and the Enterprise Accumulation
Trust. You should read these prospectuses carefully and keep them for future
reference.

MONY Life Insurance Company of America
1740 Broadway
New York, New York 10019
1-800-487-6669
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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DEFINITIONS.................................................
SUMMARY..................................................... 1
DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET
VALUE ADJUSTMENT.......................................... 3
1. General............................................... 3
2. Allocations to the Guaranteed Interest Account with
Market Value Adjustment................................ 3
3. The Specified Interest Rate and the Accumulation
Periods................................................ 4
A. Specified Interest Rates........................... 4
B. Accumulation Periods............................... 4
4. Maturity of Accumulation Periods...................... 5
5. The Market Value Adjustment ("mV").................... 5
A. General Information Regarding the mV............... 5
B. The MVA Factor..................................... 6
6. Contract Charges...................................... 6
7. Guaranteed Interest Account at Annuitization.......... 7
INVESTMENTS................................................. 7
CONTRACTS AND THE DISTRIBUTION (MARKETING) OF THE GUARANTEED
INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT............. 7
RISK FACTORS................................................ 7
THE COMPANY................................................. 9
1. Business.............................................. 9
A. Organization....................................... 9
B. Description of Business............................ 9
C. Regulation......................................... 10
D. Competition........................................ 10
E. Employees.......................................... 11
2. Properties............................................ 11
3. Legal Proceedings..................................... 11
4. Statutory-Basis Financial Statements and Supplementary
Data................................................... 12
5. Selected Statutory-Basis Financial Information........ 12
6. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 13
7. Year 2000............................................. 24
8. Potential Tax Legislation............................. 26
9. Directors and Executive Officers...................... 26
10. Executive Compensation................................ 28
11. Exhibits, Financial Statements, Schedules and
Reports................................................ 29
Index to Statutory-Basis Financial Statements............... F-1
</TABLE>

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[THIS PAGE INTENTIONALLY LEFT BLANK]
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SUMMARY

This summary provides you with a brief overview of the more important
aspects of your variable annuity contract's Guaranteed Interest Account with
Market Value Adjustment. It is not intended to be complete. More detailed
information is contained in this prospectus on the pages following this Summary
and in your variable annuity contract. This summary and the entire prospectus
will describe only the Guaranteed Interest Account with Market Value adjustment.
Other parts of your variable annuity contract are described in that contract and
in the prospectus for MONY America Variable Account A which is included with
this prospectus. BEFORE PURCHASING THE VARIABLE CONTRACT AND ALLOCATING YOUR
PURCHASE PAYMENTS TO THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE
ADJUSTMENT, WE URGE YOU TO READ THE ENTIRE PROSPECTUS CAREFULLY.

PURPOSE OF THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT

The Guaranteed Interest Account with Market Value Adjustment is designed to
provide you with an opportunity to receive a guaranteed fixed rate of interest.
You can choose the period of time over which the guaranteed fixed rate of
interest will be paid. That period of time is known as the Accumulation Period.

The Guaranteed Interest Account with Market Value Adjustment is also
designed to provide you with the opportunity to transfer part or all of the
Guaranteed Interest Account with market Value Adjustment to the subaccounts
available to you under the variable annuity contract. It is also designed to
provide you with the opportunity to surrender part or all of the Guaranteed
Interest Account with Market Value Adjustment before the end of the Accumulation
Period. If you ask us to transfer or surrender part of all of the Guaranteed
Interest Account, we will impose a charge, known as a market value adjustment.

PURCHASE PAYMENTS

The purchase payments you make for the contract are received by the
Company. Currently those purchase payments are not subject to taxes imposed by
the United States Government or any state or local government.

You may allocate your purchase payments to the Guaranteed Interest Account
with Market Value Adjustment.

THE ACCUMULATION PERIODS

There are 4 different Accumulation Periods currently available: a 3 year
Accumulation Period, a 5 year Accumulation Period, a 7 year Accumulation Period,
and a 10 year Accumulation Period. You may allocate initial or additional
purchase payments made under the contract to one or more Accumulation Periods at
the time you purchase the contract. You may also ask us to transfer Fund Values
from the subaccounts available under the contract to one or more of the
Accumulation Periods. There is no minimum allocation or transfer to an
Accumulation Period. (See "Allocations to the Guaranteed Interest Account" at
page 5.)

Each Accumulation Period will have a Maturity Date which will be 3, 5, 7,
or 10 years from the beginning of the month during which allocations are made
and Purchase Payments are received or Fund Values are transferred. Therefore the
Accumulation Period will end on the last day of a calendar month (the "Maturity
Date") during which the third, fifth, seventh or tenth anniversary of the
allocation to the Accumulation Period (as applicable) occurs. This means that
the Maturity Date for a 3, 5, 7, or 10 year Accumulation Period may be up to 30
days shorter than 3, 5, 7 or 10 years, respectively. For amounts which are
allocated to an Accumulation Period on, and as to which Purchase Payments are
received or transfers are effective on the first day of a calendar month will be
exactly 3, 5, 7, or 10 years, depending on the Accumulation Period selected.
(See "Specified Interest Rates and Accumulation Periods" at page 6.)

CREDITING OF INTEREST

The Company will credit amounts allocated to an Accumulation Period with
interest at a rate not less than 3.5%. This interest rate is known as the
Specified Interest Rate. It will be credited for the duration of the

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Accumulation Period. Specified Interest Rates for each Accumulation Period are
declared periodically in the sole discretion of the Company. (See "Specified
Interest Rates and Accumulation Periods" at page 6.)

At least 15 days and at most 45 days prior to the Maturity Date of an
Accumulation Period, Contract Owners having Fund Values allocated to such
Accumulation Periods will be notified of the impending Maturity Date. Contract
Owners will then have the option of directing the surrender, transfer, or
distribution of the Fund Value (during the Maturity Period) without application
of any MVA.

The Specified Interest Rate will be credited to amounts allocated to an
Accumulation Period, so long as such allocations are neither surrendered nor
transferred prior to the Maturity Date for the Allocation Period. The Specified
Interest Rate is credited daily, providing an annual effective yield. (See
"Specified Interest Rates and Accumulation Periods" at page 6.)

THE MARKET VALUE ADJUSTMENT

Amounts that are surrendered, transferred or otherwise distributed from an
Accumulation Period prior to the Maturity Date of that Accumulation Period, will
be subject to a Market Value Adjustment ("MVA"). The MVA is accomplished through
the use of a factor, which is known as the "MVA Factor". This factor is
discussed in detail in the section entitled "The Market Value Adjustment -- The
MVA Factor" at page .

OTHER PROVISIONS OF THE CONTRACT

This summary and this prospectus does not describe the other provisions of
the contract. Please refer to the prospectus for MONY America Variable Account A
and to the contract for the details of these provisions.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements that involve risks and
uncertainties. Discussions containing such forward-looking statements may be
found in the material set forth under "Summary", "Risk Factors", "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business". Actual events or results could differ materially from those
discussed herein. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed under "Risk Factors" as well as
those discussed in the sections entitled "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and "Business" and in the
other sections of this Prospectus.

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DETAILED DESCRIPTION OF THE GUARANTEED INTEREST ACCOUNT
WITH MARKET VALUE ADJUSTMENT

1. GENERAL

The Guaranteed Interest Account with Market Value Adjustment is an
allocation option available under certain variable annuity contracts issued by
the Company. Not all of the variable annuity contracts issued by the Company
offer the Guaranteed Interest Account with Market Value Adjustment, nor is the
Guaranteed Interest Account with Market Value Adjustment available in every
state jurisdiction. The variable annuity prospectuses describing variable
annuity contracts that offer the Guaranteed Interest Account with Market Value
Adjustment clearly disclose whether the Guaranteed Interest Account with Market
Value Adjustment is available as an allocation choice to the Owner. If the
Guaranteed Interest Account with Market Value Adjustment is available under a
variable annuity issued by the Company, the prospectus for the variable annuity
contract ("Contract") and this prospectus must be read carefully together in the
same manner that prospectuses for underlying mutual funds must be read with the
prospectus for the Contracts.

The guarantees associated with the Guaranteed Interest Account with Market
Value Adjustment are borne exclusively by the Company. The guarantees associated
with the Guaranteed Interest Account with Market Value Adjustment are legal
obligations of the Company. Fund Values allocated to the Guaranteed Interest
Account with Market Value Adjustment are held in the "General Account" of the
Company. Amounts allocated to the General Account of the Company are subject to
the liabilities arising from the business the Company conducts. The Company has
sole investment discretion over the investment of the assets of its General
Account. Contract Owners having allocated amounts to a particular Accumulation
Period of the Guaranteed Interest Account with Market Value Adjustment, however,
will have no claim against any particular assets of the Company.

The Guaranteed Interest Account with Market Value Adjustment provides for a
guaranteed interest rate (the "Specified Interest Rate"), to be credited as long
as any amount allocated to the Guaranteed Interest Account with Market Value
Adjustment is not distributed for any reason prior to the Maturity Date of the
particular accumulation period chosen by the Owner. Generally, a 3 year
Accumulation Period offers guaranteed interest at a Specified Interest Rate over
3 years, a 5 year Accumulation Period offers guaranteed interest at a Specified
Interest Rate over 5 years, and so on. Because every Accumulation will mature on
the last day of a calendar month, the Accumulation Period may terminate up to 30
days less than the 3, 5, 7, or 10 year Accumulation Period.

Although the Specified Interest Rate will continue to be credited as long
as Fund Values remain in an Accumulation Period of the Guaranteed Interest
Account with Market Value Adjustment prior to the Maturity Date, surrenders,
transfers (including transfers to the Loan Account as a result of a request by
the Contract Owner for a Loan), or distributions except upon the death of
Annuitant for any other reason will be subject to an MVA, as described below.

2. ALLOCATIONS TO THE GUARANTEED INTEREST ACCOUNT WITH MARKET VALUE ADJUSTMENT

There are three sources from which allocations to the Guaranteed Interest
Account with Market Value Adjustment may be made:

(1) an initial purchase payment made under a Contract may be wholly or
partially allocated to the Guaranteed Interest Account with Market
Value Adjustment;

(2) a subsequent or additional purchase payment made under a Contract may
be partially or wholly allocated to the Guaranteed Interest Account
with Market Value Adjustment; and

(3) amounts transferred from Subaccounts available under the Contract may
be wholly or partially allocated to the Guaranteed Interest Account
with Market Value Adjustment.

There is no minimum amount of any allocation of either Purchase Payments or
transfers of Fund Value to the Guaranteed Interest Account with Market Value
Adjustment. The Contract provides that the prior

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approval of the Company is required before it will accept a Purchase Payment
where, with that Payment, cumulative Purchase Payments made under any one or
more Contracts held by the Owner, less the amount of any prior partial
surrenders and their Surrender Charges, exceed $1,500,000. This limit applies to
the aggregate of Fund Values in the Guaranteed Interest Account with Market
Value Adjustment and in each of the Subaccounts of the Contract

3. THE SPECIFIED INTEREST RATE AND THE ACCUMULATION PERIODS

A. Specified Interest Rates

The Specified Interest Rate, at any given time, is the rate of interest
guaranteed by the Company to be credited to allocations made to the Accumulation
Period for the Guaranteed Interest Account with Market Value Adjustment chosen
by the Owner, so long as no portion of the allocation is distributed for any
reason prior to the Maturity Date. Different Specified Interest Rates may be
established for the 4 different Accumulation Periods which are currently
available: 3, 5, 7, and 10 years.

The Company declares Specified Interest Rates for each of the available
Accumulation Periods from time to time. Normally, new Specified Interest Rates
will be declared monthly; however, depending on interest rate fluctuations,
declarations of new Specified Interest Rates may occur more or less frequently.
The Company observes no specific method in the establishment of the Specified
Interest Rates, but generally will attempt to declare Specified Interest Rates
which are related to interest rates associated with fixed-income investments
available at the time and having durations and cash flow attributes compatible
with the Accumulation Periods then available for the Guaranteed Interest Account
with Market Value Adjustment. In addition, the establishment of Specified
Interest Rates may be influenced by other factors, including competitive
considerations, administrative costs and general economic trends. The Company
has no way of predicting what Specified Interest Rates may be declared in the
future and there is no guarantee that the Specified Interest Rate for any of the
Accumulation Periods will exceed the guaranteed minimum effective annual
interest rate of 3.5%.

The period of time during which a particular Specified Interest Rate is in
effect for new allocations to the then available Accumulation Periods is
referred to as the Investment Period. All allocations made to an Accumulation
Period during an Investment Period are credited with the Specified Interest Rate
in effect. An Investment Period ends only when a new Specified Interest Rate
relative to the Accumulation Period in question is declared. Subsequent
declarations of new Specified Interest Rates have no effect on allocations made
to Accumulation Periods during prior Investment Periods. All such prior
allocations will be credited with the Specified Interest Rate in effect when the
allocation was made for the duration of the Accumulation Period selected.

Information concerning the Specified Interest Rates in effect for the
various Accumulation Periods can be obtained by contacting an agent of the
Company who is also a registered representative of MONY Securities Corp. or by
calling the following toll free telephone number: 1-800-736-0136.

The Specified Interest Rate is credited to allocations made to an
Accumulation Period elected by the Owner on a daily basis, resulting in an
annual effective yield which is guaranteed by the Company, unless amounts are
surrendered or transferred from that Accumulation Period for any reason prior to
the Maturity Date. The Specified Interest Rate will be credited for the entire
Accumulation Period. If amounts are surrendered or transferred from the
Accumulation Period for any reason prior to the Maturity Date, an MVA will be
applied to the amount surrendered or transferred.

B. Accumulation Periods

For each Accumulation Period, the Specified Interest Rate in effect at the
time of the allocation to that Accumulation Period is guaranteed. An
Accumulation Period always expires on a Maturity Date which will be the last day
of a calendar month; therefore, the Specified Interest Rate may be credited for
up to 30 days less than the Accumulation Period.

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For example, if an allocation is made to a 10 year Accumulation period on
August 10, 1998 and the funds for a new Purchase Payment are received on that
day, the Specified Interest Rate for that Accumulation Period will be credited
beginning on that day until July 31, 2008; however, the Accumulation Period will
begin on August 1, 1998 and will end on July 31, 2008.

All Accumulation Periods for the 3, 5, 7, and 10 year Accumulation Periods,
respectively, will be determined in a manner consistent with the foregoing
example. Accumulation Periods will be exactly 3, 5, 7, or 10 years only when an
allocation to an Accumulation Period occurs (or the Purchase Payment is received
or the transfer of Fund Values from a Subaccount is effective) on the first day
of a calendar month.

4. MATURITY OF ACCUMULATION PERIODS

At least fifteen days and at most forty-five days prior to the end of an
Accumulation Period, the Company will send notice to the Contract Owner of the
impending Maturity Date (always the last day of a calendar month). The notice
will include the projected Fund Value held in the Accumulation Period on the
Maturity Date and will specify the various options Contract Owners may exercise
with respect to the Accumulation Period:

(1) During the thirty day period following the Maturity Date (the
"Maturity Period"), the Contract Owner may wholly or partially surrender
the Fund Value held in that Accumulation Period without an MVA; however,
surrender charges under the variable annuity Contract, if applicable, will
be assessed.

(2) During the thirty day period following the Maturity Date, the
Contract Owner may wholly or partially transfer the Fund Value held in that
Accumulation Period, without an MVA, to any Subaccount then available under
the Contract or may elect that the Fund Value held in that Accumulation
Period be held for an additional Accumulation Period of the same number of
years or for another Accumulation Period of a different number of years
which may at the time be available. A confirmation of any such transfer or
election will be sent immediately after the transfer or election is
processed.

(3) If the Contract Owner does not make an election within the
Maturity Period, the entire Fund Value held in the maturing Accumulation
Period will be transferred to an Accumulation Period of the same number of
years as the Accumulation Period which matured. However, if that period
would extend beyond the Annuity Starting Date of the Contract or if that
period is not then made available by the Company, the Fund Value held in
the maturing Accumulation Period will be automatically transferred to the
Money Market Subaccount at the end of the Maturity Period. A confirmation
will be sent immediately after the automatic transfer is executed.

During the thirty day period following the Maturity Date, and prior to any
of the transactions set forth in (1), (2), or (3) above, the Specified Value
held in the maturing Accumulation Period will continue to be credited with the
Specified Interest Rate in effect before the Maturity Date.

5. THE MARKET VALUE ADJUSTMENT ("MVA")

A. General Information Regarding the MVA

A surrender, transfer (including a transfer to the Loan Account as a result
of a request by the Owner for a Loan), or distribution of Specified Value of the
Guaranteed Interest Account with Market Value Adjustment held in an Accumulation
Period which are surrendered, transferred, or distributed for any reason prior
to the Maturity Date of that particular Accumulation Period, will be subject to
an MVA. The MVA is determined by the multiplication of an MVA Factor by the
Specified Value, or the portion of the Specified Value being surrendered,
transferred or distributed. The Specified Value is the amount of the allocation
of Purchase Payments and transfers of Fund Value to an Accumulation Period of
the Guaranteed Interest Account with Market Value Adjustment, plus interest
accrued at the Specified Interest Rate minus prior distributions. The MVA may
either increase or decrease the amount of the distribution.

The MVA is intended to approximate, without duplicating, the experience of
the Company when it liquidates assets in order to satisfy contractual
obligations. Such obligations arise when Contract Owners

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request surrenders (including transfers for the purpose of obtaining a Loan), or
distributions. When liquidating assets, the Company may realize either a gain or
a loss.

If prevailing interest rates are higher than the Specified Interest Rate in
effect at the time the Accumulation Period commences, the Company will realize a
loss when it liquidates assets in order to process a surrender, loan, or
transfer; therefore, application of the MVA under such circumstances will
decrease the amount of the distribution or loan.

Generally, if prevailing interest rates are lower than the Specified
Interest Rate in effect at the time the Accumulation Period commences, the
Company will realize a gain when it liquidates assets in order to process a
surrender, loan, or transfer; therefore, application of the MVA under such
circumstances will increase the amount of the distribution or loan.

The Company measures the relationship between prevailing interest rates and
the Specified Interest Rates it declares through the MVA Factor. The MVA Factor
is described more fully below.

B. The MVA Factor

The formula for determining the MVA Factor is:

[(1+a)/(1+b)](n-t)/12) - 1

Where:

<TABLE>
<S> <C> <C>
a = the Specified Interest Rate for the Accumulation Period from
which the surrender, transfer or loan is to be taken;
b = the Specified Interest Rate declared at the time a surrender
or transfer is requested for an Accumulation Period equal to
the time remaining in the Accumulation Period from which the
surrender, transfer (including transfer to the Loan Account
as a result of a request by the Owner for a Loan), or
distribution is requested, plus 0.25%;
n = the Accumulation Period from which the surrender, transfer,
or distribution occurs in months; and
t = the number of elapsed months (or portion thereof) in the
Accumulation Period from which the surrender, transfer, or
distribution occurs.
</TABLE>

The MVA Factor shown above also accounts for some of the administrative and
processing expenses incurred when fixed-interest investments are liquidated.
This is represented in the addition of 0.25% in the MVA Factor.

The MVA Factor will either be greater, less than or equal to 0 and will be
multiplied by the Specified Value or that portion of the Specified Value being
surrendered, transferred, or distributed for any other reason. If the result is
greater than 0, a gain will be realized by the Contract Owner; if less than 0, a
loss will be realized. If the MVA Factor is exactly 0, no gain or loss will be
realized.

Examples of how to calculate MVAs are provided in the Appendix of this
prospectus.

6. CONTRACT CHARGES

The Contracts under which the Guaranteed Interest Account with Market Value
Adjustment are made available have various fees and charges, some of which may
be assessed against allocations made to the Guaranteed Interest Account with
Market Value Adjustment.

Contingent deferred sales charges, if applicable, will be assessed against
full or partial surrenders from the Guaranteed Interest Account with Market
Value Adjustment. If any such surrender occurs prior to the Maturity Date for
any particular Accumulation Period elected by the Owner, the amount surrendered
will be subject to an MVA in addition to contingent deferred sales charges. The
variable annuity prospectus fully describes the contingent deferred sales
charges. Please refer to the variable annuity prospectus for complete details
regarding the contingent deferred sales charges under the Contracts.

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Mortality and expense risk charges which may be assessed under variable
annuity Contracts will not be assessed against any allocation to the Guaranteed
Interest Account with Market Value Adjustment. Such charges apply only to the
Fund Value allocated to the Subaccounts of the Variable Account.

7. GUARANTEED INTEREST ACCOUNT AT ANNUITIZATION

On the Annuity Starting Date, the Contract's Cash Value, including the
Specified Value of all Accumulation Periods of the Guaranteed Interest Account
with Market Value Adjustment, will be applied to provide an annuity or any other
option previously chosen by the Owner and permitted by the Company. If the Owner
elected Settlement Option 3 (Single Life Income) or 3A (Joint Life Income) the
Fund Value of the Contract will be applied. Therefore, if Settlement Options 3
or 3A were to be elected by the Owner, no surrender charge or MVA would be
applied to the Specified Value. However, if any other settlement option is
elected, or if no election is in effect on the Annuity Starting Date, a lump sum
payment will be deemed to have been elected and a MVA will apply.

INVESTMENTS

Amounts allocated to the Guaranteed Interest Account with Market Value
Adjustment are transferred to the Company's General Account. Amounts allocated
to the General Account of the Company are subject to the liabilities arising
from the business the Company conducts. This is unlike amounts allocated to the
Subaccounts of the Variable Account, which are not subject to the liabilities
arising from the business the Company conducts. The Company has sole investment
discretion over the investment of the assets of its General Account. Variable
annuity Contract Owners having allocated amounts to a particular Accumulation
Period of the Guaranteed Interest Account with Market Value Adjustment, however,
will have no claim against any particular assets of the Company. The Specified
Interest Rates declared by the Company for the various Accumulation Periods will
not necessarily correspond to the performance of any group of assets of the
General Account.

CONTRACTS AND THE DISTRIBUTION (MARKETING) OF THE GUARANTEED INTEREST
ACCOUNT WITH MARKET VALUE ADJUSTMENT

The Guaranteed Interest Account with Market Value Adjustment is available
only as an allocation option under the Contracts issued by the Company. The
appropriate variable annuity prospectus and statement of additional information
should be consulted for information regarding the distribution of the Contracts.

RISK FACTORS

Potential purchasers should carefully consider the factors described in
"Risk Factors" as well as the other information contained in this Prospectus
before allocating purchase payments or Fund Values to the Guaranteed Interest
Account with Market Value Adjustment offered hereby. Such "Risk Factors"
include:

(i) the risk of losses on real estate and commercial mortgage loans,

(ii) other risks relating to the Company's investment portfolio,

(iii) the risk that interest rate changes could make certain of the
Company's products less profitable to the Company or less
attractive to customers,

(iv) risks with respect to certain sales practice litigation,

(v) the risk of increased surrenders of certain annuities as the
surrender charges with respect to such annuities expire,

(vi) risks associated with certain economic and market factors,

(vii) the risk of variations in claims experience,

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(viii) risks related to certain insurance regulatory matters,

(ix) risks of competition,

(x) risks with respect to claims paying ability ratings and financial
strength ratings,

(xi) risks with respect to Year 2000 computer programming issues, and

(xii) risks of potential adoption of new Federal income tax legislation
and the effect of such adoption on certain of the Company's life
and annuity products.

8
<PAGE> 14

THE COMPANY

1. BUSINESS

A. Organization

MONY Life Insurance Company of America (the "Company") is a stock life
insurance company organized in the state of Arizona. The Company is currently
licensed to sell life insurance and annuities in 49 states (not including New
York), the District of Columbia, the U.S. Virgin Islands and Puerto Rico. The
Company is the corporate successor of VICO Credit Life Insurance Company,
incorporated in Arizona on March 6, 1969.

The Company is a wholly owned subsidiary of MONY Life Insurance Company
("MONY"). MONY was organized as a mutual life insurance company under the laws
of the State of New York in 1842. MONY converted to a stock life insurance
company in November 1998 through demutualization and assumed its present name at
that time. In addition, MONY became a wholly-owned subsidiary of The MONY Group
Inc. at that time. It is not expected that demutualization will have any
material effect on the Company. The principal offices of MONY and the Company
are at 1740 Broadway, New York, New York 10019. MONY Securities Corp., an
affiliate of the Company and MONY, is the principal underwriter for the
Contracts described in this Prospectus. The Company may purchase certain
administrative services from MONY under a services agreement, to enable the
Company to administer the Contracts.

At December 31, 1997, MONY had approximately $133.2 million invested in the
Company to support its insurance operations.

The Company offers a variety of forms of variable annuities, fixed
annuities, and variable universal life insurance and universal life insurance
policies on a non-participating basis. The Company is a registered investment
adviser providing investment management and administration services.

B. Description of Business

The Company offers variable annuities, fixed annuities, and variable
universal life insurance and universal life insurance policies. Recently, it
began to offer term life insurance as well. Its products are distributed largely
through the career agent field force of MONY. Together with MONY and its
affiliates MONY Securities Corp. and Enterprise Funds Distributors, Inc., the
Company is a part of an organization that also markets mutual funds and
investment management services.

The Company's universal life insurance policies are offered to individuals
to meet a variety of needs as well as to businesses desiring to provide payroll
deduction life insurance to their employees. The Company's universal life
insurance policies permit the policyowner to vary the amount and frequency of
periodic cash premiums they pay, depending upon the needs of the policyowner and
the availability of value within the policy necessary to keep the policy in
force by paying the various charges, including, without limitation, the cost of
insurance charges.

The Company's variable life and variable annuity products are also offered
to individuals and allow the customer to choose from among subaccounts pursuing
a wide variety of investment objectives which reflect the investment objectives
of the underlying mutual funds managed by premier mutual fund managers. These
products are attractive to customers seeking to meet a variety of objectives,
including life insurance protection and retirement accumulations, respectively.

The Company's survivorship life products insure several lives and provide
for the payment of death benefits upon the death of the last surviving insured.

The Company also offers a Corporate Sponsored Variable Universal Life
Insurance policy to corporations to meet needs which can be met by the death
benefit and cash value accumulation provisions of the policy.

The Company's recently introduced term life insurance product is a level
term life insurance policy. It is largely distributed through the career agent
field force of MONY.

9
<PAGE> 15

The Company also offers a variety of policy riders designed to provide
additional benefits or flexibility at the option of the policyowner. These
riders include riders that waive premium payments upon disability, pay higher
benefits in the event of accidental death, allow purchase of additional coverage
without evidence of insurability, and permit the addition of term insurance to
provide additional death benefit protection.

The Company's variable life insurance and variable annuity business has
grown substantially in recent years. In part, this growth is due to the
development of variable life insurance policies for both the individual as well
as the corporate sponsored life insurance markets. The Company also believes
that the growth of these products has been further enhanced by favorable
demographic trends, the growing tendency of Americans to supplement traditional
sources of retirement income with variable annuity products which provide the
purchaser with some ability to direct the investment strategy, and the
performance of the financial markets, particularly the U.S. stock markets, in
recent years.

C. Regulation

The Company, as with other insurance companies, is subject to extensive
regulation and supervision in the jurisdictions in which it does business. Such
regulations impose restrictions on the amount and type of investments insurance
companies may hold. These regulations also affect many other aspects of
insurance companies businesses, including licensing of insurers and their
products and agents, risk-based capital requirements and the type and amount of
required asset valuation reserve accounts. These regulations are primarily
intended to protect policyholders. The Company can not predict the effect that
any proposed or future legislation may have on the financial condition or
results of operations of the Company.

Insurance companies are required to file detailed annual and quarterly
financial statements with state insurance regulators in each of the states in
which they do business, and their business and accounts are subject to
examination by such agencies at any time. In addition, insurance regulators
periodically examine an insurer's financial condition, adherence to statutory
accounting practices and compliance with insurance department rules and
regulations. Applicable state insurance laws, rather than federal bankruptcy
laws, apply to the liquidation or the restructuring of insurance companies.

As part of their routine regulatory oversight process, state insurance
departments conduct detailed examinations periodically (generally once every
three to four years) of the books, records and accounts of insurance companies
domiciled in their states. Such examinations are generally conducted in
cooperation with the departments of two or three other states under guidelines
promulgated by the National Association of Insurance Commissioners (NAIC). The
operations of the Company were examined by the Arizona Insurance Department for
each of the three years ended December 31, 1996. The report did not deal with
any matter which may reasonably be expected to result in a material effect on
the Company's financial condition or results of operations.

In recent years, a number of life and annuity insurers have been the
subject of regulatory proceedings and litigation relating to alleged improper
life insurance pricing and sales practices. Some of these insurers have incurred
or paid substantial amounts in connection with the resolution of such matters.
See "-- Legal Proceedings", at page 13. In addition, state insurance regulatory
authorities regularly make inquiries, hold investigations and administer market
conduct examinations with respect to insurers' compliance with applicable
insurance laws and regulations.

The Company and MONY continuously monitor sales, marketing and advertising
practices, and related activities of their agents and personnel and provide
continuing education and training in an effort to ensure compliance with
applicable insurance laws and regulations. There can be no assurance that any
non-compliance with such applicable laws and regulations would not have a
material adverse effect on the Company.

D. Competition

The Company believes that competition in the Company's lines of business is
based on price, product features, commission structure, perceived financial
strength, claims-paying ratings, service and name recogni-

10
<PAGE> 16

tion. The Company competes with a large number of other insurers as well as
non-insurance financial services companies, such as banks, broker/dealers and
mutual funds, many of whom have greater financial resources, offer alternative
products or more competitive pricing and, with respect to other insurers, have
higher ratings than the Company. Competition exists for individual consumers,
employer groups, and agents and with other distributors of insurance products.
National banks, with their preexisting customer bases for financial services
products, may pose increasing competition as a result of the United States
Supreme Court's 1994 decision in NationsBank of North Carolina v. Variable
Annuity Life Insurance Company which permits national banks to sell annuity
products of life insurance companies in certain circumstances.

Several proposals to repeal or modify the Glass-Steagall Act of 1933, as
amended, and the Bank Holding Company Act of 1956, as amended, have been made by
members of Congress and the Clinton Administration. Currently, the Bank Holding
Company Act generally restricts banks from being affiliated with insurance
companies. None of these proposals has yet been enacted, and it is not possible
to predict whether any of these proposals will be enacted, or, if enacted, their
potential effect on the Company.

E. Employees

The Company has no employees. The Company has entered into a Services
Agreement with MONY, pursuant to which MONY provides the services necessary to
operate the business of the Company.

2. PROPERTIES

The Company's administrative offices are located at 1740 Broadway, New
York, New York 10019. MONY's principal executive offices are also located there.
MONY's administrative operations offices are located in Syracuse, New York, and
the administrative services, principally related to the underwriting, issuance,
and service of the Company's policies and policyholders, as well as the
administration of claims, is conducted from those offices. MONY leases these
offices.

3. LEGAL PROCEEDINGS

In late 1995 and during 1996 a number of purported class actions were
commenced in various state and federal courts against the Company and MONY
alleging that the Company and MONY engaged in deceptive sales practices in
connection with the sale of whole and universal life insurance policies from the
early 1980s through the mid 1990s. Although the claims asserted in each case are
not identical, they seek substantially the same relief under essentially the
same theories of recovery (i.e., breach of contract, fraud, negligent
misrepresentation, negligent supervision and training, breach of fiduciary duty,
unjust enrichment and violation of state insurance and/or deceptive business
practice laws). Plaintiffs in these cases (including the Goshen case discussed
below) seek primarily equitable relief (e.g., reformation, specific performance,
mandatory injunctive relief prohibiting the Company and MONY from canceling
policies for failure to make required premium payments, imposition of a
constructive trust and creation of a claims resolution facility to adjudicate
any individual issues remaining after resolution of all class-wide issues) as
opposed to compensatory damages, although they also seek compensatory damages in
unspecified amounts. The Company and MONY have answered the complaints in each
action (except for one being voluntarily held in abeyance), has denied any
wrongdoing and has asserted numerous affirmative defenses.

On June 7, 1996, the New York State Supreme Court certified the Goshen
case, being the first of the aforementioned class actions filed, as a nationwide
class consisting of all persons or entities who have, or at the time of the
policy's termination had, an ownership interest in a whole or universal life
insurance policy issued by the Company and sold on an alleged "vanishing
premium" basis during the period January 1, 1982 to December 31, 1995. On March
27, 1997, the Company and MONY filed a motion to dismiss or, alternatively, for
summary judgment on all counts of the complaint. All of the other putative class
actions have been consolidated and transferred by the Judicial Panel on
Multidistrict Litigation to the United States District Court for the District of
Massachusetts, or are being voluntarily held in abeyance pending the outcome of
the Goshen case. The Massachusetts District Court in the Multidistrict
Litigation has entered an order essentially holding all of the federal cases in
abeyance pending the outcome of the Goshen case.

11
<PAGE> 17

On October 21, 1997, the New York State Supreme Court granted the motion
for summary judgment and dismissed all claims filed in the Goshen case against
the Company and MONY on the merits. The order by the New York State Supreme
Court has been appealed by plaintiffs and all actions before the United States
District Court for the District of Massachusetts are still pending. There can be
no assurance, however, that the present or any future litigation relating to
sales practices will not have a material adverse effect on the Company.

In addition to the foregoing, from time to time the Company is a party to
litigation and arbitration proceedings in the ordinary course of its business,
none of which is expected to have a material adverse effect on the Company.

4. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements of the Company are included in a separate section
of this prospectus.

Semi-annual and annual reports are sent to contract owners of the variable
annuity and life insurance contracts issued through registered Separate Accounts
of the Company.

The financial statements of the Company included in this prospectus, other
than the unaudited interim condensed financial statements, have been audited by
PricewaterhouseCoopers LLP, independent accountants, and are included herein in
reliance upon the report of said firm given on the authority of said firm as
experts in accounting and auditing. PricewaterhouseCoopers LLP's office is
located at 1177 Avenue of the Americas, New York, New York 10036.

5. SELECTED FINANCIAL INFORMATION

SELECTED FINANCIAL INFORMATION

The following table sets forth selected historical financial information
for the Company prepared in conformity with the generally accepted accounting
principles The selected financial information for each of the three years in the
period ended December 31, 1998, and at December 31, 1998 and 1997, has been
derived from financial statements audited by PricewaterhouseCoopers LLP,
independent accountants, included elsewhere herein. The selected financial
information as of December 31, 1996, 1995 and 1994 and for the years ended
December 31, 1995 and 1994 have been derived from financial statements, not
included elsewhere herein. This selected financial information should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations", the Company's financial statements and the notes
thereto and the other financial information included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
($ IN MILLIONS)
<S> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS (STATUTORY-BASIS) REVENUES:
Premiums, Annuity Considerations, and Fund
Deposits........................................... $ 799.0 $ 741.9 $ 607.1 $ 500.3 $ 528.9
Net Investment Income................................ 99.0 102.1 104.9 96.3 107.6
Other Income, net.................................... 0.3 0.0 2.5 0.0 0.3
-------- -------- -------- -------- --------
Total Income..................................... 898.3 844.0 714.5 596.6 636.8
</TABLE>

12
<PAGE> 18

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
($ IN MILLIONS)
<S> <C> <C> <C> <C> <C>
BENEFITS & EXPENSES:
Policyholder and Contractholder Benefits............. 407.3 336.7 309.3 246.1 227.4
Change in Policy and Contract Reserves............... (42.9) (35.0) 38.6 42.1 5.7
Commissions.......................................... 40.9 36.8 32.3 24.7 21.6
Operating Expenses................................... 64.9 53.2 44.7 34.4 32.6
Transfers to Separate Accounts....................... 397.5 428.1 275.6 237.6 331.1
-------- -------- -------- -------- --------
Total Benefits and Expenses................. 867.7 819.8 700.5 584.9 618.4
Net Gain from Operations Before Federal Income
Taxes.............................................. 30.6 24.2 14.0 11.7 18.4
Federal Income Taxes................................. 17.4 14.4 8.0 3.3 1.6
-------- -------- -------- -------- --------
Net Gain from Operations............................. 13.2 9.7 6.0 8.4 16.8
Net Realized Capital Losses.......................... (3.5) (1.7) (1.4) (2.3) (2.3)
-------- -------- -------- -------- --------
Net Income........................................... $ 9.7 $ 8.0 $ 4.6 $ 6.1 $ 14.5
======== ======== ======== ======== ========
SUMMARY OF ADMITTED ASSETS, LIABILITIES, CAPITAL &
SURPLUS ASSETS:
General Account...................................... $1,354.7 $1,411.9 $1,452.3 $1,395.2 $1,378.7
Separate Account..................................... 3,606.7 2,530.0 1,685.8 998.1 736.4
-------- -------- -------- -------- --------
Total............................................ $4,961.4 $3,941.9 $3,138.1 $2,393.3 $2,115.1
======== ======== ======== ======== ========
Capital and Surplus.................................. $ 133.1 $ 121.8 $ 115.6 $ 104.9 $ 102.2
Asset Valuation Reserve ("AVR")...................... 16.3 17.9 14.0 13.9 13.2
Capital and Surplus & AVR/General Account Assets..... 11.0% 9.9% 8.9% 8.5% 8.4%
COMPOSITION OF GENERAL ACCOUNT INVESTED ASSETS:
Bonds................................................ $1,074.7 $1,048.0 $1,017.6 $ 992.1 $ 986.9
Cash & Short Term Investments........................ 46.0 90.2 125.2 78.7 36.9
Mortgage Loans....................................... 134.8 158.8 173.2 175.7 220.5
Real Estate.......................................... 22.6 40.7 58.4 69.9 65.9
Other................................................ 53.9 51.2 46.7 39.9 39.9
-------- -------- -------- -------- --------
Total............................................ $1,332.0 $1,388.9 $1,421.1 $1,356.3 $1,350.1
======== ======== ======== ======== ========
Bonds................................................ 81% 75% 72% 73% 73%
Cash & Short Investments............................. 3 7 9 6 3
Mortgage Loans....................................... 10 11 12 13 16
Real Estate.......................................... 2 3 4 5 5
Other................................................ 4 4 3 3 3
-------- -------- -------- -------- --------
Total....................................... 100% 100% 100% 100% 100%
======== ======== ======== ======== ========
</TABLE>

6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Management's discussion and analysis of financial condition and results of
operations contains forward-looking statements that are intended to enhance the
reader's ability to assess the future financial performance of the Company.
These forward-looking statements are not based on historical information and are
being made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include, but are not
limited to, statements which represent the Company's beliefs concerning future
levels of sales and redemptions of the Company's products, investment yields and
interest spread, or the earnings or profitability of the Company's activities.
Because these statements are subject to numerous assumptions, risks, and
uncertainties, actual results could be materially different. The following
factors, among others, may have such an impact: changes in economic conditions;
movements in interest rates and the stock markets; competitive pressures on
product pricing and services; success and timing of business strategies; and the
nature and extent of legislation and regulatory actions and reforms. Readers are
directed to consider these and other risks and uncertainties described in more
detail elsewhere in documents filed by the Company with the Securities and
Exchange Commission. The Company undertakes no obligation to update or revise
any forward-looking information, whether as a result of new information, future
events, or otherwise.
13
<PAGE> 19

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion addresses the financial condition and results of
operations of MONY Life Insurance Company of America ("MLOA" or the "Company")
for the periods indicated. This discussion should be read in conjunction with
the Company's is financial statements, notes to financial statements and other
financial information included elsewhere in this prospectus.

The following summarizes the Company's results of operations for the years
indicated:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
------------------------------------
1998 1997 1996 1995
------ ------ ------ ------
($ IN MILLIONS)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS REVENUES:
Premiums, Annuity Considerations, and Fund Deposits..... $ $799.0 $741.9 $607.1
Net Investment Income................................... 99.0 102.1 104.9
Other Income, net....................................... 0.3 0.0 2.5
------ ------ ------ ------
Total Income.................................. 898.3 844.0 714.5

BENEFITS & EXPENSES:
Policyholder and Contractholder Benefits................ 407.3 336.7 309.3
Change in Policy and Contract Reserves.................. (42.9) (35.0) 38.6
Commissions............................................. 40.9 36.8 32.3
Operating Expenses...................................... 64.9 53.2 44.7
Transfers to Separate Accounts.......................... 397.5 428.1 275.6
------ ------ ------ ------
Total Benefits and Expenses................... 867.7 819.8 700.5
Net Gain from Operations Before Federal Income Taxes.... 30.6 24.2 14.0
Federal Income Taxes.................................... 17.4 14.4 8.0
------ ------ ------ ------
Net Gain from Operations................................ 13.2 9.7 6.0
Net Realized Capital Losses............................. (3.5) (1.7) (1.4)
------ ------ ------ ------
Net Income.............................................. $ $ 9.7 $ 8.0 $ 4.6
====== ====== ====== ======
</TABLE>

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997:

Net gain from operations before federal income taxes was $ million for
the year ended December 31, 1998 as compared to $ million for the year ended
December 31, 1997, a of $ million. The principal reason for the
was .

Premiums, Annuity Considerations, and Fund Deposits were $ million for
the year ended December 31, 1998, an of $ million, from $
million recorded for the year ended December 31, 1997. The principal reasons for
the change from period to period are as follows:

Total premiums and annuity considerations were $ million for the
year ended December 31, 1998 compared to $ million for the year ended
December 31, 1997, an of $ million. The new Corporate
Sponsored Variable Universal Life (CSVUL) product, introduced in 1997,
accounted for most of the change in premiums with an increase of $
million as compared to the prior period. Premiums for the Variable
Universal Life (VUL) product, introduced in 1995, increased $
million for 1998 as compared to 1997.

Annuity and other fund deposits from $ million for the
year ended December 31, 1997 to $ million for the year ended December
31, 1998, a of $ million.

14
<PAGE> 20

Net investment income by $ million, to $ million for the
year ended December 31, 1998 from $ million for the year ended December
31, 1997 due primarily to lower interest rates on new investments.

Policyholder and Contractholder Benefits were $ million for the year
ended December 31, 1998, an of $ million, from $ million
recorded for the year ended December 31, 1997. The principal reasons for the
change from period to period are as follows:

Death benefits for the year ended December 31, 1998 were $ million
compared to $ million for the year ended December 31, 1997, an
of $ million due to .

Annuity benefits of $ million for the year ended December 31, 1998
are $ million than the $ million for the year ended December
31, 1997 due primarily to .

Surrenders for the year ended December 31, 1998 were $ million
compared to $ million for the year ended December 31, 1997. This
increase was due to .

The reserve for life policies $ million for the year
ended December 31, 1998 compared to an increase of $ million for the
year ended December 31, 1997 due primarily to
.

The change in liability for premiums and other deposit funds had a
of $ million for the year ended December 31, 1997 compared to
a of $ million for the year ended December 31, 1998. The
in both years reflects consumer preference for equity participation
products.

Transfers to separate accounts from $ million for the year
ended December 31, 1997 to $ million the year ended December 31, 1998 due to
.

Federal income taxes from $ million for the year ended
December 31, 1997 to $ million for the year ended December 31, 1998 due
primarily to .

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996:

Net gain from operations before federal income taxes was $30.6 million for
the year ended December 31, 1997 compared to $24.2 million in 1996, an increase
of $6.4 million. The principal reason for the increase was higher gains
generated by the growth in the FPVA block of business.

Premiums, Annuity Considerations, and Fund Deposits were $799.0 million for
the year ended December 31, 1997, an increase of $57.1 million, from $741.9
million recorded for the year ended December 31, 1996. The principal reasons for
the change from period to period are as follows:

Total premiums and annuity considerations were $141.9 million in 1997
compared to $112.2 million for 1996, an increase of $29.7 million. Premiums
for the VUL product, introduced in 1995, increased $26.5 million over the
prior year. The new CSVUL product, introduced in 1997, had $2.1 million of
first year premiums. Group Universal Life (GUL) premiums were up slightly
at $14.5 million in 1997 compared to $13.7 million in 1996 resulting from
increased renewal premiums.

Annuity and other fund deposits increased from $601.0 million in 1996
to $628.7 million in 1997, an increase of $27.7 million. FPVA sales were
$624.5 million in 1997, up from $594.5 million in 1996, reflecting
consumers' preference for equity participation in the favorable stock
market.

15
<PAGE> 21

Net investment income decreased from $102.1 million for the year ended
December 31, 1996 to $99.0 million for the year ended December 31, 1997, a
decrease of $3.1 million due primarily to a $45.0 million decrease in average
invested assets. The decrease is due to the timing of operating cash flow
primarily resulting from the fact that many of the new sales are related to
separate account products while the field expenses and commissions are absorbed
in the general account. Operating cash flow or fees derived from separate
account business, including mortality, administrative fees and surrender charges
will be reflected in the general account over the duration of the contracts.

Policyholder and Contractholder Benefits were $407.3 million for the year
ended December 31, 1997, an increase of $70.6 million, from $336.7 million
recorded for the year ended December 31, 1996. The principal reasons for the
change from period to period are as follows:

Death benefits in 1997 were $27.6 million compared to $20.8 million in
1996 due to higher cash value payments released upon death (which is offset
in changes in reserves) and lower recoveries of death benefits from
reinsurers.

Annuity benefits of $25.0 million for 1997 are $4.5 million higher
than the $20.5 million in 1996 due primarily to increased payouts on FPVA
and SPDA contracts resulting from death claims.

Surrenders in 1997 were $312.7 million compared to $256.9 million in
1996. This increase was due to increased surrenders of FPVA contracts
partially offset by lower SPDA and COA withdrawals.

The reserve for life policies increased $27.1 million in 1997 compared
to an increase of $35.3 million in 1996 due primarily to lower universal
life ("UL") premiums, reflecting consumers' preference for equity
participation products generating a shift in growth to the separate
accounts.

The change in liability for premiums and other deposit funds remained
basically flat with a decrease of $69.7 million in 1997 compared to a
decrease of $70.6 million in 1996. This decrease in both years reflects
consumer preference for equity participation products.

Transfers to separate accounts decreased from $428.1 million in 1996 to
$397.5 million in 1997 due to higher FPVA withdrawals and asset charges.

Federal income taxes increased from $14.4 million in 1996 to $17.4 million
in 1997 due primarily to higher operating income.

16
<PAGE> 22

REALIZED CAPITAL GAINS (LOSSES)

Following is a summary of realized capital gains and (losses) for the
periods indicated:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------
1998 1997 1996
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
Bonds....................................................... $(3.1) $ 0.9
Common stock................................................ 0.7 0.0
Real estate and mortgage loans.............................. 0.4 (0.1)
Other invested assets....................................... (0.2) 0.0
Derivative instruments...................................... 0.0 (0.8)
----- ----- -----
Subtotal............................................... (2.2) 0.0
Taxes....................................................... (0.5) (0.8)
Transferred to Interest Maintenance Reserve (IMR), net of
taxes..................................................... (0.8) (0.9)
----- ----- -----
Net realized capital losses................................. $(3.5) $(1.7)
===== ===== =====
</TABLE>

17
<PAGE> 23

Net realized losses from $ million in 1998 to $ million in 1997
mostly due to . Realized on bonds in 1998 account for
most of the in realized between 1998 and 1997. During 1998, 1997
and 1996, realized capital resulting from changes in interest rates on
fixed income securities of $ million (net of $ million tax), $ million
(net of $ million tax) and $ million (net of $ million tax), respectively,
were transferred to the Company's IMR for future amortization into net income.

FINANCIAL POSITION

The asset mix of the Company as of December 31, 1998 and December 31, 1997
continues to reflect management's commitment to provide adequate liquidity and
limit new investments to investment grade bonds, with some selective purchases
of National Association of Insurance Commissioners ("NAIC") category 3 bonds and
agricultural mortgages.

The Company's assets as of December 31, 1998 and 1997 are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
----------------- -----------------
1998 % 1997 %
-------- ----- -------- -----
($ IN MILLIONS)
<S> <C> <C> <C> <C>
Bonds.................................................. $ $1,074.7 80.7
Cash and short-term investments........................ 46.0 3.5
Common stocks.......................................... 1.0 0.1
Mortgage loans on real estate
Commercial mortgages................................. 35.3 2.6
Agricultural mortgages............................... 99.5 7.5
Policy loans........................................... 45.9 3.4
Real estate
Foreclosed........................................... 14.9 1.1
For investment....................................... 7.7 0.6
Other invested assets.................................. 7.0 0.5
-------- ----- -------- -----
Total invested assets............................. 100.0 1,332.0 100.0
Other.................................................. 22.7
-------- --------
Total General
Accounts Assets...................................... 1,354.7
Separate Accounts...................................... 3,606.7
-------- --------
Total Assets................................. $4,961.4
======== ========
</TABLE>

Bonds eligible for amortization under rules promulgated by the NAIC are
carried at amortized cost, while all other bonds are carried at values adopted
by the NAIC, which approximate fair market value. Loan backed bonds and
structured securities are valued at amortized cost using the effective interest
method considering anticipated prepayments at the date of purchase; significant
changes in the estimated cash flows from the original purchase assumptions are
accounted for using the retrospective method.

18
<PAGE> 24

Real estate acquired through foreclosure is carried at the lower of cost or
the estimated fair value at the time of foreclosure, less cumulative
depreciation and encumbrances. Mortgage loans in process of foreclosure are also
carried at the lower of cost or the estimated fair value. Fair value is
determined by using the estimated discounted cash flows expected from the
underlying real estate properties. These projected cash flows are based on
estimates regarding future operating expenses, lease rates, occupancy levels and
investors' targeted yields.

The Company provides, through a direct charge to surplus, an investment
valuation reserve for permanent impairment of real estate investments, joint
venture partnerships in real estate, mortgage loans delinquent for more than 60
days and restructured mortgage loans. This reserve reflects, in part, the excess
of the carrying value of such assets over the estimated undiscounted cash flows
expected from the underlying real estate properties. These projected cash flows
are based on estimates similar to those described in the preceding paragraph. As
of December 31, 1998 and 1997, the Company's investment reserve for its mortgage
loan and real estate investments was $ million and $ million,
respectively.

Cash and short-term investment balances were $ million and $
million at December 31, 1998 and 1997, respectively, and have each
period as .

The in separate account assets from $ million at December
31, 1997 to $ million at December 31, 1998 is primarily a result of
.

BONDS

The Securities Valuation Office (SVO) of the NAIC evaluates the investments
of insurers for regulatory reporting purposes and assigns securities to one of
six investment categories called "NAIC Designations". The NAIC Designations
closely mirror the nationally recognized securities rating organizations'
definitions for marketable bonds. NAIC Designations 1 and 2 include bonds
considered investment grade (Baa or higher by Moody's or BBB or higher by
Standard and Poors) by such rating organizations. NAIC Designations 3 through 6
are referred to as below investment grade (Ba or lower by Moody's or BB or lower
by Standard and Poors).

The following tables show the Company's bond investments by NAIC
designation at December 31, 1998 and December 31, 1997.

DECEMBER 31, 1998

<TABLE>
<CAPTION>
TOTAL TOTAL
PUBLICLY PRIVATELY
NAIC RATINGS TRADED % PUBLIC PLACED % PRIVATE TOTAL
- ------------ -------- -------- --------- --------- --------
($ IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Class 1................................... $ -- --% $ % $
Class 2................................... -- --
------ ----- ------ ----- --------
Subtotal........................
Class 3...................................
Class 4...................................
Class 5...................................
Class 6...................................
------ ----- ------ ----- --------
Totals.......................... $ -- 100.0% $ 100.0% $
====== ===== ====== ===== ========
</TABLE>

19
<PAGE> 25

DECEMBER 31, 1997

<TABLE>
<CAPTION>
TOTAL TOTAL
PUBLICLY PRIVATELY
NAIC RATINGS TRADED % PUBLIC PLACED % PRIVATE TOTAL % TOTAL
- ------------ -------- -------- --------- --------- -------- -------
($ IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Class 1.......................... $390.6 63.0% $162.7 35.8% $ 553.3 51.5%
Class 2.......................... 203.3 32.8 238.4 52.4 441.7 41.1
------ ----- ------ ----- -------- -----
Subtotal............... 593.9 95.8 401.1 88.2 995.0 92.6
Class 3.......................... 21.0 3.4 45.6 10.0 66.6 6.2
Class 4.......................... 5.0 0.8 7.5 1.7 12.5 1.1
Class 5.......................... 0.0 0.0 0.0 0.0 0.0 0.0
Class 6.......................... 0.0 0.0 0.6 0.1 0.6 0.1
------ ----- ------ ----- -------- -----
Totals................. $619.9 100.0% $454.8 100.0% $1,074.7 100.0%
====== ===== ====== ===== ======== =====
</TABLE>

Total public and private bonds to $ million at December 31,
1998 -- $ million at December 31, 1997. Bonds represented approximately
% and % of total general account invested assets at December 31, 1998
and December 31, 1997, respectively. MLOA selectively invests in privately
placed bonds to enhance the overall value of the portfolio, increase
diversification and obtain higher yields than are possible with comparable
public market securities. Private placement investments are made after extensive
analysis of the financial condition of the borrower and include protective
covenants to assure future quality of the Company's investments. A significant
portion of bond investments is in high quality publicly traded bonds in order to
maintain and manage liquidity and reduce the risk of default in the portfolio.
The bond portfolio was comprised of % in public bonds and % in private
placements at December 31, 1998 and % in public bonds and % in private
placements at December 31, 1997.

At December 31, 1998, approximately % of the bond portfolio is held in
NAIC category 1 and 2 bonds and % of its publicly traded bonds were rated
in the top three quality categories. There were $ million and $ million
of non-performing bonds (NAIC category 6) held at December 31, 1998 and December
31, 1997, respectively.

20
<PAGE> 26

MLOA's bond portfolio by industry is as follows:

INDUSTRY EXPOSURE OF BONDS

<TABLE>
<CAPTION>
DECEMBER 31, 1998 DECEMBER 31, 1997
------------------- -------------------
INDUSTRY CLASS BOOK VALUE % BOOK VALUE %
- -------------- ---------- ----- ---------- -----
($ IN MILLIONS)
<S> <C> <C> <C> <C>
Consumer Goods & Services........................... $ $ $ 112.5 10.5
Other Manufacturing................................. 106.0 9.9
Public Utilities.................................... 123.8 11.5
Non-Government-Asset Backed......................... 128.3 11.9
Energy.............................................. 128.3 11.9
Mortgage Backed --
Government & Agency............................... 123.9 11.5
Financial Services.................................. 133.5 12.4
Transportation/Aerospace............................ 82.5 7.7
Bank Holding Companies.............................. 39.4 3.7
Nat Res/Manuf (non-energy).......................... 40.4 3.8
Banks............................................... 19.2 1.8
Cable Television.................................... 12.2 1.1
Media/Advertising................................... 13.8 1.3
Government & Agency................................. 5.9 0.5
Other............................................... 5.0 0.5
-------- ----- -------- -----
Total..................................... $ 100.0% $1,074.7 100.0%
======== ===== ======== =====
</TABLE>

MLOA's long-term bond portfolio is well diversified among industry types.
The largest industry classification is Consumer Good and Services which
represents % of the total portfolio at December 31, 1998.

The Company held $ million of mortgage and asset-backed securities as
of December 31, 1998, which represents % of the total invested assets. Of
that amount, $ million ( %) are agency-issued pass throughs and
collateralized mortgage obligations (CMO's) secured by GNMA, FNMA and FHLMC, and
$ million ( %) were other types of mortgage and asset-backed securities.
The Company actively monitors prepayment risk using quantitative and qualitative
methods. MLOA believes that its active monitoring of its portfolio of
mortgage-backed securities and the limited extent of its holdings of more
volatile types of mortgage-backed securities mitigate exposure to losses from
prepayment risks associated with rate fluctuations for this portfolio.

MATURITIES OF BONDS

The amortized cost and estimated market value of bonds by final maturity
date (excluding scheduled sinking funds) as of December 31, 1998 and December
31, 1997 are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1998 DECEMBER 31, 1997
---------------------- ----------------------
ESTIMATED ESTIMATED
AMORTIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE
--------- --------- --------- ---------
($ IN MILLIONS)
<S> <C> <C> <C> <C>
Due one year or less.............................. $ $ $ 23.2 $ 23.3
Due after one year through five years............. 411.4 418.1
Due after five years through ten years............ 380.4 391.3
Due after ten years............................... 259.7 266.7
-------- -------- -------- --------
$ $ $1,074.7 $1,099.4
======== ======== ======== ========
</TABLE>

21
<PAGE> 27

Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties.

MORTGAGE LOANS

As of December 31, 1998, the mortgage loan portfolio is comprised of $
million in commercial loans and $ million in agricultural mortgages. Total
mortgage loans represent % of the general account invested assets.

The Company has followed a strategy of reducing its commercial mortgage
portfolio through sales to third parties, encouraging prepayments, paydowns, and
repayments. Since 1991, the Company has not actively made any new commercial
loans (other than refinancing existing mortgages and a limited number of
purchase money mortgages on selected sales of real estate).

The Company reduced its commercial mortgage loan portfolio to $ million
as of December 31, 1998, from $35.3 million as of December 31, 1997.

The agricultural loan balance was $ million and $99.5 million at
December 31, 1998 and December 31, 1997, respectively. The from December 31,
1997 to December 31, 1998 is explained by $ million of new loans offset with
dispositions of $ million. The in the agricultural loan balance from
December 31, 1998 to December 31, 1997 is mostly explained by dispositions of
$ million, repayments and prepayments of $ million, offset with new loans of
$ million.

The average yield on agricultural loans was % at December 31, 1998 and
% of the portfolio was current as to interest and principal repayments.

A schedule of commercial and agricultural mortgage loan maturities as of
December 31, 1998 and 1997 is as follows:

MORTGAGE LOAN MATURITY SCHEDULE

<TABLE>
<CAPTION>
DECEMBER 31, 1998
------------------------------------------------------------------
TOTAL
COMMERCIAL % AGRICULTURAL % MORTGAGES %
---------- ----- ------------ ----- --------- -----
($ IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
One year or less................ $ $ $
Over 1 to 3 years...............
Over 3 to 5 years...............
Over 5 to 10 years..............
Over 10 years...................
----- ----- ------ ----- ------ -----
Total................. $ 100.0 $ 100.0 $ 100.0
===== ===== ====== ===== ====== =====
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, 1997
------------------------------------------------------------------
TOTAL
COMMERCIAL % AGRICULTURAL % MORTGAGES %
---------- ----- ------------ ----- --------- -----
($ IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
One year or less................ $ 4.6 13.1 $ 0.0 0.0 $ 4.6 3.4
Over 1 to 3 years............... 13.7 38.6 3.1 3.1 16.8 12.5
Over 3 to 5 years............... 5.4 15.4 12.5 12.6 17.9 13.3
Over 5 to 10 years.............. 9.5 26.9 26.5 26.6 36.0 26.7
Over 10 years................... 2.1 6.0 57.4 57.7 59.5 44.1
----- ----- ------ ----- ------ -----
Total................. $35.3 100.0 $ 99.5 100.0 $134.8 100.0
===== ===== ====== ===== ====== =====
</TABLE>

22
<PAGE> 28

The table below provides the problem loan balance at December 31, 1998 and
1997.

PROBLEM MORTGAGE LOANS

<TABLE>
<CAPTION>
DECEMBER 31, 1998 DECEMBER 31, 1997
-------------------------- --------------------------
COMMERCIAL AGRICULTURAL COMMERCIAL AGRICULTURAL
---------- ------------ ---------- ------------
($ IN MILLIONS)
<S> <C> <C> <C> <C>
Over 90 days................................. $ $ $ 0.0 $0.0
In Process of Foreclosure.................... 0.6 0.0
Restructured loans in Good Standing.......... 14.1 0.0
----- ---- ----- ----
Total.............................. $ $ $14.7 $0.0
===== ==== ===== ====
</TABLE>

The following table shows the diversification of the total mortgage
portfolio by region and property type:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1998 1997
--------------- ---------------
BY REGION % %
- --------- ----- -----
($ IN MILLIONS)
<S> <C> <C> <C> <C>
West...................................................... $ $ 52.6 39.0
Mountain.................................................. 29.1 21.6
Southwest................................................. 15.2 11.3
Northeast................................................. 19.0 14.1
Midwest................................................... 11.5 8.5
Southeast................................................. 7.4 5.5
------ ----- ------ -----
Total........................................... $ 100.0 $134.8 100.0
====== ===== ====== =====
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1998 1997
--------------- ---------------
BY TYPE % %
- ------- ----- -----
($ IN MILLIONS)
<S> <C> <C> <C> <C>
Agricultural.............................................. $ $ 99.5 73.8
Office.................................................... 16.9 12.5
Industrial................................................ 6.3 4.7
Retail.................................................... 4.7 3.5
Other..................................................... 4.0 3.0
Apartments................................................ 3.4 2.5
------ ----- ------ -----
Total........................................... $ 100.0 $134.8 100.0
====== ===== ====== =====
</TABLE>

23
<PAGE> 29

EQUITY REAL ESTATE

Equity real estate is made up of investment real estate, foreclosed
commercial properties and real estate partnerships (included in other assets of
$ million and $8.1 million at December 31, 1998 and 1997, respectively).
Real estate investments are % of general account invested assets as of
December 31, 1998.

Below is a table of the carrying values at December 31, 1998 and 1997 for
these investments:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1998 1997
------------ ------------
($ IN MILLIONS)
<S> <C> <C>
Real Estate for Investment.................................. $ $ 7.7
Foreclosed Urban Properties................................. 14.9
----- -----
Subtotal Real Estate........................................ 22.6
Real Estate Partnerships.................................... 7.0
----- -----
Grand Total Real Estate..................................... $ $29.6
===== =====
</TABLE>

Total real estate from $ million at December 31, 1998 to
$29.6 million at December 31, 1997 primarily due to .

COMMITMENTS

At December 31, 1998, the Company had commitments to issue $ million of
fixed rate farm loans with periodic interest rate reset dates. The initial
interest rates on such loans range from approximately % to %. There
were no outstanding commercial mortgage or bond commitments as of December 31,
1998.

LIQUIDITY

Net cash used by operations was $ million for the year ended December
31, 1998 and $68.8 million for the year ended December 31, 1997. The
of $ million for the year ended December 31, 1998 as compared to the year
ended December 31, 1997, is primarily the result of a $ million payment of
Federal income tax by the Company to its parent during 1998. The negative cash
flow from operations for the years ended December 31, 1998 and 1997 is primarily
due to the fact that many of the new product sales are related to separate
account products while the field expenses and commissions are absorbed in the
general account. Operating cash flow or fees derived from Separate account
business, including mortality, administrative fees and surrender charges will be
reflected in the general account over the duration of the contracts.

As of December 31, 1998, MLOA had highly liquid assets of approximately
$ billion comprised of public bonds ($ million) and private bonds
($ million) in categories 1 and 2 and cash and short term investments of
$ million.

7. YEAR 2000

The Year 2000 issue is the result of widespread use of computer programs
which use two digits (rather than four) to define a year. By use of a two-digit
field, the industry avoided the greater cost of additional mainframe capacity.
As a result, any of the Company's computer systems that have time-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a major system failure or in miscalculations.

24
<PAGE> 30

STATE OF READINESS

In 1996, the Company initiated a formal Year 2000 Project to resolve the
Year 2000 issue. The scope of the Project was identified, and funding was
established. In early 1997, the Company retained Command Systems, Inc., and
Keane, Inc. to assist the Company in bringing the Company's computer and
information systems into Year 2000 compliance. The Company's overall goal for
information technology ("IT") related items is to have business-critical
hardware and software compliant by December 31, 1998, with additional testing
and enterprise end-to-end testing occurring in 1999. MONY has also retained
Technology Resource Solutions to assist in the evaluation of Year 2000 issues
affecting the Company's non-IT systems in facilities and equipment which may
contain date logic in embedded chips. MONY's overall goal is to have all non-IT
systems compliant by mid-1999.

The scope of the Project includes:

- ensuring the compliance of all applications, operating systems and
hardware on mainframe, PC and LAN platforms;

- ensuring the compliance of voice and data network software and hardware;
addressing issues related to non-IT systems in buildings, facilities and
equipment which may contain date logic in embedded chips; and

- addressing the compliance of key vendors and other third parties.

The phases of the Project are:

(i) inventorying Year 2000 items and assigning priorities; assessing the
Year 2000 compliance of items;

(ii) remediating or replacing items that are determined not to be Year
2000 compliant;

(iii) testing items for Year 2000 compliance; and

(iv) designing and implementing Year 2000 contingency and business
continuity plans.

To determine that all IT systems (whether internally developed or
purchased) are Year 2000 compliant, each system is tested using a standard
testing methodology which includes unit testing, baseline testing, and future
date testing. Future date testing includes critical dates near the end of 1999
and into the year 2000, including leap year testing. For business-critical
non-IT systems in buildings, facilities and equipment, approximately 50% had
been remediated as of September 30, 1998.

The inventory and assessment phases of the Project were completed prior to
mid 1998. At December 31, 1998, approximately % of the Company's application
systems had been remediated, tested and re-implemented into production.
Approximately % of the operating systems, systems software, and hardware for
mainframe, PC and LAN platforms were deemed compliant based on information
supplied by vendors verbally, in writing, or on the vendor's Internet site. Of
the IT business critical items, approximately % were compliant and tested by
December 31, 1998. Approximately % of non-IT business critical items had been
remediated as of December 31, 1998. Ongoing testing for Year 2000 compliance
will continue in 1999, and is expected to be completed by mid-1999.

As part of the Project, significant service providers, vendors, suppliers,
and other third parties that are believed to be critical to business operations
after January 1, 2000, have been identified and steps are being undertaken in an
attempt to reasonably ascertain their stage of Year 2000 readiness through
questionnaires, interviews, on-site visits, and other available means.

COSTS

The estimated total cost of the Year 2000 Project is approximately
$ million. The total amount expended on the Project through December 31,
1998 was $ million which includes $ million for external vendor costs,
and $ million for internal costs. The estimated future cost of completing
the Year 2000 Project is estimated to be approximately $ million, which
includes $ million for external vendor

25
<PAGE> 31

costs, and $ million for internal costs. These amounts include costs
associated with the current development of contingency plans.

RISKS

The Company believes that completed and planned modifications and
conversions of its internal systems and equipment will allow it to be Year 2000
compliant in a timely manner. There can be no assurance, however, that the
Company's internal systems or equipment or those third parties on which the
Company relies will be Year 2000 compliant in a timely manner or that the
Company's or third parties' contingency plans will mitigate the effects of any
noncompliance. The failure of the systems or equipment of the Company or third
parties (which the Company believes is the most reasonable likely worst case
scenario) could affect the distribution and sale of life insurance, annuity and
investment products and could have a material effect on the Company's financial
position and results of operations.

CONTINGENCY PLANS

The Company has retained outside consultants to assist in the development
of Business Continuity Plans, which includes identification of third party
service providers, information systems, equipment, facilities, and other items
which are mission critical to the operation of the business. In conjunction with
this effort, the Company is developing a Year 2000 Contingency Plan to address
failures due to the Year 2000 problem of third parties and other items, which
are critical to the ongoing operation of the business. The Contingency Plan
includes the performance of alternate processing as well as consideration for
changing third party service providers, vendors, and suppliers if necessary. The
scheduled date for completion of the Contingency Plan is mid 1999. The Company
believes that due to the pervasive nature of potential Year 2000 issues, the
contingency planning process is an ongoing one that will require further
modifications as the Company obtains additional information regarding the status
of third party Year 2000 readiness.

8. POTENTIAL TAX LEGISLATION

Congress has, from time to time, considered possible legislation that would
eliminate the deferral of taxation on the accretion of value within certain
annuities and life insurance products. The 1994 United States Supreme Court
ruling in NationsBank of North Carolina v. Variable Annuity Life Insurance
Company that annuities are not insurance for purposes of the National Bank Act
may cause Congress to consider legislation that would eliminate such tax
deferral at least for certain annuities. Other possible legislation, including a
simplified "flat tax" income tax structure with an exemption from taxation for
investment income, could also adversely affect purchases of annuities and life
insurance if such legislation were to be enacted. There can be no assurance as
to whether legislation will be enacted which would contain provisions with
possible adverse effects on the Company's annuity and life insurance products.

9. DIRECTORS AND EXECUTIVE OFFICERS

The directors and officers of the Company are listed below. The business
address for all directors and officers of MONY Life Insurance Company of America
is 1740 Broadway, New York, New York 10019.

26
<PAGE> 32

Current Officers and Directors of MONY America are:

<TABLE>
<CAPTION>
NAME POSITION AND OFFICES WITH DEPOSITOR
- ---- -----------------------------------
<S> <C>
Michael I. Roth................ Director, Chairman and Chief Executive Officer
Samuel J. Foti................. Director, President and Chief Operating Officer
Richard E. Connors............. Director
Richard Daddario............... Director, Vice President and Controller
Phillip A. Eisenberg........... Director, Vice President and Actuary
Margaret G. Gale............... Director and Vice President
Stephen J. Hall................ Director
Charles P. Leone............... Director, Vice President and Chief Compliance Officer
Kenneth M. Levine.............. Director and Executive Vice President
David S. Waldman............... Secretary
David V. Weigel................ Treasurer
</TABLE>

No officer or director listed above receives any compensation from the
Company in addition to compensation paid by MONY.

Biographical information for each of the individuals listed in the above
table is set forth below.

DIRECTORS AND EXECUTIVE OFFICERS. Set forth below is a description of the
business positions during at least the past five years for the directors and the
executive officers of the Company.

Michael I. Roth is Director, Chairman of the Board and Chief Executive
Officer of the Company. He is Chairman of the Board (since July 1993) and Chief
Executive Officer (since January 1993) of MONY and has been a Trustee since May
1991. Mr. Roth is also a director of the following subsidiaries of MONY: 1740
Advisers, Inc. (since December 1992) and MONY CS, Inc. (since December 1989). He
has also served as MONY's President and Chief Executive Officer (from January
1993 to July 1993), President and Chief Operating Officer (from January 1991 to
January 1993) and Executive Vice President and Chief Financial Officer (from
March 1989 to January 1991). Mr. Roth has been with MONY for 9 years. Mr. Roth
also served on the board of directors of the American Council of Life Insurance
and serves on the boards of directors of the Life Insurance Council of New York,
Insurance Marketplace Standards Association, Enterprise Foundation (a charitable
foundation which develops housing not affiliated with the Enterprise Group of
Funds), Metropolitan Development Association of Syracuse and Central New York,
Enterprise Group of Funds, Inc., Enterprise Accumulation Trust, Pitney Bowes,
Inc. and Promus Hotel Corporation.

Samuel J. Foti is Director, President and Chief Operating Officer of the
Company. He is President and Chief Operating Officer (since February 1994) of
MONY and has been a Trustee since January 1993. Mr. Foti is also a director of
the following subsidiaries of MONY: MONY Brokerage, Inc. (since January 1990),
MONY International Holdings, Inc. (since October 1994), MONY Life Insurance
Company of the Americas, Ltd., (since December 1994) and MONY Bank & Trust
Company of the Americas, Ltd. (since December 1994). He has also served as
MONY's Executive Vice President (from January 1991 to February 1994) and Senior
Vice President (from April 1989 to January 1991). Mr. Foti has been with MONY
for 10 years. Mr. Foti also serves on the board of directors of the Life
Insurance Marketing and Research Association, where he served as Chairman from
October 1996 through October 1997, Enterprise Group of Funds, Inc., Enterprise
Accumulation Trust and The American College.

Richard Daddario is Director, Vice President and Controller of the Company.
He is Executive Vice President and Chief Financial Officer (since April 1994) of
MONY. Mr. Daddario is also a director of the following subsidiaries of MONY:
MONY Brokerage, Inc. (since June 1997) and MONY Life Insurance Company of the
Americas, Ltd. (since December 1997). He has also served as MONY's Chief
Financial Officer (from January 1991 to present) and Senior Vice President (from
July 1989 to April 1994). Mr. Daddario has been with MONY for 9 years.

27
<PAGE> 33

Kenneth M. Levine is Director and Executive Vice President of the Company.
He is Executive Vice President (since February 1990) and Chief Investment
Officer (since January 1991) of MONY and has been a Trustee since May 1994. Mr.
Levine is also a director of the following subsidiaries of MONY: 1740 Advisers,
Inc. (since December 1989), MONY Funding, Inc. (since October 1991), MONY Realty
Partners, Inc. (since October 1991) and 1740 Ventures, Inc. (since October
1991). He has also served as MONY's Senior Vice President -- Pensions (from
January 1988 to February 1990). Prior to that time, Mr. Levine held various
management positions within MONY. Mr. Levine has been with MONY for 25 years.

Richard E. Connors is Director of the Company. He is Senior Vice President
of MONY (since February 1994). Mr. Connors is also a director of the following
subsidiary of MONY: MONY Brokerage, Inc. (since May 1994). He has also served as
MONY's Regional Vice President -- Western Region (from June 1991 to February
1994), Vice President -- Small Business Marketing (from January 1990 to June
1991) and Vice President -- Manpower Development (from March 1988 to January
1990). Mr. Connors has been with MONY for 10 years.

Phillip A. Eisenberg is Director, Vice President and Actuary of the
Company. He is Senior Vice President and Chief Actuary of MONY (since April
1993). He has also served as MONY's Vice President -- Individual Financial
Affairs (from January 1989 to March 1993). Prior to that time, Mr. Eisenberg
held various positions within MONY. Mr. Eisenberg has been with MONY for 34
years.

Margaret G. Gale is Director and Vice President of the Company. She is Vice
President of MONY (since February 1991). She has also served as Vice
President -- Policyholder Services (from 1988 to 1991). Ms. Gale has been with
MONY for 20 years.

Stephen J. Hall is Director of the Company. He is Senior Vice President of
MONY (since February 1994). Mr. Hall is also a director of the following
subsidiary of MONY: MONY Brokerage, Inc. (since October 1991). He has also
served as MONY's Vice President & Chief Marketing Officer (from November 1990 to
February 1994) and prior to that time was manager of MONY's Boise, Idaho
insurance agency. Mr. Hall has been with MONY for 24 years.

Charles P. Leone is Director, Vice President and Chief Compliance Officer
of the Company. He is Vice President and Chief Corporate Compliance Officer of
MONY (since 1996). He has also served as Vice President of MONY (from 1987 to
1996). Mr. Leone has been with MONY for 35 years.

David S. Waldman is Secretary of the Company. He is Assistant Vice
President and Senior Counsel -- Operations (since 1992). He has also served as
Assistant General Counsel of MONY (from 1986 to 1992). Mr. Waldman has been with
MONY for 16 years.

David V. Weigel is Treasurer of the Company. He is Vice
President -- Treasurer of MONY (since 1994). He has also served as Assistant
Treasurer of MONY (from 1986 to 1994). Mr. Weigel has been with MONY for 25
years.

10. EXECUTIVE COMPENSATION

None of the directors, officers, or other personnel receives any
compensation from the Company. All compensation is being paid by MONY, with an
allocation of their compensation to be made for services rendered to the Company
pursuant to a cost allocation agreement.

28
<PAGE> 34

11. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS

(1) Financial Statements:

Report of Independent Accountants

Statements of Admitted Assets, Liabilities, Capital and Surplus as of
December 31, 1998, and 1997

Statements of Operations for the years ended December 31, 1998, 1997 and
1996

Statements of Capital and Surplus for the years ended December 31, 1998,
1997 and 1996

Statements of Cash Flows for the years ended December 31, 1998, 1997 and
1996

Notes to Financial Statements

29
<PAGE> 35

FINANCIAL STATEMENTS AND NOTES TO FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
With respect to MONY Life Insurance Company of America
Report of Independent Accountants........................... F-2
Statements of admitted assets, liabilities, capital and F-
surplus as of December 31, 1998 and 1997..................
Statements of operations for the years ended December 31, F-
1998, 1997 and 1996.......................................
Statements of capital and surplus for the years ended F-
December 31, 1998, 1997 and 1996..........................
Statements of cash flows for the years ended December 31, F-
1998, 1997 and 1996.......................................
Notes to financial statements............................... F-
</TABLE>

F-1
<PAGE> 36

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
MONY Life Insurance Company of America:

PricewaterhouseCoopers LLP

New York, New York

F-2
<PAGE> 37

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not Applicable

ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS

The By-Laws of MONY Life Insurance Company of America provide, in Article
VI as follows:

SECTION 1. The Corporation shall indemnify any existing or former
director, officer, employee or agent of the Corporation against all expenses
incurred by them and each of them which may arise or be incurred, rendered or
levied in any legal action brought or threatened against any of them for or on
account of any action or omission alleged to have been committed while acting
within the scope of employment as director, officer, employee or agent of the
Corporation, whether or not any action is or has been filed against them and
whether or not any settlement or compromise is approved by a court, all subject
and pursuant to the provisions of the Articles of Incorporation of this
Corporation.

SECTION 2. The indemnification provided in this By-Law shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification for such
liabilities (other than the payment by the Registrant of expense incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant, will (unless in the opinion of its counsel the
matter has been settled by controlling precedent) submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

During 1998, the Company issued $ of its corporate sponsored variable
universal life insurance policies to corporate purchasers in private placement
transactions.

The issuance of these insurance policies are exempt from registration under
the Securities Act pursuant to Section 4(2) thereof.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<C> <C> <S>
1 -- Form of Underwriting Agreement Distribution Agreement among
MONY Life Insurance Company of America, MONY Securities
Corp., and MONY Series Fund, Inc., filed as Exhibit 3(a) of
Post-Effective Amendment No. 3, dated February 28, 1991, to
Registration Statement No. 33-20453, is incorporated herein
by reference.
</TABLE>

II-1
<PAGE> 38

<TABLE>
<C> <C> <S>
3 -- Articles of Incorporation and By-Laws of MONY Life Insurance Company of America Articles of
Incorporation and By-Laws of the Company, filed as Exhibits 6(a) and 6(b), respectively, of
Registration Statement No. 33-13183, dated April 6, 1987, is incorporated herein by reference.
4 -- Form of Policy Proposed forms of Flexible Payment Variable Annuity Contracts, filed as Exhibit 4
of Registration Statement No. 333-59717, dated July 23, 1998, is incorporated herein by reference.
5 -- Opinion of Counsel Opinion and consent of Edward P. Bank, Vice President and Deputy General
Counsel, The Mutual Life Insurance Company of New York, as to legality of the securities being
registered, is filed as Exhibit (a)5 to Registration Statement (Registration No. 333-65423) dated
November 5, 1998 is incorporated herein by reference.
10 -- Material Contracts Services Agreement between The Mutual Life Insurance Company of New York and
MONY Life Insurance Company of America filed as Exhibit 5(ii) to Pre-Effective Amendment to
Registration Statement (Registration Nos. 2-95501 and 811-4209) dated July 19, 1985, is
incorporated herein by reference.
23 -- Consent of experts and counsel Consent of PricewaterhouseCoopers LLP, to be filed by amendment.
27 -- Financial Data Schedule, to be filed by amendment
</TABLE>

ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement, including (but not limited to) any addition or deletion of a
managing underwriter;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court

II-2
<PAGE> 39

of appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

(5) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective; and

(6) The undersigned registrant undertakes to provide to the
underwriters at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required
by the underwriters to permit prompt delivery to each purchaser.

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<PAGE> 40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
MONY Life Insurance Company of America, has duly caused this Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and the State of
New York, on this 1st day of March 1999.

MONY LIFE INSURANCE
COMPANY OF AMERICA

By: /s/ MICHAEL I. ROTH

------------------------------------
Michael I. Roth, Director, Chairman
of the Board and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed below by the following persons in
the capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE DATE
--------- ----
<C> <S> <C>
/s/ MICHAEL I. ROTH Director, Chairman of the Board and March 1, 1999
- ------------------------------------------------ Chief Executive Officer
Michael I. Roth

/s/ SAMUEL J. FOTI Director, President and Chief March 1, 1999
- ------------------------------------------------ Operating Officer
Samuel J. Foti

/s/ RICHARD DADDARIO Director, Vice President and March 1, 1999
- ------------------------------------------------ Controller (Principal Financial and
Richard Daddario Accounting Officer)

/s/ KENNETH M. LEVINE Director and Executive Vice March 1, 1999
- ------------------------------------------------ President
Kenneth M. Levine

/s/ PHILLIP A. EISENBERG Director, Vice President and March 1, 1999
- ------------------------------------------------ Actuary
Phillip A. Eisenberg

/s/ MARGARET G. GALE Director and Vice President March 1, 1999
- ------------------------------------------------
Margaret G. Gale

/s/ CHARLES P. LEONE Director, Vice President and Chief March 1, 1999
- ------------------------------------------------ Compliance Officer
Charles P. Leone

/s/ RICHARD E. CONNORS Director March 1, 1999
- ------------------------------------------------
Richard E. Connors

/s/ STEPHEN J. HALL Director March 1, 1999
- ------------------------------------------------
Stephen J. Hall
</TABLE>

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<PAGE> 41

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
</TABLE>